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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)      NOVEMBER 11, 2004 NORTEL NETWORKS CORPORATION 
  CANADA
    
    001-07260
    
    NOT APPLICABLE(State or other jurisdiction
of incorporation)
    
    (Commission
File Number)
    
    (IRS Employer
Identification No.)
 8200 DIXIE ROAD, SUITE 100, BRAMPTON, ONTARIO, CANADA
    
    L6T 5P6(Address of principal executive offices)
    
    (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):  [  ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




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Item 2.02 Results of Operations and Financial Condition On November 11, 2004, Nortel Networks Corporation (the Company) issued a
press release (the Press Release) providing a status update on its and Nortel
Networks Limiteds (NNL) financial restatement process and other related
matters. The Press Release is attached hereto as Exhibit 99.1 and furnished in
accordance with Item 2.02 of Form 8-K. 
 Item 8.01 Other Events In the Press Release, the Company and NNL announced a further delay in the
filing of the Companys and NNLs financial statements and related periodic
reports to permit the resolution of focused revenue reporting issues and
remaining accounting matters identified by Nortel management during the course
of the current restatement process. Business Outlook Due to the increase in 2003 revenues as a result of the revenue adjustments
described below, the Companys revenue percentage growth for the full year 2004
compared to 2003 is now expected to be in the low single digits. The expected
2004 business performance reflects Wireless Networks growth in 2004 compared to
2003 reflecting principally market share gains in GSM, continued growth in UMTS
revenues and continued momentum in VoIP in service provider networks and
wireless mesh networks. As well, there is continued momentum in Enterprise
Networks driven by the deployment of IP Telephony, Multimedia and Security
Solutions. Due to the ongoing restatement activity, the Company has not
finalized its financial results for the third quarter of 2004. However, based
on its treasury systems, the Company anticipates reporting cash as at September
30, 2004 of approximately US$3.4 billion. During the third quarter of 2004, the
Company made approximately US$125 million in certain supplemental pension plan
contributions. Process to Complete
Review and Resolve Remaining Accounting Matters As previously announced, the Company and NNL continue to work on the
restatement of their financial results for each fiscal quarter in 2003 and for
the years 2002 and 2001, and the preparation of their financial statements for
the year 2003 and the first, second and third quarters of 2004. While the
principal focus of Nortels restatement process has been managements practices
regarding accruals and provisions, the Company has previously identified a
number of other adjustments, including to revenue, and included these
adjustments in its updates of estimated restatement impacts. Since the date of
the Companys last status update, these adjustments have increased. In light of
the aggregate amount of these adjustments to date, the Companys and NNLs
Boards of Directors have determined that, as part of the process of finalizing
the restatement, it would be prudent to confirm whether any additional revenue
adjustments are necessary. Significant work has already been performed by
Nortel management which has resulted in the adjustments outlined below. The
Companys management will also perform additional focused reviews in selected
periods to ensure that revenue has been properly recorded and presented. Revenue Adjustments Made
to Date Based on work done to date, the Company has identified adjustments to revenues,
primarily in the Companys Optical Networks and Enterprise Networks businesses
that have resulted in a net reduction in revenue of approximately US$600
million and US$2.5 billion in 1999 and 2000, respectively. Of the amount in
2000, approximately US$250 million of revenue will be permanently reversed,
with the remaining revenue adjustments in 1999 and 2000 being deferred and
recognized in subsequent years. The impact of these revenue adjustments in
subsequent years is currently estimated to result in a net increase in revenues
of approximately US$1.35 billion, US$450 million and US$450 million in 2001,
2002 and 2003, respectively. The adjustments to date would also result in
additional deferred revenue on the Companys balance sheet as of December 31,
2003. The revenue adjustments identified to date principally concern revenue that was
recognized incorrectly in any of the following circumstances:




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
    
    Before legal title or risk of loss on products had passed to
customers; where the criteria for recognizing revenues prior to actual
delivery had not been met; or where collectibility issues existed at
the time revenue was originally recorded. These adjustments account,
to date, for the majority of the net increase in 2001 revenue, a
significant portion of the net increase in 2002 revenue and
contributed to the net increase in 2003 revenue.  
    
    Where some elements of customer orders had not been delivered at the
date revenue was recognized, including future software upgrades; or
where interim product solutions were provided pending availability of
a new release of a particular optical product. These adjustments
resulted in reduction of revenue in 2001, and a significant portion of
the net increase in revenue in 2002 and 2003.  
    
    Where percentage of completion accounting principles were not
consistently applied in certain cases. These adjustments resulted in
both revenue deferrals to later periods and increases in prior
periods, contributing to a net increase in revenue in 2001 and 2003
and a net decrease in revenue in 2002.  
    
    Due to various other issues. These adjustments resulted in net
decreases in revenue in 2001 and 2002 and a net increase in revenue in
2003. Accounting for Embedded
Software The Company and its external auditors are discussing certain other accounting
matters with the United States Securities and Exchange Commission (the SEC).
In particular, Nortel has sought the views of the SEC with respect to the
Companys historical and continuing accounting treatment under United States
generally accepted accounting principles of revenues recognized on sales of
certain optical products containing embedded software. The Company believes
that its historical accounting treatment of these optical products is
appropriate and is fully supported in this conclusion by its external auditors.
Nevertheless, due to the judgments involved in the applicable accounting
analysis and the significant impact a different conclusion would have on the
Companys reported revenues (namely, the deferred recognition of substantial

revenue over a number of subsequent years), the Company, in consultation with
its external auditors, decided to obtain the views of the SEC on the Companys
analysis and conclusions. The Companys discussions with the SEC on this matter
are ongoing. The Company is also discussing certain other matters with the SEC
that could affect its and NNLs upcoming filings, including the SECs open
comments on past filings. Release of Unaudited
Results and Filing of Financial Statements Subject to the limitations described below under Update on Restatement
Impacts, the Company has identified a timeline for the release of certain
unaudited results and the filing of its periodic reports. Nortel plans to release preliminary unaudited results for the year 2003 and the
first and second quarters of 2004 as soon as practicable, in advance of filing
its periodic reports. In addition, the Company plans to release limited
preliminary unaudited results for the third quarter of 2004 by mid December
2004. Nortel now is targeting a filing date within 30 to 60 days for its and NNLs
audited financial statements for the year 2003 and unaudited financial
statements for the first and second quarters of 2004, and related periodic
reports. The Company expects that it and NNL will file, as soon as practicable
thereafter, its unaudited financial statements for the third quarter of 2004
and related periodic reports, and any required amendments to periodic reports
for prior periods.




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Update on Restatement
Impacts Based on the Companys work to date, and subject to the limitations described
below, the principal estimated impacts of the restatements and revisions
identified to date, including the revenue adjustment impacts described above,
to the Companys results reflect the following:  
    
    Revenue adjustments identified to date reflect increases to previously announced annual revenues of approximately 8 percent
in 2001, 4 percent in 2002 and 5 percent in 2003 (adjusted from approximately 7 percent in 2001, 1 percent in 2002 and 3
percent in 2003 previously announced);
    
    A reduction of approximately 35 percent in previously announced net earnings for 2003 (adjusted from 50 percent previously
announced); the amounts of the reduction in 2003 net earnings will largely be reported in prior periods, resulting in a
reduction in previously reported net losses for such periods including 2002 and 2001;
    
    As previously announced, approximately two-thirds of the reduction in 2003 net earnings identified to date impacts the
first half of 2003, with the remaining approximately one-third reduction impacting the second half of 2003;
    
    Approximately 30 percent of the 2003 net income reductions are expected to impact the Companys continuing operations, with
the remaining approximately 70 percent impacting discontinued operations (compared to the previously announced estimate of
an approximately equal impact to continuing operations and discontinued operations);
    
    As previously announced, no material impact to the Companys cash balance as at December 31, 2003; and
    
    No material changes to the previously announced estimated revenues for the first and second quarters of 2004. The Companys work to date with respect to the restatements and revisions and
the principal estimated impacts mentioned above, as well as the Companys and
NNLs expectations as to timing of filing their financial statements and
related periodic reports, are subject to a number of important limitations,
including:  
    
    These principal impacts are estimated impacts which have been identified by the Company based on the work done to date and
are not projections of the final impacts. As such, these principal estimated impacts continue to be preliminary and subject
to change;
    
    The ongoing work of the Nortel Audit Committee independent review;
    
    The ongoing work to be done by the Company related to the restatements and revisions, including the completion of Nortel
managements work on the remaining accounting matters and the outcome of its discussions with the SEC as described above;
    
    The previously disclosed material weaknesses in the Companys internal control over financial reporting; and
    
    The review or audit of the Nortel financial statements by the Companys external auditors. Nortel Networks
Limited The financial results of NNL are consolidated into the Companys results. NNLs
financial statements for the applicable periods will also be restated upon the
related restatements of the Companys financial statements. NNLs preferred
shares are publicly traded in Canada. Update on Certain
Potential Impacts Debt Securities As previously announced, as a result of the delay in the filing of the
Companys and NNLs 2003 Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q for the first and second quarters of 2004 (together, the Reports),
and the anticipated delay in filing their Quarterly Reports on Form 10-Q for
the third quarter of 2004 (the 2004 Third Quarter Reports), the Company and
NNL are not in compliance with their obligations to deliver their SEC filings
to the trustees under their public debt indentures. While a notice of default
could have been given at any time after March 30, 2004 by holders of at least
25 percent of the outstanding principal amount of any relevant series of debt
securities, neither the Company nor NNL has received any such notice as of
November 10, 2004.




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Based on inquiries made during the week of October 25, 2004, the Company
believes that approximately 45 percent of the outstanding principal amount of
the US$150 million 7.875% notes due June 2026 issued by a subsidiary of NNL and
guaranteed by it are held by a group of related holders. Other than with
respect to that series of debt securities, based on such inquiries, neither the
Company nor NNL is aware of any holder, or group of related holders or parties,
that holds at least 25 percent of the outstanding principal amount of any
relevant series of debt securities. The Company also believes, based on such
inquiries, that approximately 23 percent of the outstanding principal amount of
the US$150 million 7.40% notes due June 2006 issued by NNL are held by a single
holder. EDC Support Facility As previously announced, NNL obtained a new waiver from Export Development
Canada (EDC) under the EDC performance-related support facility (the EDC
Support Facility) of certain defaults related to the delay by the Company and
NNL in filing the Reports, in each case with the SEC, the trustees under the
Companys and NNLs public debt indentures and EDC. The waiver also applies to
certain additional breaches under the EDC Support Facility relating to the
delayed filings and the planned restatements and revisions to the Companys and
NNLs prior financial results (the Related Breaches). The EDC Support Facility provides up to US$750 million in support, all
presently on an uncommitted basis. The US$300 million revolving small bond
sub-facility of the EDC Support Facility will not become committed support
until the Reports and the 2004 Third Quarter Reports are filed with the SEC
unless and until NNL obtains a permanent waiver of the Related Breaches. As of
November 10, 2004, there was approximately US$286 million of outstanding
support utilized under the EDC Support Facility, approximately US$202 million
of which was outstanding under the small bond sub-facility. The current waiver from EDC will expire on November 19, 2004. As the Company
and NNL do not expect to deliver the Reports by November 19, 2004 or the 2004
Third Quarter Reports by the required delivery date of November 24, 2004, EDC
will have the right, on such dates, unless EDC has granted a further waiver in
relation to the delayed filings and the Related Breaches, to terminate the EDC
Support Facility, exercise certain rights against collateral or require NNL to
collateralize all existing support. While NNL is seeking a new waiver from EDC
in connection with the delay in filing the Reports and the 2004 Third Quarter
Reports, there can be no assurance that NNL will receive a new waiver or as to
the terms of any such waiver. In addition, the Related Breaches will continue independent of whether the
Reports and the 2004 Third Quarter Reports are filed. Accordingly, EDC will
have the right (absent a further waiver of the Related Breaches), beginning on
November 19, 2004, to terminate or suspend the EDC Support Facility. While NNL
is seeking a permanent waiver from EDC in connection with the Related Breaches,
there can be no assurance that NNL will receive a permanent waiver, or any
waiver or as to the terms of any such waiver. Other Matters Annual Meeting As previously announced, the Company was granted an order by the Ontario
Superior Court of Justice extending the time for calling the Companys 2004
Annual Shareholders Meeting (the Meeting) to a date no later than December
31, 2004 or such later date as the Court may further permit. As a result of the
above, the Company now intends to seek an order extending the time for calling
the Meeting to no later than May 31, 2005. The Company intends to hold the
Meeting as soon as practicable after its 2003 audited financial statements are
completed and available for mailing to shareholders.




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Stock Exchanges; Ontario
Securities Commission If the Company and NNL fail to file their 2003 Annual Reports on Form 10-K with
the SEC by December 15, 2004, the New York Stock Exchange (NYSE) may commence
suspension and delisting procedures in respect of the Companys common shares
and other Company and NNL securities, subject to extension in the discretion of
the NYSE. Similarly, in light of the delays in filing the Reports and the 2004
Third Quarter Reports, the Ontario Securities Commission (the OSC) could
suspend all trading in such securities in the province of Ontario, and/or the
Toronto Stock Exchange could suspend trading in such securities and commence
delisting proceedings. Status Updates The above announcements, as well as the other information reported today, are
being provided as a status update pursuant to the alternative information
guidelines of the OSC. These guidelines contemplate that the Company and NNL
will normally provide bi-weekly updates on their affairs until such time as
they are current with their filing obligations under Canadian securities laws. Except as to the matters described above, the Company and NNL have reported
that there have been no other material developments in the matters reported in
their status updates of June 2, 2004, June 15, 2004, June 29, 2004, July 13,
2004, July 27, 2004, August 10, 2004, August 19, 2004, September 2, 2004,
September 16, 2004, September 30, 2004, October 14, 2004 and October 27, 2004. Item 9.01 Financial Statements and Exhibits (c) Exhibits  99.1
    
    Press Release issued by the registrant on November 11, 2004
(furnished pursuant to Item 2.02 of Form 8-K).




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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/ William R. KerrWilliam R. KerrChief Financial Officer By:
    /s/ Blair F. MorrisonBlair F. MorrisonAssistant Secretary Dated: November 11, 2004




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EXHIBIT INDEX Exhibit No.
    
    Description99.1
    
    Press Release issued by the registrant on November 11, 2004 (furnished
pursuant to Item 2.02 of Form 8-K).