To: the Chief who wrote (57509 ) 9/25/2002 9:44:23 PM From: Vitalsigns Read Replies (1) | Respond to of 62347 Nortel plans consolidation; lowers Q3 revenue outlook Nortel Networks Corp NT Shares issued 3,213,742,000 Sep 25 close $1.03 Wed 25 Sept 2002 News Release Mr. David Chamberlin reports Nortel Networks now expects revenues from continuing operations in the third quarter of 2002 to be lower than second quarter 2002 revenues from continuing operations by approximately 15 per cent. This compares with its previously stated guidance of expected sequentially lower revenues in the third quarter of 2002 of "up to approximately 10 per cent." Further deterioration in spending by service providers, generally in the United States and for wireless networks in Asia, has resulted in the revised outlook. Despite the current revenue outlook, the company continues to expect that the impact of its continuing restructuring will result in a lower cost structure in the third quarter of 2002. Factoring the uncertainty about the timing of a meaningful recovery in the telecom market into its quarterly review procedures regarding the potential realization of the income tax assets on its balance sheet, the company at this time anticipates recognizing significantly lower than expected income taxes against its loss for the third quarter. As a result, the company expects a marginally larger pro forma net loss from continuing operations (a) per share in the third quarter of 2002 compared with the second quarter of 2002. Frank Dunn, president and chief executive officer, Nortel Networks, reiterated: "Despite the continued challenging market environment, our top priority remains to return to profitability by the end of June of 2003. We are progressing well in our restructuring plan, and we will continue to monitor the market and the spending environment and take additional actions, as appropriate, to achieve our profitability goals." In addition, the company continues to assess its overall liquidity needs and expects to enter into discussions with its banks regarding its existing credit facilities (all of which are currently undrawn). The company also announced today that it plans to present a proposal to its shareholders for a consolidation of its outstanding common shares (also known as a reverse stock split) at its annual meeting planned for spring 2003. The consolidation ratio will be set by the company's board of directors in early 2003 at a level which would be expected at that time to result in an initial postconsolidation common share price in the range of $10 (U.S.) to $20 (U.S.), assuming receipt of shareholder and regulatory approvals. As of the close of trading today, the 30-day average closing share price for the company's common shares has fallen below the minimum continued listing requirements of the New York Stock Exchange. The planned share consolidation proposal is intended to satisfy such continued listing requirements. (a) Nortel Networks' pro forma loss from continuing operations is defined as reported net loss from continuing operations before any acquisition-related costs (in-process research and development expense, and the amortization of acquired technology and good will from all acquisitions subsequent to July, 1998, as applicable), stock option compensation from acquisitions and divestitures, all special charges (including restructuring), any gain or loss on sale of businesses, one-time gains associated with certain investment sales, and any associated items as included in the income or loss of the company's equity accounted for investments. This pro forma measure is not a recognized measure for financial statement presentation under United States generally accepted accounting principles (U.S. GAAP). Non-U.S. GAAP earnings measures (such as this pro forma measure) do not have any standardized meaning and are therefore unlikely to be comparable with similar measures presented by other issuers. This pro forma measure is provided to assist readers in evaluating the operating performance of Nortel Networks' continuing business and each of the items listed above are excluded because they are considered to be of a non-operational nature in the applicable period. Investors are encouraged to consider this pro forma measure in the context of Nortel Networks' U.S. GAAP results. WARNING: The company relies upon litigation protection for "forward-looking" statements. (c) Copyright 2002 Canjex Publishing Ltd. stockwatch.com