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EXPLANATORY NOTE
Nortel Networks Corporation previously announced the need to restate its consolidated financial statements for the years ended December 31,
2002 and 2001 and each of its first three quarterly periods for 2003.
The consolidated statements of operations, changes in equity and comprehensive income (loss) and cash flows for the years ended
December 31, 2002 and 2001 and the consolidated balance sheet as of December 31, 2002, including the applicable notes, contained in this
Annual Report on Form 10-K have been restated.
A number of Nortel Networks past filings with the United States Securities and Exchange Commission remain subject to ongoing review by
the United States Securities and Exchange Commission’s Division of Corporation Finance. In addition, the Second Restatement involved the
restatement of Nortel Networks consolidated financial statements for 2001 and 2002 and the first, second and third quarters of 2003.
Amendments to Nortel Networks prior filings with the United States Securities and Exchange Commission would be required in order for
Nortel Networks to be in full compliance with Nortel Networks reporting obligations under the Securities Exchange Act of 1934. However,
Nortel Networks does not believe that it will be feasible to amend Nortel Networks Annual Report on Form 10-K/A for the year ended
December 31, 2002, or 2002 Form 10-K/A and our 2003 Quarterly Reports due to, among other factors, identified material weaknesses in
Nortel Networks internal control over financial reporting, the significant turnover in Nortel Networks finance personnel, changes in accounting
systems, documentation weaknesses, a likely inability to obtain third party corroboration in certain cases due to the substantial industry
adjustment in recent years and the passage of time generally. In addition, disclosure in the 2002 Form 10-K/A and 2003 Form 10-Qs would in
large part repeat the disclosure expected to be contained in this report and the 2004 Form 10-Qs. Accordingly, Nortel Networks does not plan
to amend our 2002 Form 10-K/A and 2003 Form 10-Qs. Nortel Networks believes that it has included in this report all information needed for
current investor understanding. Ongoing United States Securities and Exchange Commission review may require Nortel Networks to amend
this Annual Report on Form 10-K or Nortel Networks other public filings.
For a description of the restatements, see “Restatement” in note 3 of the accompanying audited consolidated financial statements and “Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Developments in 2003 and 2004 — Nortel
Networks Audit Committee Independent Review; restatements; related matters” contained in this Annual Report on Form 10-K.