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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 LIMITED    CANADA(State or other jurisdictionof incorporation)
    
    000-30758(CommissionFile Number)
    
    62-12-62580(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 Nortel Networks Corporation (NNC) and the
registrant, 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 the registrant (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 NNCs Executive Retention and Termination
Plan in accordance with the generally applicable terms of such plans. NNC also intends to
recommend for approval a new hire grant of 175,000 stock options of NNC for Mr. Karr, subject to
the terms and conditions of the applicable stock option plan of NNC. 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 which was completed in December 2004. 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. NNC owns all of the registrants common shares and the registrant is NNCs principal direct
operating subsidiary.




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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 LIMITEDBy:
    /s/ Peter W. CurriePeter W. CurrieChief Financial OfficerBy:
    /s/ Gordon A. DaviesGordon A. DaviesAssistant General Counsel  Securitiesand Corporate Secretary Dated: May 5, 2005