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All dollar amounts in this document are in United States dollars unless otherwise stated.
NORTEL NETWORKS, NORTEL NETWORKS LOGO, NT, the GLOBEMARK, BUSINESS WITHOUT BOUNDARIES, DMS, OPTERA
and UNIVERSAL EDGE are trademarks of Nortel Networks.
ACCESSNODE is a trademark of Zhone Technologies Inc.
CDMA2000 is a trademark of the Telecommunications Industry Association.
CDMAONE — design mark is a trademark of the CDMA Development Group, Inc.
JUNGLEMUX is a trademark of GE Industrial Systems Technology Management Inc.
MOODY’S is a trademark of Moody’s Investors Service, Inc.
RCMP is a trademark of the Royal Canadian Mounted Police.
S&P and STANDARD & POOR’S are trademarks of The McGraw-Hill Companies, Inc.
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ITEM 9A.
Controls and Procedures 113
PART III
ITEM 10.
Directors and Executive Officers of the Registrant 138
Executive officers and certain other non-executive board appointed officers of the Registrant 142
Section 16(a) beneficial ownership reporting compliance 144
ITEM 11.
Executive Compensation 145
Summary compensation table 145
Option grants in 2003 151
Aggregate option exercises in 2004 and 2003 and year-end option values 151
Long-term incentive plans — awards in last fiscal year 154
Retirement plans 155
Certain employment arrangements 158
Compensation of directors 160
Compensation committee interlocks and insider participation 161
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management 161
Equity compensation plan information 164
ITEM 13.
Certain Relationships and Related Transactions 165
Indebtedness of managemen
t
165
ITEM 14.
Principal Accountant Fees and Services 166
PART IV
ITEM 15.
Exhibits, Financial Statement Schedules and Reports on Form 8-K 168
SIGNATURES
223