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Nortel

 
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Nortel Networks Corporation

(Pink Sheets:NRTLQ)
Contact Information
Nortel Networks Corporation
5945 Airport Rd., Ste. 360
Mississauga, Ontario L4V 1R9, Canada
Tel. 905-863-7000

Type: Public
On the web: http://www.nortel.com
Employees: 30,300
Employee growth: 152.5%

Nortel Networks has hung up on the telecom sector. Once one of the largest makers of telecommunications equipment in North America, it filed for bankruptcy protection in 2009 and is in the process of liquidating its assets. The company made core network switching, wireless, and optical systems for network operators. Its wireline and enterprise network equipment included systems for digital voice and data switching, routing, and call center communications. Wireless products included cellular base stations and controllers. The company also made such long-haul fiber-optic products as multiplexers. Nortel is currently focused on selling off its remaining businesses and intellectual property and winding down all operations.

Key numbers for fiscal year ending December, 2010:
Sales: $620.0M
One year growth: (84.8%)
Net income: ($4,075.0)M

Officers:
SVP Finance and Corporate Services and CFO; CFO, Nortel Networks Limited: John M. Doolittle
CIO: Steven J. (Steve) Bandrowczak
Media Relations, Enterprise Solutions: Pat Cooper

Competitors:
Alcatel-Lucent
Cisco Systems
Nokia Siemens Networks

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Nortel Networks

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(Nortel Networks Limited, Brampton, Ontario, www.nortelnetworks.com) Once a world leader in telecommunications products, Nortel filed for bankruptcy in 2009 and sold its CDMA business and LTE assets to Ericsson and its enterprise and government business to Avaya.

Nortel's products include switching, wireless and broadband systems for service providers and carriers, telephones and systems for residential and business users, computer telephony integration, multimedia and telephone network management systems.

With an international history that goes back more than a century, Nortel Networks is a true pioneer in telecom. After Alexander Graham Bell's father sold his share in his son's telephone patent to National Bell Telephone of Boston in 1880, a former sea captain, Charles Fleetford Sise, was sent to Montreal to create Bell Telephone Company of Canada. Within two years, the company began to make its own telephones. By 1895, the manufacturing branch was spun off into Northern Electric and Manufacturing and later renamed Northern Electric when it merged with a wire and cable subsidiary of Bell in 1914.

Over the next decades, Northern Electric manufactured equipment tied to designs from Western Electric, which had owned as much as 46% of the company at one time. It also made a raft of other products including radios, TVs, amplifiers, Hammond organs, sound equipment and police and fire call boxes. After the 1956 consent decree that caused AT&T to eliminate some of its partnerships, the company gained technical independence from Western Electric and established its own R&D labs in Ottawa.

In 1971, Northern Electric merged its research and development with Bell Canada to form BNR (Bell Northern Research). A year later, it introduced its first line of computerized PBXs, which evolved into digital PBXs and digital switches.

In 1976, Northern Electric was renamed Northern Telecom. Its DMS line of digital central office telephone switches, introduced a year later, provided explosive growth for the company, especially after the AT&T breakup in 1984. Northern Telecom became the first non-Japanese supplier to Nippon Telegraph & Telephone, and the company took advantage of opportunities in Europe and China.

In 1995, it adopted a new logo and name: NORTEL. In 1998, it added Networks to its name, because it merged with Bay Networks, a major manufacturer of hubs and routers. From its roots back to Alexander Graham Bell, Nortel Networks became one of the world's largest suppliers of digital network solutions.

The Creation of Northern Electric
In 1914, this dinner at St. Lawrence Hall in Montreal celebrated the merger of Northern Electric and Manufacturing Company and Imperial Wire and Cable Company.

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Gale Directory of Company Histories:

Nortel Networks Corporation

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Incorporated: 1914 as Northern Electric Company, Limited
NAIC: 334210 Telephone Apparatus Manufacturing; 334220 Radio
SIC: 3661 Telephone & Telegraph Apparatus; 3663 Radio & T.V. Communications Equipment; 3669 Communications Equipment Nec; 3679 Electronic Components Nec; 7372 Prepackaged Software; 7373 Computer Integrated Systems Design; 7379 Computer Related Services Nec

Nortel Networks Corporation is one of the world's leading providers of networking products and services, with a particular emphasis on the Internet but also active in both public and private voice, data, and video networks. Serving Internet service providers, telecommunications carriers, large to small businesses, and dot-coms, Nortel offers a full range of products and services in several areas of networking: Internet protocol, high-speed access, long distance, optical, and wireless. Nortel was founded as the telephone equipment arm of Bell Canada, and for much of its history it acted in that capacity. During the final decades of the 20th century Nortel gained more and more independence from Bell Canada and its eventual parent, BCE Inc., and by 2000 BCE's interest in Nortel had been reduced to less than four percent. Meantime, Nortel's astonishingly rapid emergence at the forefront of Internet technology by the early 21st century resulted from a more than $30 billion acquisition spree that began in late 1997.

Nortel's origins can be traced back to 1880, four years after Alexander Graham Bell invented the telephone in 1876. In that year Bell Telephone Company of Canada (Bell Canada) was founded. To develop adequate telephone equipment for the fledgling company, Bell established its mechanical department on July 24, 1882, in Montreal, Canada, with a staff of three that soon expanded to 11. Success came early to the company, and five years later the mechanical department moved to a larger facility to accommodate a staff that had increased to 54.

The growth led to Bell Canada taking out a charter in 1895 for a separate company to take over the mechanical department's work. On December 7 of that year, Northern Electric and Manufacturing Company, Limited was incorporated under the dominion charter. With C.F. Sise as president, the company called its first general meeting of stockholders on March 24, 1896. By 1902 Northern Electric employed 250 people and occupied a 48,000-square-foot plant, which it leased from Bell Canada. That plant had expanded to 241,000 square feet in 1912, the year Northern Electric and Bell Canada worked out a deal whereby Northern would become the storekeeper and purchasing agent for Bell. Meantime, Western Electric Company, the manufacturing arm of National Bell (predecessor of American Telephone and Telegraph [AT & T]), had purchased a stake in Northern in 1906.

In 1895 C.F. Sise had bought a small plant from Alexander Barrie that was involved in manufacturing rubber-coated wire for the fast-growing electrical industry. In turn, Sise offered the company to Bell Canada for what it had cost him. Bell Canada accepted the offer, and on December 19, 1899, the Wire & Cable Company, as the enterprise became known, was granted a province of Quebec charter. Sise was appointed president and Barrie superintendent. In 1901 Western Electric bought a stake in Wire & Cable. A big success, Wire & Cable replaced its provincial charter with a dominion charter in 1911 and changed its name to Imperial Wire & Cable Company.

By then both Northern Electric and Imperial Wire & Cable were playing vital roles as Canada's major suppliers of telephone equipment. In many operational areas, however, their needs and interests overlapped. The management of both companies realized that to increase efficiency and to reduce overhead, the two enterprises should amalgamate. On July 5, 1914, they consolidated under the laws of Canada into Northern Electric Company Limited, which was initially owned primarily by Bell Canada (50 percent) and Western Electric (43.6 percent). Bell Canada increased its stake to 56.3 percent in 1929.

While the general sales division continued to be located in Montreal, the company established supply and repair divisions for western Canada in 1929 and for the Maritime region in 1944. Despite the Great Depression, which forced Northern to cut back production, the company still managed to grow. It established the electronics division in 1931 and expanded its base of operations by purchasing a majority interest in Amalgamated Electric Company Ltd. in 1932 and, in 1935, by launching Dominion Sound Equipment Ltd., a wholly owned subsidiary that supplied Canada with electric sound equipment, acoustic and sound proofing supplies, radio and broadcasting sound equipment, and other lines of electrical equipment.

When the Depression ended, Northern became involved in Canada's World War II effort, converting 95 percent of its operation to war production. By 1944 most of the company's 9,325 employees were engaged in this activity. Soon after the war's end in 1945, Northern immediately began a flurry of construction to meet the expanding communications needs of Canada's growing communities. As a measure of its continuing growth, Northern's workforce expanded to 12,775 by 1948.

As a result of being partially owned by Western Electric, Northern Electric operated much like a 'branch plant' of the U.S. firm. Consequently, Northern had a small research and development staff, and its sales efforts were confined to Canada. As its main function was to manufacture Western Electric products for Bell Canada, Northern Electric's product line generally lagged behind Western Electric's by two to three years.

Northern Electric ceased operating like a branch plant in 1956 when Western Electric signed a consent decree with the U.S. Department of Justice in which it agreed to relinquish its interest in Northern Electric. Bell Canada acquired most of Western Electric's interest in Northern Electric in 1957 and the remainder in 1962, at which point Bell Canada held 99.99 percent of Northern's stock. By 1964, Bell Canada had purchased the remaining shares, making Northern Electric 100 percent Bell Canada-owned.

With no product line of its own, and with management knowing that it had to start one to remain competitive, Northern Electric stepped up its research and development efforts, establishing Northern Electric Laboratories--with a staff of 30 to 40 people--in 1958. In 1965 the company made a commitment to develop a switching device known as SP-1, a stored program switch system, which it believed would meet the needs of the Canadian market and spur economic growth. From 12 researchers in 1965, the product development team working on SP-1 grew to more than 100 by the end of the decade. The commitment paid off when Northern put its product on the market. By 1975 not only had every major telephone company in Canada bought the switch, but 25 percent of all sales were being made in the United States.

Northern Electric's research and development division had become a conglomerate itself, mushrooming to more than 2,000 employees, and eventually incorporating as a separate entity. On January 1, 1971, Northern Electric's subsidiary, Bell-Northern Research Ltd. (BNR) was formed. In 1973 Bell Canada sold a portion of Northern Electric's shares to the public through an initial public offering, while retaining a majority holding of 90.1 percent. Bell Canada continued to reduce its stake over the remainder of the decade, from 89.9 percent in 1974 to 54.5 percent in 1979. After BCE Inc. was created as the new parent company of Bell Canada in 1983, BCE then held a 53.4 percent stake in Northern.

During the 1970s the company established many new subsidiaries, such as Northern Telecom (International) B.V. in Amsterdam, and Northern Telecom (Asia) Limited in Singapore and Hong Kong, both established in 1974. These subsidiaries reflected its increasingly strong presence in the international marketplace. In 1976 the company's name was changed to Northern Telecom Limited (Northern) to reflect the great advances it had made in manufacturing modern telecommunications equipment.

That same year Northern introduced the first fully digital switch. Although AT & T did not immediately authorize its affiliates to buy the switches, independent U.S. telephone companies quickly did, and by 1978 Northern's sales had jumped by 130 percent from the previous year. The demand for the company's digital switches received a big boost in 1981 when AT & T approved the purchase of the switches for its affiliates. In 1984 the U.S. government broke up AT & T, and sales of Northern's digital switches skyrocketed, with volume increasing 1,200 percent over that of 1976.

Northern had ignored conventional business wisdom and taken chances to rise within the industry. As one company official said, 'When we started to work on the digital central office switches in the 1970s, we were advised to follow AT & T and continue making old analog switches since digital switches would be too expensive.' Fortunately for Northern, it did not, and the introduction and marketing of the switch proved to be a major milestone in its history. By 1990 one research firm estimated that the company held close to one-third of the U.S. market for the digital switches.

Northern's fortunes, however, began to change by the mid-1980s. While AT & T was making a comeback with its own switch, Northern made a technological blunder. It began selling new software to provide its phone company subscribers with advanced service capabilities based on new technology. Poor marketing, bugs in the software, and the fact that the processor in Northern's switch could not keep up with all the new tasks the expanded software had to do alienated many company customers. One disgruntled business executive told Business Week in 1987, 'Their software and capacity problems are still driving us wild. We're giving our orders to AT & T.'

Northern launched a public relations campaign to reassure its customers that it had solved the software problems. It also announced the availability of Supercore, a new processor that cost $50 million to develop. '[Supercore] will double the capacity of our switches and eventually increase it to whatever we want,' maintained Northern President David G. Vice.

Many in the telecommunications market remained skeptical, however, and rival telecommunications companies such as Japan's NEC Corporation, Sweden's Telefonaktiebolaget LM Ericsson, and Germany's Siemens AG began to make a move for Northern's markets. Despite the setbacks, Northern had become one of the giants in the telecommunications industry. Consolidated revenues for 1989 were US$5.41 billion.

Northern repositioned in 1988 because of concerns that the intense global competition combined with the money it had invested in product and market development had affected its financial performance. Under newly elected Chairman, CEO, and President Paul G. Stern, who took over in March 1989, Northern embarked on a program to restructure the corporation.

Stern's association with Northern began in April 1988 when the company elected him to its board of directors and to membership on the executive committee. He brought to the job a strong background in advanced-technology company management and a reputation for making tough cost-cutting decisions at large corporations. He had previously served as an executive for Burroughs, Unisys, IBM, and Rockwell. Within nine months after Stern assumed the helm, Northern had reshuffled management, cutting 2,500 jobs; closed four of its 41 plants, selling one-fifth of the plants to employees; and changed its bonus system, tying employee incentives in each business unit to company performance.

The dramatic changes caused a stir in Canada. Northern's plans to move its research and development operations from Toronto to Texas and California made Canadians wonder if the company would move its headquarters as well.

Northern, however, quickly saw positive results from the tough measures it took. In 1989 company expenses fell 18.5 percent from the year before, while profits jumped 18 percent on a 13 percent increase in sales. By 1990 Northern was the world's sixth largest telecommunications company, but Stern publicly stated that he was preparing for an even more ambitious goal for Northern--to become the world's leading supplier of telecommunications equipment by the year 2000. Soon after, it took a major step in that direction in January 1991 when it purchased STC PLC, a large British telecommunications company specializing in undersea cable for about US$2.6 billion. The acquisition put Northern in third place behind Alcatel NW of Belgium and U.S.-based AT & T. Northern had already owned 27 percent of STC PLC when it made the deal.

The purchase increased Northern's total debt to C$4.3 billion, 50 percent of its equity, compared to 29 percent before the buyout. Northern said, however, that it planned to help relieve the debt using the C$1.6 billion from the sale of STC's computer's division, ICL Ltd., to Fujitsu Ltd. of Japan.

Behind Northern's seeming turnaround, however, were continuing problems at the company, particularly with its key U.S. customers. While Stern was concentrating on controlling expenses and expanding overseas, several major U.S. phone companies began experiencing problems with the software in Northern's switches. Customers were further irked when Northern was slow in fixing the glitches. Further dissatisfaction, and lost sales, resulted from delays in issuing new versions of the tremendously complicated switch software. With his focus primarily on short-term profitability, Stern had cut R & D spending from 13 percent of revenue to 11 percent, thus jeopardizing the company's longer term viability in the rapidly changing technological environment of telecommunications. In October 1992 the Northern board of directors, growing increasingly aware of these behind-the-scenes problems, installed Jean C. Monty, a longtime Bell Canada executive, as president and chief operating officer, the number two position behind Stern's. Within months, Monty had replaced Stern as CEO, with Stern--who later told Business Week, 'Nobody is going to shove a president down my throat'--resigning from his position of chairman, the apparent victim of a power struggle. In June 1993 Monty announced that Northern would take a US$1.2 billion pretax restructuring charge covering the cost of fixing the switching software, closing several facilities, and eliminating about nine percent of the workforce. As a result of the sale of STC to Alcatel-Alsthom for US$906 million, the charge also covered a US$500 million writedown in goodwill from the STC acquisition. The charge sparked the company's first quarterly loss in five years, and a 1993 full-year loss of US$884 million. In the wake of the announcement of the charge, Northern's market value was cut nearly in half during one three-week period.

Monty quickly turned Northern Telecom's fortunes around with the help of a man who soon held the number two position, John A. Roth. Roth had joined the company in 1969 as a design engineer, was later instrumental in the establishment of Northern's wireless business, and then served as head of the company's North American operations from 1993 to 1995. He was named chief operating officer in 1995 and then president in February 1997. Monty and Roth were quickly able to mollify the company's angry customers with assurances that the switching software would be rewritten and simplified by the end of 1995, with US$250 million earmarked for this effort. Although the company was unable to meet this timeline, the job was 95 percent complete by mid-1996.

The new leadership also bolstered the R & D budget to nearly 15 percent of revenue, which amounted to US$1.58 billion in 1995. As the digital switching market matured, much of the research dollars went into new specialized areas. With this diversification came a parallel restructuring of the company into four separate businesses, each serving a distinct set of customers and each delivering products tailored for those customers. The first business was Northern's traditional switching operations which served old-line phone companies; the others were: a unit focused on broadband networks, which served cable companies and the upstart long-distance companies that were burgeoning in the wake of industry deregulation; one specializing in enterprise networking, which served large organizations--including corporations and government departments--using internal communications networks; and one concentrating on wireless networks, which mainly served the rapidly expanding cellular telephone firms.

The signs of an impressive turnaround were soon unmistakable. Revenue increased smartly, to US$10.67 billion in 1995 to US$12.85 billion in 1996 to US$15.45 billion in 1997. Net income showed a similar upward trajectory, standing at US$473 million, US$623 million, and US$829 million for those three years, respectively. With his job at Northern Telecom complete, Monty moved on to become president and CEO of BCE while maintaining a seat on Northern's board of directors. He turned the Northern reins over to Roth, who was named president and CEO in October 1997.

Roth wasted no time in mapping out the next step in the evolution of Northern Telecom, betting the company's future on the Internet and what he called 'web tone.' Roth saw that networks were going to increasingly migrate from being telephone-based to being Internet-based. He wanted Northern Telecom to be at the center of the building up of the Internet into a technology as reliable and as instantly accessible as the telephone and its dial tone--thus the concept of web tone. Needing to move quickly to beat out the competition, Roth turned largely to acquisitions rather than attempting to rely only on in-house R & D efforts. The company's soaring stock facilitated the completion of stock-swap acquisitions.

Four major acquisitions were completed in 1998, including Winnipeg-based Broadband Networks Inc., a designer and manufacturer of broadband wireless communications networks (purchased for US$593 million); Chelmsford, Massachusetts-based Aptis Communications, Inc., a start-up firm that concentrated on remote-access data networking (US$290 million); and Kanata, Ontario-based Cambrian Systems Corporation, maker of an innovative technology to speed up Internet traffic (US$300 million). These purchases were dwarfed, however, by the US$9.1 billion stock-swap for Santa Clara, California-based Bay Networks, Inc., which was completed in August 1998. Bay Networks served the corporate market with a host of data networking products and services that meshed well with Northern Telecom's existing corporate operations. The addition of Bay provided Northern with the ability to offer corporate customers integrated networks for sending voice, video, and data over the Internet. With the company focusing increasingly on networking, Northern Telecom was renamed Nortel Networks Corporation in April 1999.

Acquisitions continued in 1999 and 2000; the former year featured three major buyouts but was followed by an accelerating purchasing pace in the latter. Nortel also showed an increasing appetite for optical networking firms. In January the company paid US$3.25 billion in stock for Boca Raton, Florida-based Qtera Corporation, producer of long-distance optical networking systems. Two months later Nortel completed two acquisitions: the US$2.1 billion purchase of San Jose-based Clarify, Inc., which specialized in customer relationship management software used in Internet communications; and the US$778 million buyout of Fremont, California-based Promontory Communications, Inc., developer of high-speed digital subscriber line (DSL) Internet access platforms. The purchase of optical networking firms took center stage in mid-2000 as Nortel spent US$3.25 billion for Xros, Inc., a Sunnyvale, California-based firm that was developing optical switches; and US$1.43 billion for Wilmington, Massachusetts-based CoreTek, Inc., a start-up that was working to perfect specialized lasers to transmit light beams over fiber-optic lines. Neither Xros nor CoreTek at the time of their acquisition had either revenue or a marketable product but were working on promising optical technologies that Nortel hoped to use to speed up data traffic and increase its volume, while simultaneously reducing costs.

Also in mid-2000 Nortel largely gained its independence from BCE after the latter distributed most of its remaining 40 percent stake to its shareholders. Following the completion of this transaction, BCE held less than four percent of Nortel's stock. In July 2000 Nortel entered into discussions with Corning Inc. about selling its optical components unit to Corning in a stock swap that some observers valued at about US$100 billion and that could have resulted in Nortel owning a significant stake in Corning; the talks faltered, however. One day after the companies confirmed that the negotiations had failed, Nortel announced another blockbuster acquisition. It agreed to acquire San Jose-based Alteon WebSystems, Inc. for more than US$7 billion in stock. Alteon was a leading maker of specialized Internet switches used to speed response times at web sites. In August 2000 Nortel announced that it had agreed to buy Sonoma Systems Inc. for as much as US$540 million in stock. Sonoma, based in Marina del Rey, California, produced integrated access devices for Internet access providers enabling them to simultaneously deliver high-speed video, data, and voice communications over a single connection.

Soon after the announcement of the Sonoma acquisition, Nortel Networks' market capitalization hit US$240 billion, a sixfold increase since Roth had taken over as CEO. Roth planned to continue the breathtaking acquisition pace, vowing to spend ten percent of the company's market cap each year to purchase the new technology it would need to keep pace with the other heavyweights of networking, most notably Cisco Systems, Inc.; Ericsson; and Lucent Technologies Inc. (the equipment arm of AT & T that had been spun off in 1996). Nortel's emphasis on new technology was demonstrated by its generating 60 percent of its revenues from products less than 18 months old. In addition to its clear focus on optical technology, Nortel at the turn of the millennium was also working to establish a more significance presence in the undersea-fiber business and was gaining a reputation as a leader in the area of wireless Internet technologies. The wireless operations were one of the responsibilities of COO Clarence Chandran, who appeared to be in line to succeed Roth.

Principal Subsidiaries

Matra Nortel Communications S.A.S. (France; 50%); Nortel Government Services Inc. (U.S.A.); Nortel Matra Cellular SCA (France); Nortel Networks (Asia) Limited (Hong Kong); Nortel (CALA) Inc. (U.S.A.); Nortel Networks (Dublin) Limited (Ireland); Nortel Networks (Ireland) Limited; Nortel Networks (Luxembourg) S.A.; Nortel Networks Aptis Inc. (U.S.A.); Nortel Networks Capital Corporation (U.S.A.); Nortel Networks de Colombia S.A.; Nortel Networks Inc. (U.S.A.); Nortel Networks International Finance and Holding B.V. (Netherlands); Nortel Networks NA Inc. (U.S.A.); Nortel Networks plc (U.K.); Northern Telecom do Brasil Comercio e Servicos Ltda. (Brazil).

Principal Competitors

ADC Telecommunications, Inc.; Alcatel; Ascom Holding Ltd.; British Telecommunications plc; Cabletron Systems, Inc.; CIENA Corporation; Cisco Systems, Inc.; Corvis Corporation; Deutsche Telekom AG; Telefonaktiebolaget LM Ericsson; Fujitsu Limited; Harris Corporation; Inter-Tel, Incorporated; InterVoice-Brite Inc.; Juniper Networks, Inc.; Lucent Technologies Inc.; Marconi Communications; Motorola, Inc.; NEC Corporation; Nokia Corporation; Oki Electric Industry Company, Limited; ONI Systems Corp.; PeopleSoft, Inc.; QUALCOMM Incorporated; Redback Networks Inc. Remedy Corporation; Scientific-Atlanta, Inc.; Siebel Systems, Inc.; Siemens AG; Sycamore Networks, Inc.; Tellabs, Inc.

Further Reading

Austen, Ian, 'Hooked on the Net,' Canadian Business, June 26/July 10, 1998, pp. 95+.

Blackwell, Gerry, 'Northern Lights,' Canadian Business, March 1990, pp. 40+.

Campanella, Frank W., 'A Switch in Time: Northern Telecom's New Equipment Is Sparking an Earnings Resurgence,' Barron's October 26, 1981, pp. 43+.

Chisholm, Patricia, and John Daly, 'A Giant Cuts Costs,' Maclean's September 18, 1989, p. 50.

Hardy, Quentin, 'Lighting Up Nortel,' Forbes, August 21, 2000, pp. 52-53.

Hawkins, Chuck, 'Is Paul Stern Tough Enough to Toughen Up Northern Telecom?,' Business Week, August 14, 1989, pp. 84+.

Heinzl, Mark, 'Buying into the New Economy: CEO Uses Acquisitions to Turn Nortel into a Huge Player in Technology for the Web,' Wall Street Journal, July 25, 2000, pp. B1, B4.

------, 'Nortel Networks Is Following a Daring Strategy to Recast the Company for Internet Commerce,' Wall Street Journal, November 1, 1999, p. B13D.

Keller, John J., and Edith Terry, 'How Northern Telecom Is Riding Out the Storm,' Business Week, January 26, 1987, pp. 84+.

Laver, Ross, 'Nortel's Driving Force,' Maclean's August 2, 1999, pp. 13-17+.

McMurdy, Deirdre, 'Ringing in a Change: Financial Shocks Hit Northern Telecom,' Maclean's July 12, 1993, pp. 32+.

Morrison, Scott, 'An Engineer Tuned to the Market,' Financial Times, August 14, 2000, p. 11.

'Northern Telecom's All-Out Attack on Western Electric's Turf,' Business Week, December 5, 1983, pp. 178+.

Palmer, Jay, 'A Comeback Coming?: Until Now, the Telephony Craze Has Bypassed Northern Telecom,' Barron's February 21, 1994, pp. 12-13.

Reingold, Jennifer, 'A Dose of Humility,' Financial World, October 11, 1994, pp. 56-57.

Stoffman, Daniel, 'Mr. Clean,' Canadian Business, June 1996, pp. 59+.

Symonds, William C., 'He Came, He Saw, He Cleaned Up ... He Left,' Business Week, February 15, 1993, p. 36.

Symonds, William C., et al., 'High-Tech Star: Northern Telecom Is Challenging Even AT & T,' Business Week, July 27, 1992, pp. 54-58.

Weber, Joseph, Andy Reinhardt, and Peter Burrows, 'Racing Ahead at Nortel,' Business Week, November 8, 1999, pp. 93+.

Wickens, Barbara, 'Becoming a Global Giant,' Maclean's, January 14, 1991.

Ziegler, Bart, 'What Really Happened at Northern Telecom,' Business Week, August 9, 1993, pp. 27-28.

— Ron Chepesiuk; Updated by David E. Salamie


Nortel Networks Corporation
Type Public
Traded as OTCQBNRTLQ
Fate Under Liquidation[1][2][3]
Founded Montreal, Quebec (1895)
Headquarters Mississauga, Ontario, Canada
Key people Allan Bifield , Chief Financial Officer[4]
Employees 150 (January 2012)[citation needed]
Website nortel.com

Nortel Networks Corporation, formerly known as Northern Telecom Limited and sometimes known simply as Nortel, was a multinational telecommunications equipment manufacturer headquartered in Mississauga, Ontario, Canada.

On January 14, 2009, Nortel filed for protection from creditors in the United States, Canada, and the United Kingdom, in order to restructure its debt and financial obligations.[5] In June 2009, the company announced it would cease operations and sell off all of its business units.[6] The period of bankruptcy protection has since been extended to April 13, 2012.[7] As part of the bankruptcy proceedings, Nortel Networks Inc. publishes monthly operating reports outlining cash receipts and disbursements.[8]

Contents

History

Origins

In 1882, a mechanical department was created within Bell Telephone Company of Canada to manufacture telephones and telephone equipment for Canada,[9] due to restrictions on importing telephone equipment from the United States.[10] In addition to phones, four years later, the department started manufacturing its first switchboard, a 50 line Standard Magneto Switchboard.[9][11] The small manufacturing department expanded yearly with the growth and popularity of the telephone to 50 employees in 1888.[11] By 1890 it transformed into its own branch of operations with 200 employees and a new factory was under construction.[9]

As the manufacturing branch expanded, its production ability increased beyond the demand for phones, and faced closure for several months a year without manufacturing other products.[12] This was a problem because the Bell Telephone Company of Canada charter would not allow them to build other products. So in 1895, Bell Telephone Company of Canada was required to spin off its manufacturing arm to build phones for sale to other companies as well as other devices such as fire alarm boxes, police street call boxes, and fire department call equipment. This company was incorporated as the Northern Electric and Manufacturing Company Limited.[9]

Northern Electric and Manufacturing Company

Northern Electric and Manufacturing Company Limited was incorporated on 7 December 1895, by the following corporate members (or Board of Directors):[13] Charles Fleetford Sise Sr., President of Bell Telephone Company of Canada – Provisional Director; Robert Mackay, merchant – Provisional Director; Hugh Paton, manager of the Shedden Company - Provisional Director; The Hon. Joseph Rosaire Thibaudeau, Senator - Provisional Director; Robert Archer, gentleman - Provisional Director; Charles P. Sclater, secretary - Provisional Director; Lewis B. McFarlane, manager, all of the city and district of Montreal, Que.

The initial stock capital was $50,000 at $100 per share, with 93 percent held by Bell Telephone Company of Canada and the remainder held by the seven corporate members above.[13] The first general stock holders meeting was held on March 24, 1896.

In December 1899, The Bell Telephone Company of Canada bought a cabling company for $500,000 and a Canadian charter named it The Wire and Cable Company.[14] Northern Electric and Manufacturing further expanded its product line in 1900, manufacturing the first Canadian wind-up gramophones that played flat discs.[15] In 1911 the Wire and Cable company changed its name to the Imperial Wire and Cable Company.[11]

Northern Electric Company

1950 Logo

The construction of a new manufacturing plant started in 1913 at Shearer Street in Montreal, Canada, as preparations began for the integration of the two manufacturing companies. Then, in January 1914, the Northern Electric and Manufacturing Company and the Imperial Wire and Cable Company merged into the Northern Electric Company, and the new company opened the doors on a new manufacturing plant on January 1915. This facility at Shearer Street was the primary manufacturing center until the mid 1950s.[15] Edward Fleetford Sise was the president and his brother Paul Fleetford Sise was the vice-president and general manager.[11]

During the First World War Northern Electric manufactured the Portable Commutator a one-wire telegraphic switchboard for military operations in the field. In 1922, Northern started to produce, for $5, the "Peanut" vacuum tube, which required only a single dry-cell battery. The use of alternating current was still under development during this time. The "Northern Electric Peanut tube was the smallest tube made, and drew only one-tenth of an ampere and was the most remarkable radio frequency amplifier ever made."[16] During the 1920s Northern Electric was making kettles, toasters, cigar lighters, electric stoves, and washing machines.[17] In January 1923, Northern Electric started to operate an AM radio station with call letters CHYC, in the Shearer Street plant, and much of the programming was religious services for the Northern Electric employees and families in the community. In July 1923, CHYC AM was the first radio station to provide entertainment to the riders of the transcontinental train in a parlor car fitted with a radio set to receive the broadcast as it left Montreal and traveled west.[18] Later in the 1920s, Northern created the first talking movie sound system in the British Empire for a theater in Montreal.[17]

During the Great Depression of the 1930s, Northern Electric was affected, like most other companies. From the beginning of 1930 through the end of 1933, sales dropped from $34 million to $8.2 million, and the number of employees dropped from 6,100 to 2,400.[19]

Independence from Western Electric

In 1949, an antitrust suit in the U.S. forced AT&T/Western Electric to sell its stake in Northern Electric to Bell Canada. Deprived of its Western Electric tie, Northern began developing its own products. In 1953, Northern Electric produced its first television sets using tubes made by RCA.[20] Bell Canada acquired 100 percent of Northern Electric in 1964; through public stock offerings starting in 1973, Bell's ownership of Northern Electric and its successors would be reduced, though it continued to have majority control.

In 1966, the Northern Electric research lab, Northern Electric Laboratories (the predecessor to Bell-Northern Research), started looking into the possibilities of fiber optic cable, and in 1969, began work on digitizing telephone communications. Also in 1969, Northern began making inroads into the U.S. market with its switching systems. In 1972, it opened its first factory in the U.S. in Michigan. In 1975, Northern began shipping its first digital switching systems, one of the earliest such systems to be sold.

Northern Telecom was, with Bell-Northern Research, in the early 70's, a part owner of MicroSystems International a semiconductor manufacturer based in Kanata, outside Ottawa.

Northern Telecom and "Digital World"

In 1976, the company name was changed to Northern Telecom Limited, and management announced its intention to concentrate the company's efforts on digital technology.

"Digital World" was Northern Telecom’s daring declaration, made public by a three-page advertisement that appeared in major trade publications in 1976, that digital technology was the key to the future. It was the first to announce, and to deliver, one year ahead of schedule, a complete line of fully digital telecommunications products under the Digital World brand. The most well-known of the Digital World product family, the DMS-100, a fully digital central office switch serving as many as 100,000 lines, was a key contributor to the company’s revenue for close to 15 years.

In 1977, Nortel introduced its DMS line of digital central office telephone switches, providing explosive growth for the company, especially after the AT&T breakup in 1984. Northern Telecom became the first non-Japanese supplier to Nippon Telegraph and Telephone, and the company took advantage of opportunities in Europe and China.

Deregulation

In 1983, due to deregulation, Bell Canada Enterprises (later shortened to BCE) was formed as the parent company to Bell Canada and Northern Telecom. Bell-Northern Research was jointly owned 50-50 by Bell Canada and Northern Telecom. The combined three companies were referred to as the tricorporate.[21][22][23]

As Nortel, the streamlined identity it adopted for its 100th anniversary in 1995, the company set out to dominate the burgeoning global market for public and private networks.

Optical boom and the Right Angle Turn

In 1998, with the acquisition of Bay Networks, the company's name was changed to Nortel Networks to emphasize its ability to provide complete solutions for multiprotocol, multiservice, global networking over the Internet and other communications networks. As a consequence of the stock transaction used to purchase Bay Networks, BCE ceased to be the majority shareholder of Nortel. In 2000, BCE spun-out Nortel, distributing its holdings of Nortel to its shareholders. Bell-Northern Research was gradually absorbed into Nortel, as it first acquired a majority share in BNR, and eventually acquired the entire company.

In the late 1990s, stock market speculators, hoping that Nortel would reap increasingly lucrative profits from the sale of fibre optic network gear, began pushing up the price of the company's shares to unheard-of levels despite the company's repeated failure to turn a profit. Under the leadership of CEO John Roth, sales of optical equipment had been robust in the late 1990s, but the market was soon saturated. When the speculative telecom bubble of the late 1990s reached its pinnacle late in the year 2000, Nortel was to become one of the most spectacular casualties.

At its height, Nortel accounted for more than a third of the total valuation of all the companies listed on the Toronto Stock Exchange (TSX), employing 94,500 worldwide, with 25,900 in Canada alone.[24] Nortel's market capitalization fell from C$398 billion in September 2000 to less than C$5 billion in August 2002. Nortel's stock price plunged from C$124 to C$0.47. When Nortel's stock crashed, it took with it a wide swath of Canadian investors and pension funds, and left 60,000 Nortel employees unemployed. Roth was criticized after it was revealed that he cashed in his own stock options for a personal gain of C$135 million in 2000 alone.[25]

CEO John Roth retired in 2001. His planned successor and chief operating officer, Clarence Chandran, already on sick leave due to complications following his 1997 stabbing in Singapore,[26] decided to quit, however.[27] Chief financial officer Frank Dunn was eventually chosen as Roth's permanent replacement.

After the Internet bubble

Accounting restatements

Frank Dunn presided over a dramatic restructuring of Nortel, which included laying off two-thirds of its workforce (60,000 staff) and writedowns of nearly US$16 billion in 2001 alone. This had some initial perceived success in turning the company around, with an unexpected return to profitability reported in the first quarter of 2003. The black ink triggered a total of $70 million in bonuses to the top 43 managers[28], with $7.8 million alone going to Dunn[29], $3 million to chief financial officer Douglas Beatty, and $2 million to controller Michael Gollogly[30]. Independent auditor Deloitte & Touche advised audit committee chairman John Cleghorn and board chairman "Red" Wilson to look into the suspicious results, who promptly hired the law firm WilmerHale to vet the financial statements.[31] In late October 2003, Nortel announced that it intended to restate approximately $900 million of liabilities carried on its previously reported balance sheet as of June 30, 2003, following a comprehensive internal review of these liabilities. The Company stated that the principal effects of the restatement would be a reduction in previously reported net losses for 2000, 2001, and 2002 and an increase in shareholders’ equity and net assets previously reported on its balance sheet. A dozen of the company's most senior executives returned $8.6 million of bonuses they were paid based on the erroneous accounting. Investigators ultimately found about $3 billion in revenue had been booked improperly in 1998, 1999, and 2000. More than $2 billion was moved into later years, about $750 million was pushed forward beyond 2003 and about $250 million was wiped away completely. The accounting scandal hurt both Nortel's reputation and finances, as Nortel spent an estimated US$400 million on outside auditors and management consultants to retrain staff.[31]

Dunn, Beatty, and Gollogly were fired on April 28, 2004 for financial mismanagement, and were later charged with fraud by the RCMP, with a trial date scheduled on January 16, 2012.[32][33] The SEC also filed charges against them, as well as four vice-presidents, for civil fraud.[32]

To improve Nortel's liquidity in support of its operations, Nortel reached an agreement in 2003 with Export Development Canada for it to provide Nortel with a credit support facility of up to US$750 million.[34] Walter Robinson of the Canadian Taxpayers Federation denounced the line of credit, calling it "corporate welfare at its worst."[35]

Owens and Zafirovski

After Dunn's firing, retired United States Admiral Bill Owens, at the time a member of the board of directors, was appointed interim CEO. Nortel Networks subsequently returned to using the Nortel name for branding purposes only (the official company name was not changed). Nortel acquired PEC Solutions, a provider of information technology and telecommunications services to various government agencies and departments, in June 2005, renaming it Nortel Government Solutions Incorporated (NGS).[36][37]LG Electronics and Nortel formed a joint venture in August, with Nortel owning 50% plus one share, to offer telecom and networking solutions in the wireline, optical, wireless and enterprise areas for South Korean and global customers.

Peter W. Currie, previously the Chief Financial Officer (CFO) of the Royal Bank of Canada, was named CFO of Nortel in 2005, having previously served as Northern Telecom's CFO in the 1990s. Gary Daichendt, the former Chief Operating Officer of Cisco Systems, was hired as President and COO, and was expected to succeed Owens as CEO. Shortly afterward, Daichendt appointed ex-Cisco Chief Science Officer Gary Kunis as Chief Technology Officer (CTO). Both Garys were concerned about the overall direction of Nortel, especially when compared to Cisco, their previous employer. Just three months later, Daichendt resigned after both his restructuring plan and his suggestion that Owens and Currie leave the company immediately were rejected by the board of directors. Kunis quit shortly thereafter.[38] At the end of the year, directors "Red" Wilson and John Cleghorn retired from the board.

Mike S. Zafirovski, who had served as President and CEO of GE Lighting and then as Motorola President and COO, succeeded Owens as president and CEO on November 15, 2005.[39] Motorola filed a suit against Zafirovski's hiring, alleging that his new position would break the terms of the non-disclosure agreement he had signed. Nortel agreed to pay $11.5 million on his behalf to settle the lawsuit.[40] Nortel also paid out US$575 million and 629 million common shares in 2006 to settle a class-action lawsuit that accused the company of misleading investors about the health of the company.

Peter W. Currie stepped down as Executive Vice President and CFO in early 2007. In February, 2007, Nortel announced its plans to reduce its workforce by 2,000 employees, and to transfer an additional 1,000 jobs to lower-cost job sites. The Securities and Exchange Commission filed civil fraud charges against Nortel for accounting fraud from 2000 to 2003 to close gaps between its true performance, its internal targets and Wall Street expectations. Nortel settled the case, paying $35 million, which the Commission distributed to affected shareholders, and reporting periodically to the Commission on remedial measures to improve its financial accounting. Dunn, Beatty, and Gollogly were charged in June 2008 by the RCMP for criminal fraud related to their activities in 2002–2003.[41]

Nortel announced plans in February 2008 to eliminate 2,100 jobs, and to transfer another 1,000 jobs to lower-cost centres.[42] As part of the reductions, Nortel shut down its Calgary campus in 2009.[43]

During its reporting of third quarter 2008 results, Nortel announced it would restructure into three vertically-integrated business units: Enterprise, Carrier Networks, and Metro Ethernet Networks. As part of the decentralization of its organization, four executive positions were eliminated, effective January 1, 2009: Chief Marketing Officer Lauren Flaherty, Chief Technology Officer John Roese, Global Services President Dietmar Wendt, and Executive Vice President Global Sales Bill Nelson. A net reduction of 1,300 jobs was also announced.[44] As its stock price dropped below $1, the New York Stock Exchange notified Nortel that it would be delisted if its common shares failed to rise above $1 per share within 6 months.[45] Rumours continued to persist of Nortel's poor financial health, amid the late 2000s recession, and its bids for government funds were turned down.[46]

Liquidation

Protection from creditors

On January 14, 2009, Nortel filed for protection from creditors, in the United States under Chapter 11 of the United States Bankruptcy Code, in Canada under the Companies' Creditors Arrangement Act, and in the United Kingdom under the Insolvency Act 1986.[5][47][48] Nortel was the first major technology company to seek bankruptcy protection in this global downturn.[49] Nortel had an interest payment of $107 million due the next day, approximately 4.6% of its cash reserves of approximately $2.3 billion.[50] After the announcement, the share price fell more than 79% on the Toronto Stock Exchange. Export Development Canada agreed to provide up to C$30 million in short-term financing through its existing credit support facility with Nortel. The Canadian government resisted characterizing its position on Nortel as a bailout.[51]

Nortel initially hoped to re-emerge from bankruptcy. It paid out retention bonuses to almost 1,000 top executives, totalling up to US$45 million.[52] This drew criticism due to the fact severance payments to employees laid-off prior to the creditor protection filing were withheld.

At the end of January 2009, Nortel announced that it would be discontinuing its WiMAX business and its joint agreement with Alvarion.[53][54] Nortel subsequently sold its Layer 4-7 application delivery business to Israeli technology firm Radware for $18 million, after Radware had initially placed a stalking horse bid.[55][56] Nortel had acquired the application switch product line in October 2000 when it purchased Alteon WebSystems.[57]

Wind-up

With the worsening recession and drop in stock markets deterring potential companies from bidding for Nortel's assets, and many of Nortel's major customers reconsidering their relationships with the restructuring company,[58] in June Nortel announced that it no longer planned to emerge from bankruptcy protection, and would seek buyers for all of its business units.[1] After announcing it planned to sell off all of its assets, Nortel shares were delisted from the Toronto Stock Exchange on June 26, 2009 at a price of $0.185 per share, down from its high in 2000 when it comprised a third of the S&P/TSX composite index.[1][2][59] Mike Zafirovski subsequently resigned in August, and Nortel's board of directors was reorganized with three members instead of nine.[60] Nortel handed out $14.2 million in cash compensation to seven executives in 2009. Nortel also paid out $1.4 million to 10 former and current directors, and paid $140 million to lawyers, pension, human resources and financial experts helping to oversee the company’s bankruptcy proceedings.[61]

Nokia Siemens Networks made a stalking horse bid to purchase Nortel's CDMA and LTE assets for $650 million.[1] By the July 21 deadline for additional bids, MatlinPatterson and Ericsson had made offers,[62] and Ericsson emerged as the victor in the following auction, with a purchase price of $1.13 billion.[63][64] Avaya won an auction for Nortel's Enterprise Solutions business, including Nortel's stake in Nortel Government Solutions and DiamondWare, for $900 million,[65] after having placed a stalking horse bid of $475 million.[66] In November, Nortel sold its MEN (Metro Ethernet Networks) unit to Ciena Corporation for US$530 million in cash and US$239 million in convertible notes,[67][68] and its GSM business at auction to Ericsson and Kapsch for US$103 million.[69][70][71][72] Hitachi purchased the Next Generation Packet Core assets.[73] As insurance against judgments in class action lawsuits filed by former employees, John Roth filed in December 2009 for a US$1 billion indemnification from Nortel, joining the list of U.S. creditors.[74]

In February 2010, Ernst & Young, the court-appointed monitor of Nortel's Canadian bankruptcy proceedings, reported that the assets of Nortel's Health and Welfare Trust had a shortfall of $37 million in its net assets as of December 31, 2008. The trust supports pensioners' medical, dental and life insurance benefits, as well as income support for some groups such as long-term disability recipients.[75] Also in February, Nortel negotiated a $57-million deal to wind up the health care and other benefits provided to former Canadian employees. Shortly afterwards, Nortel proposed spending $92.3M on retention bonuses for 1,475 employees in its Nortel Business Services and Corporate groups, with $2.5 million in incentives going to Christopher Ricaute, president of Nortel Business Services; $27 million allocated for Canadian employees; and $55 million allocated for U.S. employees.[76] The proposed plan was later extended by an additional $27 million.[77] Claiming that the retention bonuses proposal is extraordinary, acting US trustee, Roberta DeAngelis, objected to the payment of $55.6 million to 866 employees.[78] However, court appointed representatives for Nortel former employees, who are creditors in the Ontario bankruptcy court, have signed an agreement to not oppose any employee incentive program.

Genband purchased the Carrier VoIP and Application Solutions (CVAS) unit in May 2010, as Nortel accepted its stalking horse bid of $282 million, with adjustments that decreased the net sale price to about $100 million, without a formal bidding process.[79][80][81] Ericsson purchased Nortel's share in its joint venture with LG Electronics for US$242 million, forming LG-Ericsson, in June 2010.[82][83] Ericsson also purchased Nortel's final operating unit, the Multi-Service Switch division, in September 2010 for US$65 million.[84][85][86] Nortel's Ottawa campus on Carling Avenue was purchased by Public Works and Government Services Canada (PWGSC) in October 2010, for a cash purchase price of CDN$208 million.[87]

The last major asset of Nortel, approximately 6,000 patents and patent applications encompassing technologies such as wireless, wireless 4G, data networking, optical, voice, Internet, and semiconductors, was sold for $4.5 billion to a consortium including Apple, EMC, Ericsson, Microsoft, Research In Motion, and Sony, pending American and Canadian court approval.[88][89] (Google had placed the initial stalking horse bid of $900 million[90] and later upped the bid to $1,902,160,540, then $2,614,972,128, and eventually $3.14159 billion, which are references to Brun's constant, Meissel–Mertens constant, and pi.)[91] Bankruptcy filings state that Nortel owes former Canadian engineers $285,000 for patent awards that were not paid.[92]

In October 2011, the administrators of Nortel's British subsidiary lost their appeal to overturn a court order requiring them to pay £2.1 billion into Nortel's underfunded pension plan.[93]

Products

Nortel made telecommunications and computer network equipment and software. It served both general businesses and communications carriers (landline telephone, mobile phone, and cable TV carriers). Technologies included telephony (voice) equipment of all kinds, optical fiber, local wireless, and multimedia.

Past products included:

Telephone Systems Telephone sets and terminals LAN and MAN equipment
Application Server 5200 and Application Server 5300 (AS5300) Nortel business phones, digital sets for Meridian and Norstar Baystack and ERS (Ethernet Routing Switch), managed network switches for Ethernet; ERS-8600, ERS-8300, ERS-5600, ERS-5500, ERS-4500, ERS-2500
Digital Multiplex System (DMS and SL-100 families) large-scale digital carrier phone switch Northern Electric home phones Multiservice Switch (MSS) (formerly Passport); MSS20000, MSS15000, MSS7400, MSS6400
Meridian 1 (SL-1) medium-to-large-scale PBX Northern Telecom home phones Metro Ethernet Routing Switch 8600
Meridian Norstar small-to-medium-scale digital key telephone system Nortel payphones Nortel Secure Network Access (switch and software)
Nortel Communication Servers, medium-to-large-scale VoIP PBX Systems; CS2100, CS2000, CS1500, CS1000 Nortel IP Phone 1120E
DV-1 minicomputer digital voice and data system Nortel IP Phone 1140E
SG-1 analog stored program control PBX
SP-1 analog stored program control carrier switch
Routers Software Other WAN equipment
Secure Router 1000 Systems; SR1004, SR1002, SR1001S, SR1001 Visualization Performance & Fault Manager (VPFM) 1 Mbit/s modem
Secure Router 3120 Nortel Enterprise Switch Manager
Secure Router 4134 Nortel File and Inventory Manager
Secure Router 8000 Systems; SR8002, SR8004, SR8008, SR8012 Nortel Multi-link Trunking Manager
VPN Routers; 1750, 2700, 2750, 5000 Nortel Multicast Manager
Nortel Speech Server
Passport Carrier Release
Nortel Routing Manager
Nortel Security Manager
Nortel VLAN manager
Unified Communications Management
Agile Communication Environment

Criticism and controversy

The criticisms and controversies outlined below revolve around government bailouts, illegal breach of trust in Nortel's Health and Welfare Trust, bookkeeping irregularities, excessive compensation for Nortel executives, the treatment of company pensioners and the creditor claim made by Nortel's ex-CEO[citation needed]

Government bailouts

2003

On Feb 16, 2003 the Winnipeg Sun published an article criticising the Canadian Federal government for propping up “mega-loser Nortel” through Export Development Canada (EDC). The article interviewed Walter Robinson of the Canadian Taxpayers Federation who termed this EDC support as "corporate welfare at its worst." Mr Robinson was appalled that Canadians who already lost billions on Nortel on the stock market would be asked for even more money through their taxes to support Nortel.[35]

2009

EDC had agreed to provide up to $30 million in short-term financing through an existing bonding facility. The Canadian government resisted characterizing its position on Nortel as a bailout.[94]

Illegal breach of trust in Nortel's Health and Welfare Trust

There have been reports of financial irregularities at Nortel's Health and Welfare Trust. Diane Urquhart, a financial analyst, testified before a parliamentary committee that $100 million is missing from the HWT and that a $37 million loan to the corporation has not been paid back.[95] The HWT was an unregistered trust maintained by Nortel to provide medical, dental, life insurance, long-term disability and survivor income and pension transition benefits.[96][97] Until 2005 Nortel fully funded the disability insurance in its HWT. However, it is alleged that since then, the HWT Governance Committees and third party trustee, Northern Trust, breached their fiduciary duties to protect Nortel's disabled employees and survivors of deceased employees by allowing Nortel to misdirect over $100 million from the HWT for purposes inconsistent with the terms of the HWT.[98]

Bookkeeping irregularities

In 2007 both the U.S. Securities and Exchange Commission and the Ontario Securities Commission laid charges against former senior financial officials from Nortel including Frank Dunn who was fired from Nortel in 2004. Frank Dunn was promoted from chief financial officer to replace John A Roth as CEO in November, 2001. According to the SEC, Dunn and three other financial officers began to fudge revenue by misusing so-called "bill and hold" transactions starting "no later than September, 2000". The SEC said that at least a year's worth of the alleged book-cooking took place while John Roth was still CEO of Nortel, even though no charges were laid against him. [99] [100]

Executive compensation

2003

In 2003 Nortel paid tens of millions of dollars in so-called "return to profitability" bonuses, largely to a select group of senior managers. The "return to profitability" was alleged to be a fabrication achieved by the release of $490 million in reserves to boost earnings.[101]

2008

In 2008, despite continuing losses, layoffs and declining share prices at the struggling telecom-gear maker, Nortel Networks CEO Mike Zafirovski is awarded a 21.5 percent pay increase to $10.1 million.[102]

2009

As Nortel entered protection from creditors proceedings, it paid out retention bonuses to almost 1,000 top executives, totalling up to US$45 million,[52] drawing criticism as the company withheld severance payments to employees laid-off prior to the creditor protection filing. Nortel proceeded with thousands of additional layoffs without severance,[103][104] and the pension fund remained underfunded,[105] while Nortel paid $14.2 million in cash to seven executives. Nortel also paid $1.4 million to ten former and current directors, and paid $140 million to lawyers, pension, human resources and financial experts helping to oversee the company’s bankruptcy proceedings.[61]

2010

In a U.S. court filing on February 11, 2010, Nortel proposed to spend $92.3M on retention bonuses for 1,475 employees in its Nortel Business Services and Corporate groups. According to the plan, Christopher Ricaurte, president of Nortel Business Services, will receive $2.5 million in incentives. In all, Canadian employees are eligible for $27 million, U.S. employees $55 million, and about $10 million will go to others. This proposed plan came the same week Nortel negotiated a $57-million deal to wind up health care and other benefits for former Canadian employees.[106] Claiming that the retention bonuses proposal is extraordinary, acting US trustee, Roberta DeAngelis, objected to the payment of $55.6 million to 866 employees.[78] However, court appointed representatives for Nortel former employees, who are creditors in the Ontario bankruptcy court, have signed an agreement to not oppose any employee incentive program.

Treatment of Nortel pensioners

On June 23, 2010 the newsobserver published a story critical of the treatment pensioners have been receiving from their former employer, Nortel. According to the article Nortel has asked a federal court to terminate medical coverage, prescription drug coverage, long-term disability and life insurance of 4,000 retirees and dependents, claiming the benefits are costing the company $2 million per month. Nortel blamed the company's creditors for this decision.[107]

Nortel ex-CEO files as a creditor seeking $1 billion from the proceeds of bankruptcy

In the middle of the decade several class-action lawsuits were filed against John Roth and others, by former employees who felt that their 401K company plans were depleted due to misrepresentation by the defendants. They claimed they were duped into investing in Nortel stock, when those who encouraged them to do so allegedly knew that the company was ailing. John Roth left Nortel in 2001 with more than $130 million.

In 2009 Mr. Roth filed a claim for $1 billion, aiming to become a creditor to the assets of Nortel along with all other Nortel employees, in case the class action lawsuits against him succeeded.[108][109]

Corporate information

Headquarters

Nortel's former head offices at 195 The West Mall.

Nortel's current headquarters is located at 5945 Airport Road in Mississauga, Ontario.[110] Previous locations of its head offices include Brampton, Ontario (sold to Rogers Communications in 2006 and now known as Rogers Park, Brampton), and at 195 The West Mall (now used by SNC-Lavalin) in Toronto.[111]

Global worksites, partners, and customers

Former campus in California

Nortel expanded into the U.S. in 1971. The company eventually had employees in over 100 locations in the U.S. with R&D, software engineering, and sales centers in many states including California, Florida, Georgia, Illinois, Maryland, Massachusetts, North Carolina, Texas, and Virginia. Nortel's full service R&D centres were located in Ottawa (its R&D headquarters), Beijing, and Guangzhou.[112] In Canada, Nortel also has R&D sites in Montreal, Belleville, and Calgary. In the United States, Nortel's major R&D sites were in Research Triangle Park (North Carolina), Richardson (Texas), Billerica (Massachusetts), and Santa Clara.

Nortel had a significant presence in Europe, Middle East, Africa, the Caribbean, and Latin America. Nortel delivers network infrastructure and communication services to customers across Asia in Mainland China, Hong Kong, Taiwan, South Korea, Japan, Singapore, Thailand, Malaysia, India, Pakistan, Australia, New Zealand, and Turkey (Nortel owned 53.17% of Nortel Netaş, originally established as a joint venture with Turkish PTT in 1967[113]). In addition, the company had three joint ventures in the People's Republic of China, including Guangdong Nortel Telecommunications Equipment (GDNT), who operates Nortel's full service R&D centres in China.

Business structure

At the start of 2010, based on membership in Nortel's benefit plan, there were 1,637 employees working for Nortel Networks and 982 working for Nortel Technology in Canada.[114] In February 2008, Nortel employed approximately 32,550 people worldwide, including 6,800 employees in Canada and 11,900 in the United States.[42] Nortel operations were divided into the following segments:[115][116]

  • Carrier Networks (CN): Mobility networking solutions, including CDMA, GSM, and UMTS, and carrier networking solutions, both circuit and packet based.
  • Enterprise Solutions (ES): Enterprise networking solutions, including circuit and packet based voice, data, security, multimedia messaging and conferencing, and call centres.
  • Metro Ethernet Networks (MEN): Optical and metropolitan area networking solutions, for carrier and enterprise customers.
  • Global Services (GS): Services in four areas: network implementation, network support, network management, and network applications (including web services).

Corporate governance

Current members of the board of directors:[60]

Former members of the board of directors:[117]

Past Leadership:[118]

See also

Notes

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  2. ^ a b "It's official: Nortel shares are worthless" (Press release). The Globe and Mail. 2009-06-22. http://www.theglobeandmail.com/blogs/streetwise/its-official-nortel-shares-are-worthless/article1191739/. Retrieved 2009-06-22. 
  3. ^ Silver, Sarah (June 20, 2009). "Nortel Will Liquidate Assets". The Wall Street Journal. http://online.wsj.com/article/SB124545014712332521.html. Retrieved June 22, 2009. 
  4. ^ http://www.istockanalyst.com/article/viewsecfiling/articleid/5611927
  5. ^ a b "Nortel Obtains Court Orders for Creditor Protection" (Press release). Nortel Networks Corporation. 2009-01-14. http://biz.yahoo.com/iw/090114/0466136.html. Retrieved 2009-01-14. 
  6. ^ Gillies, Rob. "Nortel to sell itself off in pieces". Associated Press, via Physorg.com. http://www.physorg.com/news164735322.html. Retrieved 2009-11-18. 
  7. ^ "Nortel Obtains Further Extension of Stay Period Under CCAA and Announces Management Changes" (Press release). Nortel Networks Corporation. 2011-12-14. http://www.nortel-canada.com/2011/12/nortel-obtains-further-extension-of-stay-period-under-ccaa-and-announces-management-changes/. Retrieved 2012-01-23. 
  8. ^ Nortel Networks Inc.. "Nortel Networks Inc. News Releases". http://www.nortel-us.com/category/news-releases/. Retrieved 2012-01-23. 
  9. ^ a b c d Nortel Networks (2008). "Corporate information: Nortel History - 1874 to 1899". Nortel Networks. http://www.nortel.com/corporate/corptime/1874.html. Retrieved 2009-04-30. 
  10. ^ Murphy, George Joseph (1993). A History of Canadian Accounting Thought and Practice. Taylor & Francis. p. 82. ISBN 0815312482, 9780815312482. 
  11. ^ a b c d Rens, Jean-Guy; Roth, Käthe (2001). The Invisible Empire: A History of the Telecommunications Industry in Canada. McGill-Queen's Press - MQUP. p. 129. ISBN 077352052X, 9780773520523. 
  12. ^ Rens, Jean-Guy; Roth, Käthe (2001). The Invisible Empire: A History of the Telecommunications Industry in Canada. McGill-Queen's Press - MQUP. p. 130. ISBN 077352052X, 9780773520523. 
  13. ^ a b Sessional Papers. C. H. Parmelee. 1896. p. 34. 
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  16. ^ Lewis, H. Spencer (1998). The Mystic Triangle: A Modern Magazine of Rosicrucian Philosophy. Kessinger Publishing. ISBN 0766107051, 9780766107052. 
  17. ^ a b Nortel Networks (2009). "Corporate information: Nortel History - 1920 to 1929". Nortel Networks. http://www.nortel.com/corporate/corptime/1920.html. Retrieved 2009-04-03. 
  18. ^ Rens, Jean-Guy; Roth, Käthe (2001). The Invisible Empire: A History of the Telecommunications Industry in Canada. McGill-Queen's Press - MQUP. p. 197. ISBN 077352052X, 9780773520523. 
  19. ^ Chapuis, Robert J.; Joel, Amos E. (2003). 100 Years of Telephone Switching: Manual and Electromechanical Switching, 1878-1960's (2, illustrated ed.). IOS Press. p. 282. ISBN 1586033492, 9781586033491. 
  20. ^ Nortel Networks (2007). "Corporate information: Nortel History - 1950 to 1959". Nortel Networks. http://www.nortel.com/corporate/corptime/1950.html. Retrieved 2007-11-17. 
  21. ^ "Northern Electric - A Brief History". http://www.porticus.org/bell/northern_electric_history.html. Retrieved 2006-09-12. 
  22. ^ Rens, Jean-Guy (2007). "Canada and the Birth of the Digital World: The Contributions of R. Charles Terreault". Canada's Telecommunications Hall of Fame. http://www.telecomhall.ca/index.php?page=92. Retrieved 2007-10-14. 
  23. ^ Oliver, Richard; Scheffinan, David (1995). "The Regulation of Vertical Relationships in the US Telecommunications Industry" (PDF). Managerial and Decision Economics 16 (4): 327–348. doi:10.1002/mde.4090160407. http://www.richardwoliver.com/PDFs/VerticalRelationships.pdf. 
  24. ^ Wahl, Andrew (2009-03-24). "The good, the bad and the ugly: Nortel Networks". Canadian Business magazine. http://ca.finance.yahoo.com/personal-finance/article/canadianbusiness/1037/the-good-the-bad-and-the-ugly-nortel-networks. Retrieved 28 July 2009. 
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