LU Company Profile

We were incorporated in Delaware in November 1995. We were formed from the systems and technology units that were formerly a part of AT&T Corp. ('AT&T'), including the research and development capabilities of Bell Laboratories ('Bell Labs'), and were spun off by AT&T on September 30, 1996. Our principal executive offices are located at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (telephone number 908-582-8500).

We remain primarily focused on addressing the needs of the leading service providers throughout the world. Telecommunications spending remains highly concentrated with the 50 largest service providers responsible for approximately 75% of spending on equipment and services. In addition, the top 20 countries still account for more than 90% of all capital spending by service providers. We are organized to address service providers' needs globally through two distinct operations: Integrated Network Solutions ('INS'), which is focused on wireline service providers and Mobility Solutions ('Mobility'), which is focused on wireless service providers.

In INS, we are focused on the most immediate and most profitable opportunities in our key areas of strength, which include voice networking, data and network management and optical networking. We work closely with our customers to ensure that our research and development resources are focused in the areas that are important to them. We continue to enhance existing platforms by adding key feature functionality. For example, our 5E-XCTM high-capacity switch improved our embedded base of class 5 switches not only by increasing capacity, but also by adding capabilities that allow a cost-effective migration from circuit to packet. Additionally, in emerging product areas such as metro optical, we introduced new hardware and software products that add functionality to the embedded base.

In Mobility, we plan to lead the migration to next- or third- generation wireless networks, often referred to as 3G, across both CDMA2000 and Universal Mobile Telecommunication System ('UMTS')' industry standards. Both of these 3G standards leverage Code Division Multiple Access ('CDMA') technology, which is also known as spread spectrum because it spreads digital calls efficiently and securely across the available frequency spectrum. We believe that we are the leader in spread spectrum technology, and we continue to believe that the key to widespread deployment of 3G networks centers on meeting the enterprise and mass-market consumer demand for high-speed mobile data services and low-cost voice services. These services offer the promise of profitable new revenue streams for service providers and provide financial justification for the significant investments in network upgrades to 3G systems.

Lucent Worldwide Services ('LWS') is leading our strategic effort to become the network integrator of choice for service providers. LWS is positioned to take advantage of the large and burgeoning market for telecommunications support services, which includes professional services, deployment services, maintenance services and managed services. We intend to increase our international presence and capabilities and have plans to penetrate new markets adjacent to the core service provider market, such as government, enterprise and cable.

As part of our growth strategy, we have established our Global Business Partner program to complement our direct sales force. Our Global Business Partner program focuses on using indirect-channel partners, who are third parties that resell our products and services to customers who are not served by our direct sales force. By using indirect-channel partners, we can reduce costs and reach new markets by increasing our market coverage beyond the traditional service provider market and extending our sales reach in selected geographical areas. We have maximized our sales efforts by aligning our indirect-channel partner sales efforts with our direct sales efforts, thus ensuring that customers' experiences are consistent and achieving cost savings by consolidating marketing and operational support. This program provides us with the opportunity to enter into markets beyond the traditional service provider market, such as the government, enterprise and cable markets.

We are also focused on becoming the leading 'network integrator' partner for service providers. We will continue to integrate our own products and those of other vendors into end-to-end network solutions for customers. We have been and will continue seeking out and developing partnerships, such as our established relationships with Juniper and Cisco, in line with our strategy of providing integrated end-to-end carrier grade solutions for our customers. And, we will continue to establish strategic alliances with select industry leaders, such as our established alliances with EMC, Sun Microsystems and others, to extend our reach and creatively approach new markets. Through such partnerships and alliances, we are continually expanding our opportunities, not only in the service provider market, but also in new markets such as government. We plan to expand our capabilities in this area and believe that we are in a strong position to gain share in this growing market.

COMPETITION

The global telecommunications networking industry is highly competitive. Our current principal competitors include Alcatel, Ciena Corporation, Cisco Systems, Inc., LM Ericsson Telephone Company, Fujitsu Limited, Huawei Technologies, Motorola Inc., NEC Corporation, Nokia Corporation, Nortel Networks Corporation, Samsung Networks Inc. and Siemens AG. Some of our competitors, such as Alcatel and Nortel, compete across many of our product lines, while others compete in a smaller subset of our products.