<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

                                February 12, 2002
                        ---------------------------------
                        (date of earliest event reported)



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






           CANADA                       001-07260               not applicable
----------------------------           -----------           -------------------
(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 February 12, 2002, the Registrant issued a press release announcing the
filing with the U.S. Securities and Exchange Commission of (i) a pre-effective
amendment to a registration statement of the Registrant and Nortel Networks
Limited with respect to the potential resale by selling securityholders of the
Registrant's 4.25% convertible senior notes guaranteed by Nortel Networks
Limited and/or the underlying common shares of the Registrant and (ii) related
documents. The press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.

On February 12, 2002, the Registrant also issued a press release associated with
its investor conference to be held in New York City. The press release included
a comment on the Registrant's outlook for the year 2002 and the first quarter of
2002. The Registrant disclosed that for the year 2002, as it stated on January
17, 2002, it continues to expect a gradual growth in revenues beginning in the
second quarter. With respect to its bottom line performance, it continues to
expect an ongoing steady improvement from its fourth quarter 2001 performance
and to return to profitability in the fourth quarter of 2002. While the
Registrant continues to expect that revenue for the first quarter of 2002 will
be lower than the fourth quarter of 2001 revenue by approximately 10 percent, it
noted that activity over the last 25 days has indicated even more resolve by
customers than originally anticipated to minimize spending in the near term
which will make the task of delivering its first quarter sales outlook more
challenging.

Certain information included in this Form 8-K 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 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 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 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 the Registrant and Nortel
Networks Limited with the United States Securities and Exchange Commission.
Unless otherwise required by applicable securities laws, the Registrant
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

The press release is attached hereto as Exhibit 99.2 and is incorporated by
reference herein.

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

(c)  Exhibits.

     99.1      Press Release dated February 12, 2002.

     99.2      Press Release dated February 12, 2002.


                                       2
<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 CORPORATION



                                             By: /s/ NICHOLAS J. DEROMA
                                                 -------------------------------
                                                 Nicholas J. DeRoma
                                                 Chief Legal Officer




                                             By: /s/ BLAIR F. MORRISON
                                                 -------------------------------
                                                 Blair F. Morrison
Dated:  February 12, 2002                        Assistant Secretary



                                       3
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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

                                February 12, 2002
                        ---------------------------------
                        (date of earliest event reported)

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

           CANADA                       001-07260               not applicable
----------------------------           -----------           -------------------
(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 February 12, 2002, the Registrant issued a press release announcing the
filing with the U.S. Securities and Exchange Commission of (i) a pre-effective
amendment to a registration statement of the Registrant and Nortel Networks
Limited with respect to the potential resale by selling securityholders of the
Registrant's 4.25% convertible senior notes guaranteed by Nortel Networks
Limited and/or the underlying common shares of the Registrant and (ii) related
documents. The press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.

On February 12, 2002, the Registrant also issued a press release associated with
its investor conference to be held in New York City. The press release included
a comment on the Registrant's outlook for the year 2002 and the first quarter of
2002. The Registrant disclosed that for the year 2002, as it stated on January
17, 2002, it continues to expect a gradual growth in revenues beginning in the
second quarter. With respect to its bottom line performance, it continues to
expect an ongoing steady improvement from its fourth quarter 2001 performance
and to return to profitability in the fourth quarter of 2002. While the
Registrant continues to expect that revenue for the first quarter of 2002 will
be lower than the fourth quarter of 2001 revenue by approximately 10 percent, it
noted that activity over the last 25 days has indicated even more resolve by
customers than originally anticipated to minimize spending in the near term
which will make the task of delivering its first quarter sales outlook more
challenging.

Certain information included in this Form 8-K 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 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 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 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 the Registrant and Nortel
Networks Limited with the United States Securities and Exchange Commission.
Unless otherwise required by applicable securities laws, the Registrant
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

The press release is attached hereto as Exhibit 99.2 and is incorporated by
reference herein.

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

(c)  Exhibits.

     99.1      Press Release dated February 12, 2002.

     99.2      Press Release dated February 12, 2002.

                                       2
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 CORPORATION

                                             By: /s/ NICHOLAS J. DEROMA
                                                 -------------------------------
                                                 Nicholas J. DeRoma
                                                 Chief Legal Officer

                                             By: /s/ BLAIR F. MORRISON
                                                 -------------------------------
                                                 Blair F. Morrison
Dated:  February 12, 2002                        Assistant Secretary

                                       3