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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 30, 2005 NORTEL NETWORKS LIMITED 
  CANADA
    
    000-30758
    
    62-12-62580(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): 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 On May 30, 2005, the joint leadership resources committee of the boards of directors of the
registrant and Nortel Networks Corporation (NNC) approved, and recommended to the boards of
directors of the registrant and NNC for approval, the corporate performance objectives for 2005
under the Nortel Networks Limited Success Incentive Plan. The corporate performance objectives for
2005 are revenue, management operating earnings before taxes, cash flow, financial accountability
and certain leadership qualitative performance objectives: leadership in ethics and integrity and
revenue from new business. The financial accountability objective, which was originally
recommended by management and approved by the joint leadership resources committee and the boards
of directors of the registrant and NNC in June 2004, now includes, among other things: (i)
Progress on SAP implementation; (ii) Sarbanes Oxley Compliance; and (iii) addressing remediation
items identified in the Summary of Findings and of Recommended Remedial Measures of the Independent
Review submitted to the audit committees of the boards of directors of the registrant and NNC by
Wilmer Cutler Pickering Hale and Dorr LLP. The financial accountability metric only applies to the
Vice-Chairman and Chief Executive Officer and the President and Chief Operating Officer and their
direct reports. Nortel Networks Corporation
owns all of the registrants common shares and the registrant is
Nortel Networks Corporation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/ Gordon A. DaviesGordon A. DaviesAssistant General Counsel  Securitiesand Corporate SecretaryBy:
    
    /s/ William J. DonovanWilliam J. DonovanSenior Vice-President, Human Resources
 Dated: June 3, 2005