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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)
    
JANUARY 11, 2005
   NORTEL NETWORKS CORPORATION  CANADA
    
    001-07260
    
    NOT APPLICABLE(State or other jurisdictionof incorporation)
    
    (CommissionFile Number)
    
    (IRS EmployerIdentification 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
  (Former name or former address, if changed since last report.) 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 1.01 Entry into a Material Definitive Agreement As disclosed in the registrants Annual Report on Form 10-K for the year ended December 31, 2003,
in a letter, dated January 10, 2005, the members of Nortels core executive leadership team (each,
a Member) affirmed their voluntary, unilateral and unconditional undertaking to (i) pay to Nortel
an amount equal to the entire Return to Profitability (RTP) bonus paid to each such Member in
2003 (net of any taxes deducted at the source) regardless whether the profitability metrics
associated with the RTP were met on a restated basis and (ii) not accept, and accordingly disclaim,
any potential award of either the third or fourth tranches of 2003 Restricted Stock Units
(regardless whether applicable financial targets for these bonuses were achieved). The Members
indicated in their letter that, though they did not engage in the improper accounting activities
identified by Nortels Audit Committee, they are taking the actions outlined above to make clear to
Nortels employees, investors and others that such activities are unacceptable to them. The following table sets forth the amount of the RTP bonus (the RTP Amount) to be paid by each
Member: Member
    
    RTP Amount (Net)BOLOURI, Chahram
    
    Cdn. $891,697COLLINS, Malcolm
    
    GBP £395,409DEBON, Pascal
    
    U.S. $1,078,963DeROMA, Nicholas
    
    Cdn. $953,747DONOVAN, Bill
    
    U.S. $640,271GIAMATTEO, John
    
    U.S. $259,875JOANNOU, Dion
    
    U.S. $328,412MAO, Robert
    
    U.S. $627,500McFADDEN, Brian
    
    Cdn. $899,630MUMFORD, Greg
    
    Cdn. $921,500PUSEY, Steve
    
    GBP £473,173SPRADLEY, Sue
    
    U.S. $967,694
 A copy of the letter is attached hereto as Exhibit 10.1. Item 2.02 Results of Operations and Financial Condition On January 11, 2005, the registrant issued a press release regarding the filing of its 2003 Annual
Report on Form 10-K, which includes audited financial statements for the year 2003. Such press release is
attached hereto as Exhibit 99.1 and furnished in accordance with Item 2.02 of Form 8-K.




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Item 9.01 Financial Statements and Exhibits 10.1
    
    
    Letter, dated January 10, 2005, to Mr. Lynton (Red) Wilson, the Chairman of the Board of
Nortel Networks Corporation, from the indicated members of Nortels core executive leadership
team.99.1
    
    
    Press Release issued by the registrant on January 11, 2005.




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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/ Gordon A. DaviesGordon A. DaviesAssistant General Counsel  Securities
and Corporate Secretary Dated: January 11, 2005




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EXHIBIT INDEX Exhibit No.
    
    Description10.1
    
    Letter, dated January 10, 2005, to Mr. Lynton (Red) Wilson, the Chairman of the Board of
Nortel Networks Corporation, from the indicated members of Nortels core executive leadership
team.99.1
    
    Press Release issued by the registrant on January 11, 2005.