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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Nortel Networks S.A.
We have audited the accompanying consolidated balance sheets of Nortel Networks S.A., a subsidiary of Nortel Networks Limited, and its
subsidiaries as of December 31, 2003 and 2002 and the related consolidated statements of operations, shareholders’ equity and cash flows for
each of the three years in the period ended December 31, 2003 (all expressed in Euros). These financial statements are the responsibility of
Nortel Networks S.A. management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Nortel Networks S.A. and
its subsidiaries as of December 31, 2003 and 2002 and the results of their operations and their cash flows for each of the three years in the
period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.
As described in note 3 to the consolidated financial statements, the accompanying consolidated financial statements of Nortel Networks S.A. as
of December 31, 2002, and for each of the two years in the period then ended have been restated.
As described in note 4 to the consolidated financial statements, effective January 1, 2003, Nortel Networks S.A. changed its method of
accounting for stock-based compensation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for
Stock-based Compensation — Transition and Disclosure”. Also, as described in note 4, effective January 1, 2002, Nortel Networks S.A.
changed its method of accounting for goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”.
Deloitte & Associés
(formerly Deloitte Touche Tohmatsu)
SociétédeCommissairesauxComptes
/s/ Nicholas L.E. ROLT
Neuilly, France
January 10, 2005
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