<PAGE>

                       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)
                                 August 27, 2002


                             NORTEL NETWORKS LIMITED
     ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





          CANADA                     000-30758                  62-12-62580
----------------------------        ------------             -------------------
(State or other jurisdiction        (Commission                (IRS Employer
      of incorporation)             File Number)             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.


<PAGE>


ITEM 5.         OTHER EVENTS

On August 27, 2002, Nortel Networks Corporation issued a press release
announcing that it expects revenues from continuing operations for the third
quarter of 2002 to be lower than its previously stated guidance, primarily due
to further reductions in spending by service providers in the United States. In
light of the additional pressure on spending in the near term, and the
continuing expectation for ongoing pressure on customer capital spending well
into 2003, Nortel Networks Corporation is also taking additional actions to
lower its quarterly breakeven cost structure.

Nortel Networks Corporation now expects revenues from continuing operations in
the third quarter of 2002 to be lower than second quarter 2002 revenues by up to
approximately 10%, compared to its previous view of "essentially flat".

Nortel Networks Corporation is taking steps to further reduce its quarterly
breakeven cost structure (not including costs related to acquisitions and any
special charges or gains) to below US$2.6 billion. This compares to Nortel
Networks Corporation's previously stated quarterly breakeven cost structure, on
the same basis, of approximately US$3.2 billion.

These actions will result in additional charges associated with workforce
reductions and related facilities closures and streamlining activities. Although
the plans and associated costs were in the process of being finalized as at the
announcement date (and will be provided as part of Nortel Networks Corporation's
third quarter 2002 results), Nortel Networks Corporation noted that it has
sufficient liquidity to fund both these actions and its operations, without
utilizing its bank facilities (all of which remain available and undrawn).

Nortel Networks Corporation expects the restructuring activities to be
substantially completed by end of the fourth quarter of 2002. When ultimately
completed, Nortel Networks Corporation expects a workforce of approximately
35,000.

Nortel Networks Corporation owns all of the Registrant's common shares and the
Registrant is Nortel Networks Corporation's principal direct operating
subsidiary.


                                      -2-

<PAGE>

Certain information included in this report is forward-looking and is subject to
important risks and uncertainties. The results or events predicted in these
statements may differ materially from actual results or events. Factors which
could cause results or events to differ from current expectations include, among
other things: the severity and duration of the industry adjustment; the
sufficiency of our restructuring activities, including the potential for higher
actual costs to be incurred in connection with restructuring actions compared to
the estimated costs of such actions; fluctuations in operating results and
general industry, economic and market conditions and growth rates; the ability
to recruit and retain qualified employees; fluctuations in cash flow; the level
of outstanding debt and debt ratings; the ability to meet financial covenants
contained in our credit agreements; the ability to make acquisitions and/or
integrate the operations and technologies of acquired businesses in an effective
manner; the impact of rapid technological and market change; the impact of price
and product competition; international growth and global economic conditions,
particularly in emerging markets and including interest rate and currency
exchange rate fluctuations; the impact of rationalization in the
telecommunications industry; the dependence on new product development; the
uncertainties of the Internet; the impact of the credit risks of our customers
and the impact of increased provision of customer financing and commitments;
stock market volatility; the entrance into an increased number of supply,
turnkey, and outsourcing contracts which contain delivery, installation, and
performance provisions, which, if not met, could result in the payment of
substantial penalties or liquidated damages; the ability to obtain timely,
adequate and reasonably priced component parts from suppliers and internal
manufacturing capacity; the future success of our strategic alliances; and the
adverse resolution of litigation. For additional information with respect to
certain of these and other factors, see the reports filed by Nortel Networks
Corporation and the Registrant with the United States Securities and Exchange
Commission. Unless otherwise required by applicable securities laws, Nortel
Networks Corporation and the Registrant disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.


                                      -3-

<PAGE>


                                   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 LIMITED



                                        By:          /s/ DEBORAH J. NOBLE
                                             -----------------------------------
                                             Deborah J. Noble
                                             Corporate Secretary


                                        By:         /s/ BLAIR F. MORRISON
                                             -----------------------------------
                                             Blair F. Morrison
                                             Assistant Secretary


Dated:  August 28, 2002


                                      -4-
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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)
                                 August 27, 2002

                             NORTEL NETWORKS LIMITED
     ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          CANADA                     000-30758                  62-12-62580
----------------------------        ------------             -------------------
(State or other jurisdiction        (Commission                (IRS Employer
      of incorporation)             File Number)             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.
ITEM 5.         OTHER EVENTS

On August 27, 2002, Nortel Networks Corporation issued a press release
announcing that it expects revenues from continuing operations for the third
quarter of 2002 to be lower than its previously stated guidance, primarily due
to further reductions in spending by service providers in the United States. In
light of the additional pressure on spending in the near term, and the
continuing expectation for ongoing pressure on customer capital spending well
into 2003, Nortel Networks Corporation is also taking additional actions to
lower its quarterly breakeven cost structure.

Nortel Networks Corporation now expects revenues from continuing operations in
the third quarter of 2002 to be lower than second quarter 2002 revenues by up to
approximately 10%, compared to its previous view of "essentially flat".

Nortel Networks Corporation is taking steps to further reduce its quarterly
breakeven cost structure (not including costs related to acquisitions and any
special charges or gains) to below US$2.6 billion. This compares to Nortel
Networks Corporation's previously stated quarterly breakeven cost structure, on
the same basis, of approximately US$3.2 billion.

These actions will result in additional charges associated with workforce
reductions and related facilities closures and streamlining activities. Although
the plans and associated costs were in the process of being finalized as at the
announcement date (and will be provided as part of Nortel Networks Corporation's
third quarter 2002 results), Nortel Networks Corporation noted that it has
sufficient liquidity to fund both these actions and its operations, without
utilizing its bank facilities (all of which remain available and undrawn).

Nortel Networks Corporation expects the restructuring activities to be
substantially completed by end of the fourth quarter of 2002. When ultimately
completed, Nortel Networks Corporation expects a workforce of approximately
35,000.

Nortel Networks Corporation owns all of the Registrant's common shares and the
Registrant is Nortel Networks Corporation's principal direct operating
subsidiary.

                                      -2-
Certain information included in this report is forward-looking and is subject to
important risks and uncertainties. The results or events predicted in these
statements may differ materially from actual results or events. Factors which
could cause results or events to differ from current expectations include, among
other things: the severity and duration of the industry adjustment; the
sufficiency of our restructuring activities, including the potential for higher
actual costs to be incurred in connection with restructuring actions compared to
the estimated costs of such actions; fluctuations in operating results and
general industry, economic and market conditions and growth rates; the ability
to recruit and retain qualified employees; fluctuations in cash flow; the level
of outstanding debt and debt ratings; the ability to meet financial covenants
contained in our credit agreements; the ability to make acquisitions and/or
integrate the operations and technologies of acquired businesses in an effective
manner; the impact of rapid technological and market change; the impact of price
and product competition; international growth and global economic conditions,
particularly in emerging markets and including interest rate and currency
exchange rate fluctuations; the impact of rationalization in the
telecommunications industry; the dependence on new product development; the
uncertainties of the Internet; the impact of the credit risks of our customers
and the impact of increased provision of customer financing and commitments;
stock market volatility; the entrance into an increased number of supply,
turnkey, and outsourcing contracts which contain delivery, installation, and
performance provisions, which, if not met, could result in the payment of
substantial penalties or liquidated damages; the ability to obtain timely,
adequate and reasonably priced component parts from suppliers and internal
manufacturing capacity; the future success of our strategic alliances; and the
adverse resolution of litigation. For additional information with respect to
certain of these and other factors, see the reports filed by Nortel Networks
Corporation and the Registrant with the United States Securities and Exchange
Commission. Unless otherwise required by applicable securities laws, Nortel
Networks Corporation and the Registrant disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

                                      -3-
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 LIMITED

                                        By:          /s/ DEBORAH J. NOBLE
                                             -----------------------------------
                                             Deborah J. Noble
                                             Corporate Secretary

                                        By:         /s/ BLAIR F. MORRISON
                                             -----------------------------------
                                             Blair F. Morrison
                                             Assistant Secretary

Dated:  August 28, 2002

                                      -4-