<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


                                  May 29, 2002
                        ---------------------------------
                        (date of earliest event reported)



                             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 May 29, 2002, Nortel Networks Corporation ("NNC") announced, among other
matters, that it expects revenues in the second quarter of 2002 to be flat to
down 5 percent, compared to the first quarter of 2002, updating its previous
sequential revenue guidance of "not significantly up or down." NNC owns all of
the Registrant's common shares and the Registrant is NNC's principal direct
operating subsidiary.

NNC also announced plans to further realign its Optical Long Haul business,
including optical components, to the current market conditions given that it
does not expect a meaningful recovery in the long haul optical market before
late 2003/early 2004. NNC plans to streamline the business and focus on the
capabilities that will be required when increased spending in the long haul
optical market is expected to resume, including optical switching (OPTera
HDX/DX), next generation photonic transport capabilities and end-to-end network
management and intelligence. The plan includes the potential sale and/or
resizing of the optical components business.

NNC also announced that its actions are aimed at reducing its overall break even
cost structure to approximately US$3.2 billion of quarterly revenues (not
including costs related to acquisitions and any special charges or gains), down
from the previous target of approximately US$3.5 billion and that it expects
this cost structure to be in place by the fourth quarter of 2002.

The realignment of the Optical Long Haul business, including optical components,
is expected to be completed by the end of the third quarter of 2002 and is
intended to impact approximately 3,500 related positions. NNC plans to record
charges of approximately US$600 million, the majority of which are expected to
be recorded in the second and third quarters of 2002. The cash component of this
charge is expected to be up to US$200 million. These charges are incremental to
the expected charge of approximately US$150 million to be taken in the second
quarter of 2002 related to previously announced workforce reductions.

NNC noted that, taking into account these announced plans, it has sufficient
liquidity to fund these actions and its operations, and expects to be in
compliance with the covenants under various subsidiary bank facilities, all of
which are undrawn. To further strengthen its balance sheet and supplement its
liquidity, NNC continues to consider opportunities to raise additional capital
and may pursue an equity-based financing transaction as market conditions
permit.

Taking into consideration changes to previously anticipated divestiture plans
and the completion of the announced actions, some of which were considered in
its previous headcount target estimate of 44,000, NNC now expects a workforce of
approximately 42,000. Going forward, NNC will continue to monitor the market and
adjust its business model, as appropriate.

A copy of the Registrant's material change report pursuant to applicable
Canadian securities laws related to the events described above is attached
hereto as Exhibit 99.1 and is hereby incorporated in its entirety by reference.

Certain information included 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
the Registrant's 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 the Registrant's 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 the Registrant's 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 the
Registrant's 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 the



                                       2
<PAGE>


Registrant and NNC with the United States Securities and Exchange Commission.
Unless otherwise required by applicable securities laws, the Registrant and NNC
disclaim any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.


ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


(c)      Exhibits

         99.1 Material change report filed pursuant to applicable Canadian
         securities laws.



                                       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:  May 29, 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

                                  May 29, 2002
                        ---------------------------------
                        (date of earliest event reported)

                             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 May 29, 2002, Nortel Networks Corporation ("NNC") announced, among other
matters, that it expects revenues in the second quarter of 2002 to be flat to
down 5 percent, compared to the first quarter of 2002, updating its previous
sequential revenue guidance of "not significantly up or down." NNC owns all of
the Registrant's common shares and the Registrant is NNC's principal direct
operating subsidiary.

NNC also announced plans to further realign its Optical Long Haul business,
including optical components, to the current market conditions given that it
does not expect a meaningful recovery in the long haul optical market before
late 2003/early 2004. NNC plans to streamline the business and focus on the
capabilities that will be required when increased spending in the long haul
optical market is expected to resume, including optical switching (OPTera
HDX/DX), next generation photonic transport capabilities and end-to-end network
management and intelligence. The plan includes the potential sale and/or
resizing of the optical components business.

NNC also announced that its actions are aimed at reducing its overall break even
cost structure to approximately US$3.2 billion of quarterly revenues (not
including costs related to acquisitions and any special charges or gains), down
from the previous target of approximately US$3.5 billion and that it expects
this cost structure to be in place by the fourth quarter of 2002.

The realignment of the Optical Long Haul business, including optical components,
is expected to be completed by the end of the third quarter of 2002 and is
intended to impact approximately 3,500 related positions. NNC plans to record
charges of approximately US$600 million, the majority of which are expected to
be recorded in the second and third quarters of 2002. The cash component of this
charge is expected to be up to US$200 million. These charges are incremental to
the expected charge of approximately US$150 million to be taken in the second
quarter of 2002 related to previously announced workforce reductions.

NNC noted that, taking into account these announced plans, it has sufficient
liquidity to fund these actions and its operations, and expects to be in
compliance with the covenants under various subsidiary bank facilities, all of
which are undrawn. To further strengthen its balance sheet and supplement its
liquidity, NNC continues to consider opportunities to raise additional capital
and may pursue an equity-based financing transaction as market conditions
permit.

Taking into consideration changes to previously anticipated divestiture plans
and the completion of the announced actions, some of which were considered in
its previous headcount target estimate of 44,000, NNC now expects a workforce of
approximately 42,000. Going forward, NNC will continue to monitor the market and
adjust its business model, as appropriate.

A copy of the Registrant's material change report pursuant to applicable
Canadian securities laws related to the events described above is attached
hereto as Exhibit 99.1 and is hereby incorporated in its entirety by reference.

Certain information included 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
the Registrant's 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 the Registrant's 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 the Registrant's 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 the
Registrant's 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 the

                                       2
Registrant and NNC with the United States Securities and Exchange Commission.
Unless otherwise required by applicable securities laws, the Registrant and NNC
disclaim any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)      Exhibits

         99.1 Material change report filed pursuant to applicable Canadian
         securities laws.

                                       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:  May 29, 2002

                                       4