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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934  Date of Report (Date of earliest event reported)
    
    MAY 4, 2005
 NORTEL NETWORKS CORPORATION    CANADA(State or other jurisdictionof incorporation)
    
    001-07260(CommissionFile Number)
    
    NOT APPLICABLE(IRS EmployerIdentification No.)8200 DIXIE ROAD, SUITE 100, BRAMPTON, ONTARIO, CANADA(Address of principal executive offices)
    
    L6T 5P6(Zip Code)
  Registrants telephone number, including area code
    
    905-863-0000
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):  o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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Item 5.02(b)(c) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Paul W. Karr, 49, has been appointed controller of the registrant and Nortel Networks Limited (NNL)
effective May 4, 2005. Mr. Karr replaces Karen E. Sledge who had been appointed controller on an
interim basis, effective February 7, 2005. Mr. Karr will receive a base salary of US$375,000 (per
annum) and will be eligible for a target annual bonus of 60% of base salary under the annual bonus
plan of NNL (the Nortel Networks Limited SUCCESS Incentive Plan), based on the generally applicable
performance criteria under such plan. Mr. Karr will be eligible to participate in certain other
employee benefit plans and the registrants Executive Retention and Termination Plan in accordance
with the generally applicable terms of such plans. The registrant also intends to recommend for
approval a new hire grant of 175,000 stock options of the registrant for Mr. Karr, subject to the
terms and conditions of the applicable stock option plan of the registrant. Mr. Karr has approximately 27 years of experience in accounting and finance areas as a result of
holding various senior positions in an accounting firm and multi-national corporations. He is an
expert in United States generally accepted accounting principles. Most recently, as Vice President
and Financial Controller of Bristol-Myers Squibb Company (Bristol-Myers) from November 2003 to
December 2004, where he was chiefly responsible for guiding that companys second restatement
process. In particular, while at Bristol-Myers, Mr. Karr oversaw the reporting, consolidation,
technical accounting, accounting policies and training program functions. Prior to his position
with Bristol-Myers, Mr. Karr held numerous senior positions within various divisions of the General
Electric Company between February 1994 and October 2003, the most recent being Senior Vice
President and Chief Accounting Officer, GE Capital Market Services during 2003. In addition, prior
thereto, Mr. Karr spent approximately 16 years with Deloitte & Touche, his most recent position
being National Consultation Partner in 1993.




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTEL NETWORKS CORPORATIONBy:
    /s/ Peter W. CurriePeter W. CurrieChief Financial OfficerBy:
    /s/ Gordon A. DaviesGordon A. DaviesAssistant General Counsel  Securitiesand Corporate Secretary Dated: May 5, 2005