##### 



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 11-K
  þ
    
    Annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
 o
    
    Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period  to
 1-7260
 A.
    
    Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
 B.
    
    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:




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REQUIRED INFORMATION
 Financial Statements and Exhibits
 a)
    
    Financial StatementsIndex to Financial StatementsNortel Networks Long-Term Investment PlanReport of Independent Registered Public Accounting Firm
    
    
    1Financial Statements as of and for the Years Ended December 31, 2005 and 2004:Statements of Net Assets Available for Benefits
    
    
    2Statements of Changes in Net Assets Available for Benefits
    
    
    3Notes to Financial Statements
    
    
    4-11Supplemental Schedule as of December 31, 2005:Schedule of Assets (Held at End of Year)
    
    
    12b)
    
    Exhibits23.1   Consent of Deloitte & Touche LLP
    
    
    13
   Supplemental schedules other than those listed above have been omitted due to the absence of
the conditions under which they are required.




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Signature
  NORTEL NETWORKS LONG-TERMINVESTMENT PLANBy:

/s/ Karen E. SledgeKaren E. SledgePresident, Nortel Networks Inc.




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Nortel Networks Long-Term Investment Plan
 Financial Statements as of and for the
Years Ended December 31, 2005 and 2004,
Supplemental Schedule as of December 31,
2005, and Report of Independent Registered
Public Accounting Firm




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NORTEL NETWORKS LONG-TERM INVESTMENT PLAN
 TABLE OF CONTENTS
 PageREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    1FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004:Statements of Net Assets Available for Benefits
    
    
    2Statements of Changes in Net Assets Available for Benefits
    
    
    3Notes to Financial Statements
    
    
    4-11SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2005:Schedule of Assets (Held at End of Year)
    
    
    12




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 -1-




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NORTEL NETWORKS LONG-TERM INVESTMENT PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS  AS OF DECEMBER 31, 2005 AND 2004
 2005
    
    
    2004ASSETS:Investments, at fair value:Nortel Networks Corporation common shares
    
    $
    262,889,402
    
    
    $
    268,284,240Commingled funds
    
    
    454,505,765
    
    
    
    450,259,169Mutual funds
    
    
    739,339,454
    
    
    
    678,863,407Temporary investments
    
    
    22,948,982
    
    
    
    12,975,976Participant loans receivable
    
    
    28,692,715
    
    
    
    28,162,0561,508,376,318
    
    
    
    1,438,544,848Group annuity contracts, at contract value
    
    
    617,177,599
    
    
    
    646,886,430Total investments
    
    
    2,125,553,917
    
    
    
    2,085,431,278Receivables:Interest and dividends
    
    
    2,702,687
    
    
    
    167,060Total receivables
    
    
    2,702,687
    
    
    
    167,060LIABILITIES:Due to broker for securities purchased
    
    
    3,373,116
    
    
    
    Accrued investment expenses
    
    
    459,775
    
    
    
    77,732Total liabilities
    
    
    3,832,891
    
    
    
    77,732NET ASSETS AVAILABLE FOR BENEFITS
    
    $
    2,124,423,713
    
    
    $
    2,085,520,606
  -2-




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NORTEL NETWORKS LONG-TERM INVESTMENT PLAN
 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS  YEARS ENDED DECEMBER 31, 2005 AND 2004
 2005
    
    
    2004ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:Net appreciation/(depreciation) in fair value of investments:Nortel Networks Corporation common shares
    
    $
    (31,778,808
    )
    
    $
    (40,132,811
    )Common/Collective trust funds
    
    
    25,373,400
    
    
    
    47,998,538Mutual funds
    
    
    53,329,119
    
    
    
    76,381,344Other funds
    
    
    (1,024
    )
    
    
    505Total net appreciation in fair value of investments
    
    
    46,922,687
    
    
    
    84,247,576Interest and dividends
    
    
    39,098,212
    
    
    
    37,372,69886,020,899
    
    
    
    121,620,274Contributions:Participant
    
    
    103,983,502
    
    
    
    111,977,534Nortel Networks Inc.
    
    
    42,195,007
    
    
    
    49,047,838146,178,509
    
    
    
    161,025,372Total additions
    
    
    232,199,408
    
    
    
    282,645,646DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO:Benefits paid to participants
    
    
    (190,840,486
    )
    
    
    (151,900,704
    )Deemed distributions
    
    
    (794,066
    )
    
    
    Administrative expenses
    
    
    (1,661,749
    )
    
    
    (795,714
    )Total deductions
    
    
    (193,296,301
    )
    
    
    (152,696,418
    )NET INCREASE
    
    
    38,903,107
    
    
    
    129,949,228NET ASSETS AVAILABLE FOR BENEFITS:Beginning of year
    
    
    2,085,520,606
    
    
    
    1,955,571,378End of year
    
    $
    2,124,423,713
    
    
    $
    2,085,520,606
  -3-




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NORTEL NETWORKS LONG-TERM INVESTMENT PLAN
 NOTES TO FINANCIAL STATEMENTS  FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 1.
    
    DESCRIPTION OF PLANThe following brief description of the Nortel Networks Long-Term Investment Plan (the Plan)
is provided for general information purposes only. Participants should refer to the Plan
document for more complete information.GeneralThe Plan, effective July 1, 1979, as amended and restated effective January 1, 2005,
is a defined contribution plan for employees of Nortel Networks Inc. (NNI) and its
participating subsidiaries and affiliates (collectively, the Company) and is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Company
established The Nortel Networks Long-Term Investment Plan Trust (the Trust Agreement) with
The Northern Trust Company (Northern Trust), as trustee of the funds, effective November 3,
2003. Plan membership is available upon the employees employment commencement date to any
employee of the Company, excluding employees governed by a collective bargaining agreement.ContributionsEffective April 1, 2003,a participant may elect to contribute up to 50% of
their eligible pre-tax compensation, as defined by the Plan document, up to a maximum of
$14,000 and $13,000 for 2005 and 2004, respectively. Participant contributions to the Plan are
made by means of payroll deductions during each regular payroll period. A participant may make
rollover contributions directly from certain other qualified plans or from certain qualified
special individual retirement accounts, which a participant may have established as a result
of prior distributions from such qualified plans or accounts. Effective April 1, 2003, the
Plan allows participants age 50 and older to make an additional catch-up contribution of up
to $4,000 and $3,000 for 2005 and 2004, respectively.Participants in the Plan elect one of three investment options to meet employees various
retirement and investment objectives, with varying benefit options in the Plan and other
post-retirement programs. Depending on the participants elected option, the Company
contributes to the Plan 50%, 60%, or 100% of the participants contributions up to 6% of the
participants eligible earnings.Investment OptionsParticipants may elect to have the balance of their account and any
current contributions invested in the following investment funds:
 Allianz RCM Large-Cap Growth Fund
Barclays Masterworks Lifepath Funds (2000/2010/2020/2030/2040)
Fidelity Low-Priced Stock Fund
Fixed Income Investment Fund
Franklin Templeton Foreign Fund
Nortel Networks Stock Fund
NTGI Russell 1000 Value Equity Index Fund

NTGI S&P 500 Equity Index Fund
 -4-




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PIMCO (Pacific Investment Management Company) Total Return
Fund
Royce Premier Fund
Scudder Lifecycle Long Range Fund
Scudder Mid-Cap Growth Fund
  Allianz RCM Large-Cap Growth Fund: Beginning April 1, 2005, this fund was renamed from
the PIMCO RCM Large-Cap Growth Fund to the Allianz RCM Large-Cap Growth Fund. The new
name reflects PIMCOs relationship with its corporate parent, Allianz AG. The name
change did not result in any changes to the funds investment objectives or the funds
ticker symbol.The objective of the Allianz RCM Large-Cap Growth Fund is to provide long-term capital
appreciation by investing at least 80% of its net assets in equity securities of U.S.
companies with market capitalizations of at least $3 billion. The portfolio management
team ordinarily looks for several of the following characteristics when analyzing
specific companies for possible investment: higher than average growth and strong
potential for capital appreciation; substantial capacity for growth in revenue, cash flow
and/or earnings, through either an expanding market or expanding market share; a strong
balance sheet; superior management; strong commitment to research and product
development; and differentiated or superior products and services and a steady stream of
new products and services.Barclays Masterworks Lifepath Funds( 2000/2010/2020/2030/2040):These five funds invest
in a blend of stock, bond, and money market instruments seeking to produce competitive
returns over a set period of time. The portfolio changes its investment mix gradually as
it approaches its target date. Within the five Masterworks Lifepath funds, investors may
select a fund closest to the year they plan to retire. Masterworks Lifepath 2000 Fund is
the most conservative of these funds and Masterworks Lifepath 2040 Fund is the most
aggressive.Fidelity Low-Priced Stock Fund: The objective of the fund is to provide capital
appreciation through investment in either growth stocks or value stocks or both.
Under normal circumstances, the fund will invest at least 80% of assets in low-priced
stocks, defined as those priced at or below $35 per share, which can lead to investments
in small- and medium-sized companies. The fund can also potentially invest in stocks not
considered low-priced.Fidelity Investments closed the Fidelity Low-Priced Stock Fund to all new participants as
of the market close on July 30, 2004. Participants who already had a balance in this fund
as of that date are able to continue to invest in the fund and can continue to request
transfers, as well as make new contributions to the fund. Participants who did not have a
balance in this fund as of July 30, 2004, are not able to invest in the fund, either by
requesting transfers or making new contributions into the Fund.Fixed Income Investment Fund: The objective of the fund is to provide stability of
principal with potentially higher returns than money market funds over most time periods.
The fund is comprised primarily of investment contracts and securities carried at book
value to protect the portfolio from gains and losses associated with interest rate
movements.The contracts and securities held by this fund are with various insurance companies or
other financial institutions. The issuing companies have agreed to provide this fund with
a net fixed or floating contract interest rate that is to be earned over a specified period and
payment of principal and interest upon participant initiated withdrawals and/or transfers
of assets.
 -5-




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Franklin Templeton Foreign Fund: The objective of the fund is to provide long-term
capital growth by investing primarily in the equity securities of companies located
outside the United States, including emerging markets. Under normal circumstances, the
fund will invest at least 80% of its net assets in foreign securities, which may
include emerging markets. When choosing equity investments for this fund, the manager
applies a bottom-up, value-oriented, long-term approach, focusing on the market price
of a companys securities relative to the managers evaluation of the companys long-term
earnings, asset value, and cash flow potential.Nortel Networks Stock Fund: This fund is primarily comprised of Nortel Networks
Corporation (NNC) common shares, with a percentage of assets in cash-equivalents for
liquidity purposes. This company stock fund is not diversified, and therefore is
considered riskier than other diversified broad market funds.NTGI Russell 1000 Value Equity Index Fund: The objective of the fund is to approximate
the risk and return characteristics of the Russell 1000 Value Index. This index is
commonly used to represent the large cap segment of the U.S. equity market with a focus
on the value style of investing. The fund employs a replication technique which
generally seeks to hold each index constituent in its proportional index weight.NTGI S&P 500 Equity Index Fund: The objective of the fund is to approximate the risk and
return characteristics of the Standard and Poors (S&P) 500 Index. This index is
commonly used to represent the large cap segment of the U.S. equity market and tracks 500
companies considered to be representative of the United States economy. The fund employs
a replication technique which generally seeks to hold each index constituent in its
proportional index weight.PIMCO Total Return Fund: The object of the fund is to seek maximum total return,
consistent with preservation of capital and prudent investment management. This fund
invests at least 65% of its total assets in a diversified portfolio of fixed income
instruments of varying maturities under normal circumstances. The average portfolio
duration of this fund normally varies within a three- to six-year time frame based on
PIMCOs forecast for interest rates.Royce Premier Fund: The objective of the fund is to provide long-term growth of capital.
The fund generally invests in a limited number of equity securities issued by small
companies with stock market capitalizations between $500 million and $2.5 billion. The
fund looks for companies that it considers premier, or those that have excellent
business strengths and/or prospects for growth, high internal rates of return and low
leverage, and that are trading significantly below its estimate of their current worth.
Under normal circumstances, the fund will invest at least 80% of its net assets in the
equity securities of such premier companies, with at least 65% of these securities being
issued by companies with stock market capitalizations of less than $2.5 billion.Scudder Lifecycle Long Range Fund: The objective of the fund is to provide high total
return with reduced risk over the long-term. The fund invests primarily in three
principal asset classes: stocks, bonds, and short-term instruments. The investment
advisor will generally allocate the largest portion of its assets to stocks, with smaller
allocations to bonds and short-
term instruments. The fund regularly uses derivatives to increase or decrease its
exposure to the various asset classes.
 -6-




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Scudder Mid-Cap Growth Fund: The objective of the fund is to provide long-term capital
growth through investments primarily in equity securities of medium-sized growth-oriented
companies. Under normal circumstances, the fund will invest at least 80% of its assets in
companies with market caps within the market capitalization range of the Russell Mid Cap
Growth Index or securities with equity characteristics that provide exposure to those
companies.
 Effective February 6, 2006, Scudder Investments changed its name to DWS Scudder and the
Scudder funds were renamed DWS funds. The DWS Scudder name represents the alignment of
Scudder with all of Deutsche Banks mutual fund operations around the globe. However,
this name change did not result in a change to the investment objective of the underlying
fund.
 Vesting
 Withdrawals
 1 2
 Payment of Benefits 1 2
 -7-




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LoansParticipants may borrow a minimum of $1,000 and up to a maximum equal to the lesser of
$50,000 or 50% of the value of the vested portion of their total account value, reduced by the
participants highest outstanding loan balance from the Plan during the twelve month period
ending on the day before the date on which the loan is made. Loan transactions are treated as
a transfer to (from) the investment fund from (to) the Participant Loan Fund, a holding
account for participant loans receivable. Loan terms range from 1-5 years for all loans except
loans for mortgage purposes which may be repaid over a period of up to 15 years. The loans are
secured by the balance in the participants account and bear interest at a rate commensurate
with prime plus one percent as determined by Northern Trust. Interest rates ranged from 5.00%
to 10.50% on outstanding loans at December 31, 2005. Principal and interest are paid ratably
through biweekly payroll deductions. Participants may not have more than one Plan loan
outstanding at a time and loans are not available to participants who have previously
defaulted on a Plan loan.2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of AccountingThe financial statements of the Plan are prepared under the accrual
method of accounting.Investment ValuationPlan investments in Nortel Networks Corporation (NNC) common shares
are valued at the last reported sales price, as quoted on the New York Stock Exchange, on
December 30, 2005 and December 31, 2004. Plan investments in securities investment funds are
valued based upon the fair value of the commingled funds, together with any uninvested cash,
accrued income or assets, and any dividends which have been declared but remain unpaid as of
the calculation date, less all transaction costs such as brokerage commissions.The investment contracts (Contracts) in the Fixed Income Investment Fund are included in the
financial statements at contract value, which represents contributions made under the
contract, plus accumulated earnings, less withdrawals and administrative expenses. The
contract value and fair value of the Contracts were $617,177,599 and $611,677,557,
respectively, at December 31, 2005, and $646,886,430 and $659,229,567, respectively, at
December 31, 2004. Plan management believes no reserves are necessary against contract value
for credit risk of the contract issuer or otherwise as of December 31, 2005 and 2004. The
average yield of the Contracts during 2005 and 2004 was 4.75% and 4.72%, respectively. The
average crediting interest rate for the Contracts at December 31, 2005 and 2004 was 4.80% and
4.76%, respectively. The crediting interest rate is based on an agreed-upon formula with the
issuer.Plan investments in participant loans receivable are valued at cost which approximates fair
value. Purchases and sales of securities are recorded on a trade-date basis. Interest income
is recorded on the accrual basis and dividends are recorded on the ex-dividend date.Payment of BenefitsBenefit payments are recorded when paid.Administrative ExpensesAll administrative expenses may be paid by the Plan to the extent
permissible by law. However, for the years ended December 31, 2005 and 2004, the Company
elected to pay all such administrative expenses except those related to participants
investment transactions and trustee fees.Use of EstimatesThe preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the Plans management
to make estimates and assumptions that affect the reported amounts of net assets available for
benefits and changes therein. Actual results could differ from those estimates. The Plan
utilizes various
 -8-




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investment instruments. Investment securities, in general, are exposed to various risks, such
as interest rate, credit and overall market volatility. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes in the values of
investment securities will affect the amounts reported in the statements of net assets
available for benefits.3.
    
    PLAN TERMINATIONAlthough it has not expressed an intent to do so, the Company has the right under the Plan to
terminate the Plan subject to the provisions of ERISA.4.
    
    INTERNAL REVENUE SERVICE STATUSAs of January 14, 2004, the Internal Revenue Service has determined that the Plan is qualified
under Section 401(a) and meets the additional requirements of Section 401(k) of the Internal
Revenue Code (the Code). Therefore, no provision for income taxes has been included in the
Plans financial statements. Company contributions and participant contributions may be
excluded from the gross income of the participants for whom such contributions are made.
 -9-




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5.
    
    INVESTMENTSInvestments of the Plan that represent five percent (5%) or more of net assets available for
benefits are as follows:
 As of December 31, 2005
 * Nortel Networks Corp Common Shares
    
    $
    262,889,402NTGI S&P500 Equity Index Fund
    
    
    256,169,620Fidelity Low-Priced Stock Fund
    
    
    243,264,402Scudder Mid-Cap Growth Fund
    
    
    182,835,629IXIS Financial Product  Contract #WR 1173-001
    
    
    177,287,804Monumental Life  Contract #ADA00262TR
    
    
    133,645,700NTGI Russell 1000 Value Equity Index Fund
    
    
    128,613,816JP Morgan Chase  Contract #ANORTH01
    
    
    121,298,664Franklin Templeton Foreign Fund
    
    
    108,951,299
 As of December 31, 2004
 NTGI S&P500 Equity Index Fund
    
    $
    270,273,144* Nortel Networks Corp Common Shares
    
    
    268,284,240Fidelity Low-Priced Stock Fund
    
    
    250,851,789IXIS Financial Product (formerly CDC)  Contract #WR 1173-001
    
    
    185,635,635Scudder Mid-Cap Growth Fund
    
    
    157,724,763JP Morgan Chase  Contract #ANORTH01
    
    
    132,422,603Monumental Life  Contract #ADA00262TR
    
    
    119,247,200NTGI Russell 1000 Value Equity Index Fund
    
    
    118,004,761Monumental Life  Contract #ADA00200TR
    
    
    110,284,758
  6.
    
    COMMITMENTS AND CONTINGENCIESOn September 12, 2003, a complaint consolidating three different putative class actions was
filed against NNC, NNI, and various named individuals and committees regarding their purported
responsibilities as fiduciaries of the Plan. On June 15, 2004, the plaintiffs filed a First
Amended Consolidated Class Action Complaint that added additional current and former officers
and employees as defendants and expanded the purported class period to extend from March 7,
2000 through to June 15, 2004. On June 17, 2005, the plaintiffs filed a Second Amended
Consolidated Class Action Complaint that added additional current and former directors,
officers and employees as defendants and alleged breach of fiduciary duty on behalf of the
Plan and as a purported class action on behalf of participants and beneficiaries of the Plan
who held shares of the Nortel Networks Stock Fund during the period from March 7, 2000 through
June 17, 2005. On July 8, 2005, the defendants filed a Renewed Motion to Dismiss Plaintiffs
Second Amended Class Action Complaint. On July 29, 2005, plaintiffs filed an opposition to the motion, and defendants
filed a reply memorandum on August 12, 2005. On March 30, 2006,
the defendants filed an additional Motion to Dismiss raising the
jurisdictional challenge of standing. On April 17, 2006, plaintiffs filed an opposition to the motion, and defendants filed a reply brief on May 4, 2006. The Court has not ruled on the outstanding motions. The Plan
is unable to determine the impact of these matters, if any, on the Plan participants or the
Plans financial status or changes therein. None of these lawsuits name the Plan as a
defendant.
 -10-




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7.
    
    SUBSEQUENT EVENTS
 A.

    On March 10, 2006, NNC announced plans to restate its financial results for 2003, 2004, and
the first nine months of 2005, with adjustments to periods prior to 2003, primarily due to
revenue incorrectly recognized in prior periods that should have been deferred to future
periods. The restatement adjustments were identified primarily through an extensive contract
review undertaken as part of remedial efforts to compensate for previously reported internal
control deficiencies and through discussions with NNCs independent auditors as part of their
audit of NNCs 2005 financial results.As a result of the restatement announcement and a delay in the filing with the U.S. Securities
and Exchange Commission (SEC) of NNCs annual reports on Form 10-K for the year ended December
31, 2005, and of NNCs quarterly reports on Form 10-Q for the quarter ended March 31, 2006,
certain transactions in the Plan were suspended.Effective March 10, 2006, employee and employer matching contributions in the Plan were no
longer invested in the Nortel Networks Corporation Stock Fund (NNC Stock Fund) and instead
were automatically invested in the Fixed Income Investment Fund. Employees were allowed to
change the investment option to any of the other investment funds available under the Plan.
If no elections were made, then the employee and employer matching contributions continued to
be invested in the Fixed Income Investment Fund.In addition, employees were not able to transfer their account balance held in other
investment funds to the NNC Stock Fund. However, employees had the option to transfer their
account balance held in the NNC Stock Fund to any of the other investment funds or withdraw
balances in the NNC Stock Fund to the extent permitted under the Plan. During this suspension
period, any employee withdrawals in the NNC Stock Fund could only be made in cash.On April 28, 2006, NNC announced that the restatements were completed and the Company had
filed its 2005 Annual Report on Form 10-K. On June 6, 2006, NNC announced that it had filed
its first quarter 2006 Quarterly Reports on Form 10-Q.As NNC has brought current all of its required financial reporting, all plan activities that
were suspended have been restored effective June 6, 2006, including the ability for Plan
participants to: (a) invest in the NNC Stock Fund, (b) transfer the account held in other
investment funds to the NNC Stock Fund, and (c) receive share certificates or cash when
withdrawing funds from the NNC Stock Fund.B.

    In June 2006, the Company approved significant changes to the
Plan effective January 1, 2008. The Plan will have a change in the
Company match formula and will become the primary retirement plan for
employees of Nortel Networks Inc. and subsidiaries. This new formula
will provide a 2% automatic Company contribution for all Plan
participants regardless of contribution level, and a 50% Company
match on the first 6% of a participants eligible earnings
contributed to the Plan, for a maximum 5% Company contribution.
  -11-




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NORTEL NETWORKS LONG-TERM INVESTMENT PLAN
 SCHEDULE OF ASSETS (HELD AT END OF YEAR)  DECEMBER 31, 2005
 Description of Investment IncludingIdentity of Issuer, Borrower, Lessor or
    
    Maturity Date, Rate of Interest,
    
    
    CurrentSimilar Party
    
    Collateral, Par or Maturity Value
    
    
    ValueCash & Cash Equivalents
    
    Common/Collective Trust
    
    $
    22,948,982Barclays Masterworks Lifepath 2000 Fund
    
    Common/Collective Trust
    
    
    7,926,841Barclays Masterworks Lifepath 2010 Fund
    
    Common/Collective Trust
    
    
    7,217,572Barclays Masterworks Lifepath 2020 Fund
    
    Common/Collective Trust
    
    
    14,816,940Barclays Masterworks Lifepath 2030 Fund
    
    Common/Collective Trust
    
    
    17,120,320Barclays Masterworks Lifepath 2040 Fund
    
    Common/Collective Trust
    
    
    22,640,656NTGI Russell 1000 Value Equity Index Fund
    
    Common/Collective Trust
    
    
    128,613,816NTGI S&P500 Equity Index Fund
    
    Common/Collective Trust
    
    
    256,169,620Fixed Income Investment Fund:Protective Life Insurance  Contract #1713
    
    GIC, 5.91%, 12/06/06
    
    
    10,497,344Bank of America  Contract #04-012
    
    Synthetic GIC
    
    
    76,527,380IXIS Financial Product  Contract #WR1173-001
    
    Synthetic GIC
    
    
    177,287,804JP Morgan Chase  Contract #ANORTH01
    
    Synthetic GIC
    
    
    121,298,664Monumental Life  Contract #ADA00200TR
    
    Synthetic GIC
    
    
    97,920,707Monumental Life  Contract #ADA00262TR
    
    Synthetic GIC
    
    
    133,645,700617,177,599Allianz RCM Large-Cap Growth Fund
    
    Mutual Fund
    
    
    42,319,580Fidelity Low-Priced Stock Fund
    
    Mutual Fund
    
    
    243,264,402Franklin Templeton Foreign Fund
    
    Mutual Fund
    
    
    108,951,299PIMCO Total Return Fund
    
    Mutual Fund
    
    
    60,964,447Royce Premier Fund
    
    Mutual Fund
    
    
    22,591,882Scudder Lifecycle Long Range Fund
    
    Mutual Fund
    
    
    78,412,215Scudder Mid-Cap Growth Fund
    
    Mutual Fund
    
    
    182,835,629*Nortel Networks Corp Common Shares
    
    Common Stock
    
    
    262,889,402*Participant Loans
    
    Interest rates range from 5.00% to 10.50%and maturity dates range from 1/6/2006
and 12/18/2020
    
    
    28,692,715Total Investments
    
    
    
    
    
    $
    2,125,553,917* Indicates a party-in-interest.
  -12-