Nortel

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Nortel Networks Corporation

Type	Public Pink Sheets: NRTLQ
Fate	Under Liquidation[1][2][3]
Founded	Montreal, Quebec (1895)
Headquarters	Toronto, Ontario, Canada
Key people	Mike Zafirovski, Vice Chairman, CEO & COO
Industry	Telecommunications, Networking
Products	See [1]
Revenue	▲$10.95 billion USD (2007)
Employees	32,550 (February 2008)
Website	www.nortel.com

Nortel Networks Corporation (Pink Sheets: NRTLQ), formerly known as Northern Telecom Limited and sometimes known simply as Nortel, is a multinational telecommunications equipment manufacturer headquartered in Toronto, 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.^[4] The company does not expect to successfully emerge from bankruptcy, and is in the process of selling off its various business units.^[5]

[edit] History

[edit] Origins

A Contempra Telephone (Artifact no. 2000 0019) by Northern Electric ca. 1967, with the first Canadian-designed, fully electronic digital PBX telephone switching board ca. 1972., on display at the Canada Science and Technology Museum (Aug. 2008).

In 1882, a mechanical department was created within Bell Telephone Company of Canada to manufacture telephones and telephone equipment for Canada,^[6] because telephone equipment could not be imported into Canada from America.^[7] In addition to phones, four years later, the department started manufacturing its first switchboard, a 50 line Standard Magneto Switchboard.^[6][8] The small manufacturing department expanded yearly with the growth and popularity of the telephone to 50 employees in 1888.^[8] By 1890 it transformed into its own branch of operations with 200 employees and a new factory was under construction.^[6]

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.^[9] 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.^[6]

[edit] Northern Electric and Manufacturing Company

"The Northern Electric and Manufacturing Company" Limited, was incorporated on 7 December 1895, by the following Corporate Members/Board of Directors:^[10] 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.^[11] The first general stock holders meeting was held on March 24, 1896.

On 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.^[12] Northern Electric and Manufacturing further expanded its product line in 1900, manufacturing the first Canadian wind-up gramophones that played flat discs.^[13] In 1911 the Wire and Cable company changed its name to the Imperial Wire and Cable Company.^[8]

[edit] 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.^[13] Edward Fleetford Sise was the president and his brother Paul Fleetford Sise was the vice-president and general manager.^[14]

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 the "Peanut" vacuum tube for $5 which only required 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."^[15] During the 1920s Northern Electric was making kettles, toasters, cigar lighters, electric stoves, and washing machines.^[16] In January 1923 Northern Electric started to operate a radio station with call letters CHYC, an AM radio station located in the Shearer Street plant and much of the programming was religious services for the Northern Electric employees and families in the community. On July 1923 CHYC AM radio station 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.^[17] Later in the 1920s, Northern created the first talking movie sound system in the British Empire for a theater in Montreal.^[18]

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 employee headcount dropped from 6100 to a low of 2,400.^[19]

[edit] 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.

[edit] 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.

[edit] Deregulation and the optical boom

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 100-year anniversary in 1995, the company set out to dominate the burgeoning global market for public and private networks.

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.

[edit] After the Internet bubble

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). Nortel's market capitalization fell from C$398 billion in September 2000 to less than $5 billion in August 2002. Nortel's stock price plunged from C$124 to $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.

CEO John Roth retired under controversy to be succeeded by former CFO Frank Dunn. Despite some initial perceived success in turning the company around, he was fired for cause in 2004 after being accused of financial mismanagement. Dunn and other former Nortel officers have been accused of engaging in accounting fraud by the SEC (for more information, refer to "Accounting scandal").^[24]

To replace Dunn as CEO, retired United States Admiral Bill Owens was hired in 2004. Nortel Networks subsequently returned to using the Nortel name for branding purposes only (the official company name was not changed).

Nortel acquired PEC Solutions in June 2005, renaming it Nortel Government Solutions Incorporated or NGS. The wholly-owned subsidiary provides information technology and telecommunications services to a variety of government agencies and departments.^[25]

On August 17, 2005, LG Electronics and Nortel signed an agreement to form a joint venture to offer telecom and networking solutions in the wireline, optical, wireless and enterprise areas for South Korean and global customers. Nortel owns 50 percent plus one share in the joint venture.

[edit] Mike Zafirovski as CEO

Mike S. Zafirovski replaced Owens as president and CEO on November 15, 2005.^[26]

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. A year later, in February, 2008, Nortel again announced plans to eliminate 2,100 jobs, and to transfer another 1,000 jobs to lower-cost centres.^[27] As part of the reductions, Nortel announced it would shut down its Calgary campus by 2009.^[28]

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.^[29]

In December 2008, Nortel was notified by the New York Stock Exchange that the company would be delisted if its common shares failed to rise above $1 per share within 6 months. Nortel executives considered a reverse stock split to force up the price of Nortel shares.^[30]

[edit] 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.^[4][31][32] Nortel had an interest payment of $107 million due the next day, approximately 4.6% of its cash reserves of approximately $2.3 billion.^[33] After the announcement, the share price fell more than 79% on the Toronto Stock Exchange.

At the end of January 2009, Nortel announced that it would be discontinuing its WiMAX business and its joint agreement with Alvarion.^[34][35]

On February 19, 2009, Nortel announced a stalking horse bid from Israeli technology firm Radware to purchase its Layer 4-7 application delivery business. Nortel had acquired the application switch product line in October 2000 when it purchased Alteon WebSystems.^[36][37]

On June 19, 2009, Nortel announced a stalking horse bid from Nokia Siemens Networks to purchase Nortel's CDMA and LTE assets for $650 million. At the same time, Nortel announced that it was no longer likely that the company will emerge from bankruptcy protection, and will be seeking to sell their remaining business units.^[1] As of June 22, 2009, Nortel has ceased trading its shares on the Toronto Stock Exchange and has applied to delist its shares.^[1][2]

[edit] Products

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

Past and present products include:

[edit] Corporate information

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

[edit] Headquarters

As of October 25, 2005, the company relocated its headquarters from Brampton, Ontario in the Greater Toronto Area to 195 The West Mall in western Toronto, in the former city of Etobicoke.^[38] The Brampton offices were sold to media-telecom giant Rogers Communications for C$100 million. The company has other key locations across Canada including its R&D headquarters in Ottawa.

[edit] Global worksites, partners, and customers

Nortel expanded into the U.S. in 1971. Today there are 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 are located in Ottawa (its R&D headquarters), Beijing, and Guangzhou.^[39] In Canada, Nortel also has R&D sites in Montreal, Belleville, and Calgary. In the United States, Nortel's major R&D sites are in Research Triangle Park (North Carolina), Richardson (Texas), Boston, and Santa Clara.

Nortel has 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 owns 53.17% of Nortel Netaş, originally established as a joint venture with Turkish PTT in 1967^[40]). In addition, the company has 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.

[edit] Business structure

As of February, 2008, Nortel employed approximately 32,550 people worldwide, including 6,800 employees in Canada and 11,900 in the United States.^[27] Nortel operations are divided into the following segments:^[41][42]

• 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).

[edit] Corporate governance

[edit] Accounting scandal

Nortel shares soared in the late 1990s and collapsed in 2002 along with the technology bubble. Nortel then reported a return to profitability in early 2003, following a promise to do so by chief executive officer Frank Dunn.

In late October 2003, Nortel announced that it intended to restate approximately $900M of liabilities carried on its previously reported balance sheet as of June 30, 2003, following a comprehensive internal review of these liabilities (“First Restatement”). 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.

Nortel unveiled details of additional accounting errors involving billions of dollars and said that a dozen of the company's most senior executives would take the unusual step of returning $8.6 million dollars of bonuses they were paid based on the erroneous accounting.

At Nortel, 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.

Five directors stepped down. Nortel's board has faced criticism for allowing the company's accounting fiasco to go on and approving the bonus plans, but none of the five directors were accused of wrongdoing in a company investigation.

This accounting controversy eventually led to the departure of ten Nortel executives in 2004. Dunn, chief financial officer Douglas Beatty, and controller Michael Gollogly were fired.^[44]

Nortel filed with regulators its financial statements for 2003 and restated, for the second time, its results from earlier years. Securities regulators, the U.S. Securities and Exchange Commission, the Royal Canadian Mounted Police and the U.S. Attorney's office were conducting probes during this same period.

On June 19, 2008, the RCMP charged Dunn, Beatty, and Gollogly with criminal fraud related to their activities in 2002–2003.^[44]

[edit] Settling of litigation

In 2007, the Securities and Exchange Commission filed civil fraud charges in the U.S. District Court for the Southern District of New York against Nortel Networks Corporation and its principal operating subsidiary Nortel Networks Limited (Nortel) alleging that Nortel engaged in accounting fraud from 2000 through 2003 to close gaps between its true performance, its internal targets and Wall Street expectations.

Without admitting or denying the Commission's charges, Nortel agreed to settle the Commission's action by consenting to be permanently enjoined from violating the antifraud, reporting, books and records and internal control provisions of the federal securities laws - namely, Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Securities Exchange Act of 1934, and Exchange Act Rules 10b-5, 12b-20, 13a-1 and 13a-13. Nortel also agreed to pay a $35 million civil penalty, which the Commission sought to place in a Fair Fund for distribution to affected shareholders, and to report periodically to the Commission's staff on its progress in implementing remedial measures and resolving an outstanding material weakness over its revenue recognition procedures.^[45]

[edit] See also

Companies portal

• 1-Meg Modem
• Nortel Government Solutions
• Bell-Northern Research
• Multiservice Switch
• Passport Carrier Release
• Nortel Baystack
• Canadian Industrial Research and Development Organizations

[edit] References

• Nortel Networks, Larry Macdonald, John Wiley & Sons, 2000. ISBN 0-471-64542-7

[edit] External links

Find more about Nortel on Wikipedia's sister projects: Definitions from Wiktionary

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Images and media from Commons
News stories from Wikinews

Learning resources from Wikiversity

• Nortel – Company website.
• Innovative Communications Alliance (Nortel – Microsoft)
• People at Nortel Networks (LinkedIn)
• Nortel News – Corporate news from Nortel.
• Nortel background article by the CBC
• comp.dcom.sys.nortel - Usenet group on Nortel telecommunications products and systems.
• Digital World - Canada's Telecommunications Hall of Fame honours Nortel for its Digital World initiative. Background, photos and video.
• PCWorld.ca feature on Nortel's history of innovation

Business data

• Nortel at Google Finance
• Nortel at Yahoo Finance
• Nortel at Hoover's
• Nortel at Reuters
• Nortel SEC filings at EDGAR Online
• Nortel SEC filings at the Securities and Exchange Commission

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