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January 23, 2003

Nortel Networks Declares Preferred Share Dividends

TORONTO – The board of directors of Nortel Networks* Limited declared a dividend on each of the outstanding Cumulative Redeemable Class A Preferred Shares Series 5 [TSX: NTL.PR.F] and the outstanding Non-cumulative Redeemable Class A Preferred Shares Series 7 [TSX: NTL.PR.G], the amount of which for each series will be calculated by multiplying (a) the average prime rate of Royal Bank of Canada and Toronto-Dominion Bank during February 2003 by (b) the applicable percentage for the dividend payable for such series for January 2003 as adjusted up or down by a maximum of 4 percentage points (subject to a maximum applicable percentage of 100 percent) based on the weighted average trading price of the shares of such series during February 2003, in each case as determined in accordance with the terms and conditions of such series. The dividend on each series is payable on March 12, 2003 to shareholders of record of such series at the close of business on February 28, 2003.

Nortel Networks is an industry leader and innovator focused on transforming how the world communicates and exchanges information. The company is supplying its service provider and enterprise customers with communications technology and infrastructure to enable value-added IP data, voice and multimedia services spanning Wireless Networks, Wireline Networks, Enterprise Networks, and Optical Networks. As a global company, Nortel Networks does business in more than 150 countries. More information about Nortel Networks can be found on the Web at www.nortelnetworks.com.

Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors which could cause results or events to differ from current expectations include, among other things: the severity and duration of the industry adjustment; the sufficiency of our restructuring activities, including the potential for higher actual costs to be incurred in connection with restructuring actions compared to the estimated costs of such actions; fluctuations in operating results and general industry, economic and market conditions and growth rates; the ability to recruit and retain qualified employees; fluctuations in cash flow, the level of outstanding debt and debt ratings; the ability to meet financial covenants contained in our credit agreements; the ability to make acquisitions and/or integrate the operations and technologies of acquired businesses in an effective manner; the impact of rapid technological and market change; the impact of price and product competition; international growth and global economic conditions, particularly in emerging markets and including interest rate and currency exchange rate fluctuations; the impact of rationalization in the telecommunications industry; the dependence on new product development; the uncertainties of the Internet; the impact of the credit risks of our customers and the impact of customer financing and commitments; stock market volatility; the entrance into an increased number of supply and outsourcing contracts which contain delivery and installation provisions, which, if not met, could result in the payment of substantial penalties or liquidated damages; the ability to obtain timely, adequate and reasonably priced component parts from suppliers and internal manufacturing capacity; the future success of our strategic alliances; and the adverse resolution of litigation. For additional information with respect to certain of these and other factors, see the reports filed by Nortel Networks with the United States Securities and Exchange Commission. Unless otherwise required by applicable securities laws, Nortel Networks disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

*Nortel Networks, the Nortel Networks logo and the Globemark are trademarks of Nortel Networks.

Contact for Press and Analysts:

Media:
Tina Warren
Nortel Networks
905-863-4702
tinawarr@nortel.com

Investors:
Nortel Networks
888-901-7286
905-863-6049
investor@nortel.com

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