SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                FORM 10-K/A


    |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

                For the fiscal year ended December 31, 2001

  |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

                 For the transition period from ___ to ___

                      Commission file number 000-31359

                              CORECOMM LIMITED
           (Exact Name of Registrant as Specified in its Charter)

          Delaware                                           23-3032245
(State or Other Jurisdiction of                           (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)

         110 East 59th Street
              26th Floor
         New York, New York                      10022
(Address of Principal Executive Offices)       (Zip Code)

                               (212) 906-8485
            (Registrant's Telephone Number, Including Area Code)

      Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, par value $0.01 per share
 Rights to Purchase Series C Junior Participating Preferred Stock, par value
 $0.01 per share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. |X| Yes |_| No


Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. |_|

The aggregate market value of the registrant's common stock held by
non-affiliates at June 25, 2002, valued in accordance with the Nasdaq
National Market closing sale price for the registrant's common stock, was
approximately $5,821,000.

Number of shares of common stock, par value $0.01 per share, outstanding as
of June 25, 2002: 141,655,388.





"Safe Harbor" Statement Under the Private Securities Litigation Reform Act
of 1995:


Certain statements contained herein, specifically excluding references to
the exchange offers, constitute "forward-looking statements" as that term
is defined under the Private Securities Litigation Reform Act of 1995. When
used herein, the words, "believe," "anticipate," "plan," "will," "expects,"
"estimates," "projects," "positioned," "strategy," and similar expressions
identify such forward-looking statements. All references in this Safe
Harbor legend to the Company shall be deemed to include CoreComm Limited
and its subsidiaries and affiliates. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from those contemplated,
projected, forecasted, estimated or budgeted, whether expressed or implied,
by such forward-looking statements. Such factors include the following: The
Company's ability to continue as a going concern; the Company's continued
viability if the Holdco recapitalization is not consummated on a timely
basis; the Company's ability to obtain trade credit shipments and terms
with vendors and service providers for current orders; the Company's
ability to maintain contracts that are critical to its operations;
potential adverse developments with respect to the Company's liquidity or
results of operations; the Company's ability to fund and execute its
business plan; the Company's ability to attract, retain and compensate key
executives and employees; the Company's ability to attract and retain
customers; the potential delisting of the Company's common stock from the
Nasdaq National Market; general economic and business conditions; industry
trends; technological developments; the Company's ability to continue to
design and build its network, install facilities, obtain and maintain any
required governmental licenses or approvals and finance construction and
development, all in a timely manner, at reasonable costs and on
satisfactory terms and conditions; assumptions about customer acceptance,
churn rates, overall market penetration and competition from providers of
alternative services; the impact of restructuring and integration actions;
the impact of new business opportunities requiring significant up-front
investment; interest rate fluctuations; and availability, terms and
deployment of capital. The Company assumes no obligation to update the
forward-looking statements contained herein to reflect actual results,
changes in assumptions or changes in factors affecting such statements.





<TABLE>
<CAPTION>

                             TABLE OF CONTENTS


PAGE

PART I
<S>                                                                                                           <C>
ITEM 1.        BUSINESS  .....................................................................................      1
ITEM 2.        PROPERTIES.....................................................................................     27
ITEM 3.        LEGAL PROCEEDINGS..............................................................................     27
ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................     30

PART II
ITEM 5.        MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS............................................................................     31
ITEM 6.        SELECTED FINANCIAL DATA........................................................................     32
ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
               AND FINANCIAL CONDITION........................................................................     34
ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................     43
ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................................................     44
ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE............................................................     45

PART III
ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............................................     46
ITEM 11.       EXECUTIVE COMPENSATION.........................................................................     48
ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT AND RELATED SECURITY HOLDERS........................................................     52
ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................     53

PART IV
ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
               FORM 8-K.......................................................................................     58

SIGNATURES     ...............................................................................................     59
EXHIBIT INDEX  ...............................................................................................    E-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS....................................................................    F-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES...........................................................    S-1
</TABLE>




                                   PART I



Item 1. BUSINESS

         CoreComm Limited, referred to as CoreComm Limited or Limited,
formerly a wholly-owned subsidiary of Cellular Communications of Puerto
Rico, Inc., referred to as CCPR, was formed in March 1998 in order to
succeed to the businesses and assets that were operated by OCOM Corporation
and as an appropriate vehicle to pursue new telecommunications
opportunities outside of Puerto Rico and the U.S. Virgin Islands.
Operations commenced in April 1998. In September 1998, CCPR made a cash
contribution to Limited of $150 million and distributed 100% of the
outstanding shares of Limited on a one-for-one basis to CCPR's
stockholders.

         In September 2000, Limited, which at the time was a Bermuda
corporation, merged with and into its newly-formed, wholly-owned Delaware
corporate subsidiary. The Delaware corporation then merged into ATX
Telecommunications Services, Inc., referred to as ATX, with ATX being the
surviving corporation and changing its name to CoreComm Limited. For
accounting purposes, Limited's predecessor is the Bermuda corporation.

         On October 31, 2001, Limited first announced a restructuring
strategy whereby it would recapitalize a significant portion of its debt.
Limited felt it was prudent to embark on its restructuring process in
October 2001 because completion of the restructuring plan was necessary due
to Limited's significant interest and dividend obligations. This
restructuring plan is referred to as the Holdco recapitalization.


         As a result of the already completed phase of the Holdco
recapitalization described below which was completed on December 28, 2001,
CoreComm Limited does not conduct any direct operations and its only
material asset is its ownership of approximately 13% of the outstanding
capital stock of CoreComm Holdco, Inc., referred to as CoreComm Holdco or
Holdco. Prior to December 28, 2001, CoreComm Limited owned 100% of the
outstanding capital stock of CoreComm Holdco.


         The auditors of CoreComm Limited have included a going concern
explanatory paragraph in their audit report for CoreComm Limited for the
year ended December 31, 2001, which states that these conditions raise
substantial doubt about CoreComm Limited's ability to continue as a going
concern. CoreComm Holdco's senior secured credit facility does not allow
CoreComm Holdco to pay any dividends or distribute assets to CoreComm
Limited. Therefore, there is substantial doubt that CoreComm Limited will
be able to meet its obligations when they become due. The audit report of
CoreComm Holdco does not contain such a paragraph as it is anticipated that
CoreComm Holdco will be able to meet its obligations as they become due
with cash on hand and funds from operations during 2002.

         CoreComm Limited does not contemplate raising any additional
financing in the foreseeable future.

         CoreComm Holdco was formed in May 1998 as a Bermuda corporation.
In July 1999, Holdco was domesticated under the laws of Delaware.


HOLDCO RECAPITALIZATION


Background


    From 1998 to 2000, CoreComm Limited was in the process of building
infrastructure to support a national roll-out according to its original
business plan. This business plan required significant funds for capital
expenditures, operating expenses and debt service. In early 2001, CoreComm
Limited still required significant funds to complete its business plan as
originally intended. However, adverse changes in the capital markets,
particularly in the telecommunications sector, made it extremely difficult
to raise new capital, and CoreComm Limited could no longer finance its
original business plan. As a result, in early 2001 CoreComm Limited
significantly revised its business plan to focus on its most profitable
businesses and geographic areas, and to reduce its operational costs and
need for capital. These changes were generally successful, as evidenced by
the significant improvement in financial results during 2001.

    Despite the improvement to operations during 2001, CoreComm Limited did
not expect that it would generate enough cash from operations to cover all
of its debt service and other obligations. In late 2001, CoreComm Limited
developed a plan to reduce the amount of its outstanding debt and the
significant cash outlays needed to service its debt, as well as its
preferred stock and associated dividend payments. The goal was to
strengthen its financial position and give CoreComm Limited a chance to
participate in future industry consolidation and financings.

    In December 2001, the first phase of the recapitalization plan was
completed, in which approximately $600 million of CoreComm Limited's
approximately $786 million of debt and preferred stock was exchanged for
approximately 87% of the outstanding CoreComm Holdco common stock and a
cash payment representing an interest payment on the public notes. The
exchange offers described below and related transactions comprise the
second phase of the Holdco recapitalization, which is to (1) exchange
CoreComm Limited common stock for CoreComm Holdco common stock and (2)
exchange $4.75 million of public notes for CoreComm Holdco common stock and
a cash payment.

The first phase of the Holdco recapitalization

    In early October 2001, CoreComm Limited began discussions with holders
of its public notes regarding the Holdco recapitalization in an attempt to
exchange all of its outstanding public notes for shares of CoreComm Holdco
common stock. As described further below, CoreComm Limited and CoreComm
Holdco successfully negotiated with 34 of the holders to exchange their
public notes for cash payments equal to an overdue interest payment and
common stock representing an aggregate of 5% of the outstanding shares of
CoreComm Holdco common stock. In the aggregate, CoreComm Limited paid $4.8
million in cash representing this interest payment and CoreComm Holdco
issued 1,411,278 shares of its common stock in exchange for $160 million of
the $164.75 million public notes outstanding.

    The first phase of the Holdco recapitalization also included other debt
and preferred securities being exchanged for shares of CoreComm Holdco
common stock. On December 14, 2001, CoreComm Limited and CoreComm Holdco
entered into an exchange agreement with:

        (1) all four holders of Senior Unsecured Notes due September 29,
    2003 of CoreComm Limited with respect to 100% of the $105.7 million in
    principal amount outstanding;

        (2) all four holders of 10.75% Senior Unsecured Convertible PIK
    Notes due 2010 with respect to 100% of the $16.1 million in principal
    amount outstanding;

        (3) one of the two holders of 10.75% Unsecured Convertible PIK
    Notes due 2011 with respect to the initial principal amount of $10
    million, representing 40% of the then outstanding principal amount of
    these notes; and


        (4) all five holders of the preferred stock of CoreComm Limited,
    with respect to the liquidation preference of approximately $301
    million, representing 100% of CoreComm Limited's outstanding preferred
    stock.

    These holders in the aggregate received 24,600,000 shares of CoreComm
Holdco common stock which represented approximately 82% of the outstanding
shares of CoreComm Holdco common stock. These holders included officers,
directors and affiliates of CoreComm Limited who received an aggregate of
11,105,454 shares of CoreComm Holdco common stock which represented
approximately 37% of the outstanding shares of CoreComm Holdco common
stock. In total in the first phase, including shares issued to holders of
public notes, CoreComm Holdco issued approximately 87% if its outstanding
common stock to holders of debt of and preferred stock of CoreComm Limited.
CoreComm Limited believed that the completion of the first phase of the
Holdco recapitalization in December 2001 was imperative because CoreComm
Limited faced significant cash obligations in January 2002.

The second phase of the Holdco recapitalization

    In the second phase, CoreComm Holdco is offering to exchange shares of
CoreComm Limited common stock for an aggregate of approximately 4 million
shares, representing approximately 13% of CoreComm Holdco common stock. The
holders of the public notes are being offered $30.00 in cash, which
represents the interest payment that was due on April 1, 2002, and 9.1047
shares of CoreComm Holdco common stock, which represents their
proportionate share of the 5% of CoreComm Holdco common stock offered to
all holders of public notes, for each $1,000 principal amount of public
notes.

    If the exchange offers are completed, stockholders of CoreComm Limited
will hold common stock of CoreComm Holdco, a company with the same
businesses that CoreComm Limited historically operated, but with
approximately $600 million less debt and preferred stock than CoreComm
Limited. Instead of owning 100% of the common stock of CoreComm Limited,
which would have no value to common stockholders in the event of
liquidation, upon completion of the exchange offers, CoreComm Limited's
current stockholders, including holders of warrants exercisable for
CoreComm Limited common stock, would own approximately 13% of the
outstanding common stock of the recently recapitalized CoreComm Holdco,
which would have significantly less debt and an improved financial
condition. In addition, Nasdaq has informed CoreComm Holdco that, upon
completion of the second phase, CoreComm Limited's Nasdaq listing will be
transferred to CoreComm Holdco, and CoreComm Holdco common stock will
commence, and CoreComm Limited common stock will cease, trading on the
Nasdaq National Market.

Corporate structure

    The following three charts summarize the corporate structure of
CoreComm Limited and CoreComm Holdco at different stages in the Holdco
recapitalization. The first chart illustrates our historical corporate
structure prior to December 17, 2001. The second chart illustrates our
current corporate structure following completion of the first phase of the
Holdco recapitalization which, as described above, was completed on
December 28, 2001. The third chart illustrates our corporate structure
following completion of the second phase of the Holdco recapitalization,
assuming 100% of the outstanding public notes have been tendered and
accepted in the exchange offer and the merger has been consummated. None of
these charts show details of our operating or other intermediate companies
through which all of our operations are conducted, or ownership interests
in those entities.



[GRAPHIC OF CHART 1 - STRUCTURE PRIOR TO DECEMBER 17, 2001]

[GRAPHIC OF CHART 2 - PRESENT STRUCTURE (1), (2)]

[GRAPHIC OF CHART 3 - ASSUMING SUCCESSFUL COMPLETION OF HOLDCO
 RECAPITALIZATION (1), (3), (4)]

-------------------------------

(1)      Based upon the number of shares of CoreComm Holdco common stock and
         CoreComm Limited common stock outstanding on December 31, 2001.

(2)      Senior debt and preferred stock of CoreComm Limited are outstanding
         and held by CoreComm Holdco.

(3)      CoreComm Limited has agreed to surrender that number of shares of
         CoreComm Holdco common stock that are issued in the exchange offers
         and the merger that we request, which would result in CoreComm
         Limited having little or no material assets.

(4)      Senior debt and/or preferred stock of CoreComm Limited may remain
         outstanding and held by CoreComm Holdco.


    As of June 12, 2002, approximately 102 million shares of CoreComm
Limited common stock, representing approximately 73% of the outstanding
shares, were tendered and not withdrawn. Since the minimum condition has
not been met because less than 90% of the outstanding shares of CoreComm
Limited common stock have been tendered as of June 12, 2002, in order to
help achieve satisfaction of the minimum condition, we will convert the
convertible debt and convertible preferred securities of CoreComm Limited
we currently own into shares of CoreComm Limited common stock, and then
tender these shares into the exchange offer. In an amendment to an exchange
agreement between CoreComm Limited and CoreComm Holdco, CoreComm Limited
and CoreComm Holdco agreed that all shares of CoreComm Holdco common stock
issued to CoreComm Holdco in the exchange offer for shares of CoreComm
Limited common stock will be cancelled following the merger, and therefore
will have no effect on any of the holders of CoreComm Limited or CoreComm
Holdco common stock.

    CoreComm Holdco owns the following securities, which are convertible
into CoreComm Limited common stock: (1) 250,000 shares of Series B Senior
Convertible Exchangeable Preferred Stock, which currently have a conversion
price of $5.29 as determined under the CoreComm Limited charter; (2)
approximately 51,000 shares of 8.5% Senior Convertible Preferred Stock,
Series A, which currently have a conversion price of $1.17 per share as
determined under the CoreComm Limited charter; and (3) $160 million in
principal amount of public notes, which, prior to the reduction discussed
in the following paragraph, had a conversion price of $27.39 per share.

    On May 30, 2002, in order to induce conversion of public notes into
shares of CoreComm Limited common stock to facilitate our meeting the
minimum condition and the completion of the short form merger of a
wholly-owned subsidiary of CoreComm Holdco into CoreComm Limited, CoreComm
Limited entered into a supplemental indenture with the trustee for the
public notes that lowered the per share conversion price of the public
notes into shares of CoreComm Limited common stock from $27.39 to $0.75.
Under the terms of the indenture governing the public notes, CoreComm
Limited has the right to lower the conversion price of the public notes at
any time without the consent of the public notes holders. CoreComm Limited
provided notice to the holders of the public notes of the lower conversion
price as required by the terms of the indenture.

    CoreComm Holdco currently owns approximately $105.7 million principal
amount of CoreComm Limited's Senior Unsecured Notes due September 29, 2003.
Interest on these notes is payable in shares of CoreComm Limited common
stock. Since less than 90% of the outstanding shares of CoreComm Limited
common stock have been tendered as of June 12, 2002, in order to help achieve
satisfaction of the minimum condition, CoreComm Holdco will require CoreComm
Limited to issue the unpaid interest payment that was due to CoreComm Holdco
on April 1, 2002 in shares of CoreComm Limited common stock, and we will then
tender those shares into the CoreComm Limited common stock exchange offer.
Based upon the number of shares of CoreComm Limited common stock tendered as
of June 12, 2002, the conversion of the securities as described above and the
payment of the interest in shares would result in the satisfaction of the
minimum condition.

    In an amendment to an exchange agreement between CoreComm Limited and
CoreComm Holdco, CoreComm Limited and CoreComm Holdco agreed that all
shares of CoreComm Holdco common stock issued to CoreComm Holdco in the
exchange offer for shares of CoreComm Limited common stock will be
cancelled following the merger, and therefore will have no effect on any of
the holders of CoreComm Limited or CoreComm Holdco common stock.

    On May 16, 2002, Nasdaq provided CoreComm Limited with notice of a
Nasdaq Staff Determination indicating that CoreComm Limited common stock is
subject to delisting from the Nasdaq National Market because CoreComm
Limited did not comply with the minimum bid price and the minimum market
value of publicly held shares requirements for continued listing. On May
23, 2002, CoreComm Limited filed a request for a hearing before a Nasdaq
Listing Qualifications Panel to review the Nasdaq Staff Determination. A
hearing has been set for June 28, 2002. Under Nasdaq rules, pending a
decision by the Panel, CoreComm Limited common stock will continue to trade
on the Nasdaq National Market.


CORECOMM HOLDCO'S BUSINESS


    CoreComm Holdco is an integrated communications provider that offers
local exchange carrier and interexchange carrier telephone, Internet and
high-speed data services to business and residential customers in targeted
markets throughout the Mid-Atlantic and Midwest regions of the United States.
CoreComm Holdco operates three business divisions: business services (ATX),
residential services (CoreComm Residential) and Internet services (Voyager).
CoreComm Holdco is exploiting the convergence of telecommunications and
information services through its network strategy, which involves the
ownership of telephone switching equipment and the purchase of local exchange
carrier services that connect to homes and businesses, combined with the
leasing of a national and international network that carries Internet
traffic. This configuration of locally and regionally owned and leased
facilities allows CoreComm Holdco to deliver a wide range of communications
services over a wide geography within its regions. CoreComm Holdco currently
offer services to business and residential customers located principally in
Pennsylvania, Ohio, New Jersey, Michigan, Wisconsin, Maryland, Illinois, New
York, Virginia, Delaware, Massachusetts, Washington, D.C. and Indiana. In
local exchange services, CoreComm Holdco competes against the established
local telephone service provider that was the service provider in a region
prior to the opening of local telephone service to competition, as well as
other local exchange carriers.

    In 2001, CoreComm Holdco streamlined its strategy and operations to
focus on its two most successful and promising lines of business. The first
is integrated communications products and other high
bandwidth/data/web-oriented services for the business market. The second is
bundled local telephony and Internet products efficiently sold, serviced
and provisioned via Internet-centric interfaces to the residential market.
CoreComm Holdco's strategy is to attractively bundle telephony and data
services in its target markets in order to compete with the incumbents and
gain market share.

    As of December 31, 2001, CoreComm Holdco had approximately 275,000
local telephone access lines in service and more than 400,000 total
customers. The following table details its customer base:

                                                                   As of
                                                             December 31, 2001
     Residential Local Access Lines                                54,200
     Business Local Access Lines                                  220,700
     Toll-related Access Line Equivalents                         487,000
     Internet Subscribers                                         332,500
     Other Data Customers (1)                                      21,300
------------------
(1)      Other data customers included Point-to-Point data, Frame Relay,
         Web Development, Web Hosting, E-Commerce, Co-location and other
         related customers.

         In 2001, CoreComm Holdco's revenues were attributable to the
following service categories:

                                                     Year ended December 31,
                                                               2001
     Local Exchange Services                                     33%
     Toll-related Telephony Services                             26%
     Internet, Data and Web-related Services                     32%
     Other Revenue                                                9%
                                                    ---------------------------
          Total                                                 100%


         CoreComm Holdco has engaged in significant efforts to increase the
profitability of its services. It has capitalized on opportunities such as
converting customers from Total Service Resale, where it resells service as
purchased from the incumbent local exchange carrier, to the more profitable
Unbundled Network Element -- Platform or UNE-P and Enhanced Extended Loops
or EEL in order to reduce CoreComm Holdco's existing network costs and
capital expenditures and to enhance its gross margins. Under UNE-P,
CoreComm Holdco leases all of the Unbundled Network Elements needed to
provide service to a customer from an incumbent local exchange carrier so
that it does not need to use any of its own facilities to provide the
service. With UNE-P, CoreComm Holdco pays the total cost to lease each
network element, which generally provides it a greater gross margin than
total service resale. By using Enhanced Extended Loops CoreComm Holdco is
able to lease a combination of local network elements and facilities from
the incumbent local exchange carrier to extend the reach of its regional
networks to service customers that are outside of service areas of its
network. This allows CoreComm Holdco to put more traffic on its regional
networks without needing to build additional infrastructure.


         Over the last year, a large portion of CoreComm Holdco's total
service resale business and residential local access lines have been
converted to these more profitable services. CoreComm Holdco continues to
provision many telephony customers onto its owned and leased networks where
it has facilities in place, while also taking advantage of UNE-P and EEL
provisioning to expand its service areas.


         The following is a description of CoreComm Holdco's three business
divisions, as well as a description of its network technology and
proprietary systems. CoreComm Holdco conducts its operations through its
subsidiaries and does not conduct any direct operations.


Business Services (ATX)

         Through its ATX business services division, CoreComm Holdco offers
customers a full range of high-speed communications services including
local exchange carrier and interexchange carrier telephony services,
network services such as network data integration, Internet access and Web
consulting, development and hosting, and other related services. In
addition, ATX offers Advanced Communications Solutions products tailored to
meet the needs of its business customers, such as conference calling,
travel services, pre-paid calling, enhanced fax and PC-based billing.
Customers are billed on a single, consolidated invoice, delivered by
traditional means or near real time Web-based billing that allows the
customer to sort the information to detail calling patterns. ATX's target
markets are the Mid-Atlantic region throughout the New York-Virginia
corridor and Midwest markets, including: Cleveland, Ohio; Columbus, Ohio;
Chicago, Illinois; and other markets in the Great Lakes region.

Business Products and Services

         The business division offers ATX's customers a full range of
broadband communications services, including:

         o    CoreConnect. ATX offers a single, simple solution for all of
              a customer's communications needs - local, long distance,
              toll, data and Internet access services bundled over a
              multi-purpose broadband connection. By combining all of a
              business' essential communications over the same facilities,
              ATX is able to offer an integrated access tool that enables
              higher speed, greater bandwidth, and significant cost
              savings, all from a single source. Through this integrated
              product, ATX is also able to offer custom-tailored
              bandwidth-intensive data solutions such as WAN/LAN
              connectivity, dedicated point-to-point circuits, frame relay
              to the Internet, and ATM for multimedia applications. ATX
              also offers these products on a stand-alone basis.

         o    Local Telephony Services. Local telephony services include
              local dial tone and a set of custom calling features that
              business customers can tailor to meet their local telephony
              needs. A sample of some of the most popular local features
              include alternate answer, automatic callback, busy line
              transfer, call blocking, call forwarding, call trace, call
              waiting, caller ID with name, multi-ring service, repeat
              dialing, remote access call forwarding, and speed calling.

         o    Toll-related Telephony Services. Toll-related telephony
              services include inbound/outbound service, international, 800
              or 888 service and calling card telephone service. ATX
              currently provides intraLATA and interstate long distance
              services nationwide and international termination worldwide.
              ATX also offers a full line of Advanced Communications
              Solutions along with its toll-related services, such as
              Internet-based call management, traveling calling cards, fax
              broadcasting, voice mail, conference calling and enhanced
              call routing services.

         o    Network Services. ATX also offer complete high-speed network
              solutions to its customers. These services include private
              line and frame relay services.

         o    Internet Services. ATX utilizes a state-of-the-art network to
              deliver Internet access designed for business use, ensuring
              high-speed and stable connectivity to a global resource of
              information. Its customers are connected via high-speed
              dedicated lines, from 56K up to DS3.

         o    Web Services/E-commerce. ATX is able to facilitate virtually
              every aspect of establishing and maintaining an interactive
              global presence in Web services. The various segments of Web
              services include Web design, development and hosting,
              electronic commerce, Intranet development, database
              integration, Internet marketing and Internet security.

         o    Consulting Services, Local Area Network/Wide Area Network
              Data Integration. ATX's network services and integration unit
              assists organizations in the design, construction,
              implementation and management of practical local and wide
              area networks. This business unit manages local area
              network/wide area network data integration for private line
              services, Internet network and integrated services digital
              network, as well as professional consulting services and
              hardware/software sales. It develops solutions while
              educating clients on specific business applications and the
              technology that make them possible. Consulting services
              include wide area network architecture and implementation,
              router and consumer premise equipment configuration, local
              area network switching, electronic commerce, cabling and
              virtual local area network design and set-up.

         o    Wireless Services. ATX also offers wireless services
              primarily as a customer retention tool, consisting of both
              cellular and paging service. ATX offers digital and analog
              cellular services as well as ESMR service, which is two-way
              radio and digital cellular service, through Nextel.

Business Sales and Marketing


    The business sales model is based on ATX's consultative sales approach,
its proprietary marketing and training tools, the experience of its sales
force, training and career development program, and its shared vision and
incentive structure to reward individual and team performance objectives.
Each sale begins with an evaluative consultation that investigates the
telecom needs of the customer. The sales consultant then designs a
tailored, integrated and cost-effective telecom platform that addresses the
specific customer's communications needs. ATX has an experienced and
long-tenured sales force. Over 25% of its senior sales force professionals
have been with ATX for more than five years, and approximately 80% of the
sales management team has been promoted from within its organization.


Residential Services (CoreComm Residential)


    CoreComm Holdco offers residential customers voice, data and other
telecommunications services in Ohio, Illinois, Michigan, Wisconsin and
Pennsylvania and Internet access services over a wider area in the Midwest
and Mid-Atlantic regions of the United States. Customers who purchase
multiple services are billed for their services with one consolidated bill.
Customers can also choose to access their billing information and pay their
bills online, or they may select automatic bill payment via credit or debit
card.


Residential Products and Services


    CoreComm Residential's strategy is to bundle telephony and Internet
products and services in convenient and simple ways that are attractive to
the customer, distinctive in the marketplace. In general, CoreComm
Residential currently offers the following voice, data and Internet
services to residential customers in its markets:

    o  Local Telephony Services -- including standard dial tone, local
       calling, Emergency 911 services, operator assisted calling, access
       to the long distance network, and other related services.

    o  Custom Calling Features -- including call waiting, call forwarding,
       caller ID, voice mail, conference calling, multi-ring, speed calling
       and other enhanced features.

    o  Toll-related Telephony Services -- local, long-distance,
       international calls, 800/888/877 toll free services, calling cards
       and other related services.

    CoreComm Residential typically offer a package of its most popular
services and then creates ways for customers to purchase other services
easily and conveniently. In its current residential offering, which may
change over time, CoreComm Residential offers a package of local and long
distance phone service and Internet access, which is called the CoreComm
Unlimited Premium service. Although the details of the offerings vary
somewhat by region, the package typically includes:

   -- Local dial tone;

   -- Local calls;

   -- Call waiting;

   -- Caller-ID with name;

   -- Personal 800 number;

   -- Premium Internet service;

   -- 56K unlimited Internet access;

   -- 3 e-mail addresses;

   -- 10 megabytes of personal web space;

   -- Long distance service; and

   -- Bundled minutes of long distance.

    Additional options and features, such as voice mail, three-way calling,
an additional line, and additional web site space, can be easily and
flexibly added by the customer. The pricing for CoreComm Unlimited Premium
varies by region, but in all areas the price compares favorably to prices
offered by the incumbent telephone company and other providers of these
services.





Residential Sales and Marketing

    CoreComm Residential focuses on a marketing approach that combines
targeted direct marketing with partnerships and local organizations. It
utilizes local media and partner with civic organizations to develop the
recognition of the brand and to create a captive potential base of
customers. CoreComm Residential also targets customers in its footprint via
direct mail, e-mail and telemarketing. All of its sales efforts are
designed to drive revenue growth by capitalizing on low cost opportunities
in current markets.


    In addition to efforts designed to acquire new customers, CoreComm
Residential continually engages in efforts to sell additional services to
existing customers. For example, CoreComm Residential is currently working
on upselling its bundled local and toll-related telephony and Internet
products to its Internet-only customers.

    While residential customers can purchase CoreComm Residential services by
calling its toll-free number, its residential marketing efforts are intended
to drive potential customers to its website, www.core.com. At this website,
customers can sign up for service in a fully online process at a low
transaction cost for CoreComm Holdco. CoreComm Holdco's product offerings are
designed to be simple and flexible, so that potential customers can easily
perceive their value.


Internet Services (Voyager)

         CoreComm Holdco's Internet services division, named Voyager,
provides Internet access and high-speed data communications services and to
residential and business subscribers. Services include dial-up Internet
access, dedicated telecommunications services to business, cable modem
access, Web-hosting, electronic commerce, and co-location services. Voyager
operates one of the largest dial-up Internet networks in the Midwest in
terms of geographic coverage, with approximately 170 owned points of
presence in Michigan, Wisconsin, Ohio, Illinois, Indiana, Minnesota,
Pennsylvania, New York and California.

         In April 2001, CoreComm Holdco announced that it was evaluating
strategic alternatives for its non-CLEC assets and businesses and it has
retained advisors for the purpose of conducting this review.

Internet Products and Services

         Internet Access Services


         Voyager offers Internet access services to residential subscribers
and dedicated, web hosting, and dial-up Internet access to business
customers. By selecting between the various types of access services and
pricing plans available, subscribers can select services that fit their
specific needs. A majority of Voyager subscribers pay their monthly fee
automatically by a pre-authorized monthly charge to their credit card.
Voyager's Internet access options include:

         o    Dial-up Access. Voyager's residential access services are
              designed to provide subscribers with reliable Internet access
              through standard dial-up modems.


         o    Dedicated Access. Voyager offers high-speed dedicated
              connections to both business and residential subscribers at a
              range of speeds using traditional telecommunications lines
              and frame relay communications services for those customers
              requiring greater speed and reliability.

         o    Cable Modems. Through a reseller arrangement with Millennium
              Digital Media Systems, LLC, Voyager offers high-speed
              Internet access in some locations through the use of modems
              integrated with local cable television networks and provides
              the technical and billing support to this fast-growing
              segment of the Internet access business.

         Web Services

         Voyager's Web services help organizations and individuals
implement their Web site and e-commerce goals. Voyager offers various Web
hosting and other services that enable customers to establish a Web site
presence without maintaining their own Web servers and high-speed
connectivity to the Internet.

         o    Web Hosting. Voyager offers a diverse range of shared,
              dedicated and co-location Web hosting services for small and
              medium businesses. The Web hosting service includes
              state-of-the-art Web servers, high-speed connections to the
              Internet at its network operations centers, and registration
              of its customers' domain name and Internet address. Voyager
              also offers Web page design, development, maintenance and
              traffic reporting and consulting services.

         o    Co-location. Voyager offers co-location services, providing
              telecommunications facilities for customer-owned Web servers,
              for customers who prefer to own and have physical access to
              their servers but require the reliability, security and
              performance of its on-site facilities. Co-location customers
              house their equipment at its secure network operating centers
              and receive direct high-speed connections to the Internet.

         o    E-commerce. Voyager provides a suite of Web hosting and
              e-commerce solutions that enable businesses to easily and
              affordably create Web sites and sell their products and
              services over the Internet. The product suite includes
              EasyWeb, which allows a business to quickly create a Web site
              online through a series of menu-driven screens and templates,
              and EasyShop, a comprehensive e-commerce solution, which
              allows businesses to accept real-time credit card purchases
              via their Web site.

         o    Local Content. Voyager's portal is a web site including
              personalized local news and weather, sports, entertainment,
              finance, stock quotes, shopping, classifieds and chat
              services for its customers. Content is automatically tailored
              to individual customers using a database driven process that
              presents customers with location-specific information.
              Customers can also customize the layout and specific content
              options available to them. Content is made available through
              revenue sharing and co-branding agreements with organizations
              including CMGI Inc.'s MyWay.com, Wizshop.com, Amazon.com, and
              local media. Customers access the portal page at
              www.voyager.net.

         Other Services and Offerings

         Voyager also offers other enhanced communications services to meet
the one-stop shopping demands of residential and business customers.

         o    Virtual Private Networks. Voyager's custom virtual private
              networks solutions provide its customers a secure, managed
              network over the public Internet. This service is targeted
              towards organizations that desire a secure wide-area network
              between locations without building dedicated network
              infrastructure between such locations.

         o    Long Distance and other Telecommunications. Voyager currently
              resells long distance telecommunications services as well as
              an 800 service, calling cards and prepaid cards to its
              Internet customers through its VoyagerLink operations.
              Voyager currently offers this interstate and intrastate
              long-distance service to its customers at a fixed rate per
              minute, with no set-up or monthly charges.

Internet Sales and Marketing

         Marketing. Voyager's marketing philosophy is based on the belief
that a consumer's selection of an Internet service provider is often
strongly influenced by a personal referral. Accordingly, Voyager believes
that the customer satisfaction of its subscriber base has led to
significant word-of-mouth referrals. Voyager's referral incentive program
awards subscribers one month of free service for every customer referred.
As a result, over 70% of new sign-ups come from existing subscriber
referrals. Voyager's proprietary customer care and billing system
automatically tracks and credits the subscriber's account, thus providing
valuable marketing information and flexibility with this program. Voyager
also markets services through strategic relationships with value added
resellers in the local communities, such as trade associations, unions, Web
development companies, local area network administrators and retail stores
which represent and promote us on a commission basis. These relationships
are a significant source of new customers. Voyager does not use mass
marketing media as a major source of acquiring new customers, but instead
believes that by providing superior customer service and developing strong
relationships within local communities, particularly in small- and
medium-sized markets, it can continue to grow with very low costs per new
customer acquired.


          Free CDs and Diskettes. Upon the request of prospective
customers, Voyager distributes free software via CD and diskettes that
contain software configured to facilitate installation and connection to
its service.

         Business Sales and Support. Voyager has a business sales and
support team dedicated to selling and providing customized support to its
growing small- and medium-sized business customers. The business teams
include support personnel located throughout its target region.


Network and Technology

         Network Strategy. CoreComm Holdco's network strategy combines the
ownership of telephone switching equipment and the leasing of the local
telephone lines that run directly to homes and businesses, combined with
the leasing of a regional network that carries Internet traffic. This
configuration of locally and regionally owned and leased facilities allows
CoreComm Holdco to deliver a wide range of communications services over a
wide geography within its regions.


         Telephony Network Infrastructure. CoreComm Holdco currently has
Class 5 switches operating in Philadelphia, PA; Columbus, OH; Cleveland,
OH; and Chicago, IL. These switches are connected via leased local
transport to collocations throughout their respective markets where it has
equipment collocated with the incumbent local exchange carrier. CoreComm
Holdco is able to reduce the number of collocations it establishes with the
incumbent local exchange carrier, in each market by utilizing enhanced
extended loops, referred to as EELs, that virtually allow CoreComm Holdco
to extend its local networks to service customers well outside of the
collocation footprint. Also, in areas where CoreComm Holdco does not have
facilities in place, it utilizes unbundled network element -- platform to
service its customers. CoreComm Holdco also operates five Class 4 switches
to handle its toll-related traffic.

    Internet Network Infrastructure. CoreComm Holdco designed and built its
Internet network to specifically service Internet (data) traffic. The
network is comprised primarily of the latest Cisco Systems and Juniper
Networks routing and switching equipment, which provides a common platform
for increased flexibility and maintenance while allowing for the use of
advanced routing protocols to quickly and dependably deliver customer
traffic. CoreComm Holdco has two Internet network operating centers to
oversee traffic flows and general network operations which helps ensure a
secure and reliable network. CoreComm Holdco dial-in points of presence
primarily utilize digital access servers manufactured by 3Com Corporation
and Lucent Technologies, Inc. These servers allow for a variety of customer
connections. CoreComm Holdco's network has been reconfigured to include
redundant data circuits, which will generally be able to automatically
re-route customer traffic in the event of a failure, and its network
topology offers high levels of performance and security.

    CoreComm Holdco's Internet points of presence are linked to regional
and international network points, or hubs, which are its two
Internet-dedicated network operating centers. These network points are
linked to the Internet by fiber optic connections and employ asynchronous
transfer mode, frame relay and other methods of handling traffic
efficiently. Through various relationships with competitive local exchange
carriers, CoreComm Holdco has been able to reduce its overall number of
points of presence by consolidating several of them into SuperPOPs with
expanded calling areas. The SuperPOP allows CoreComm Holdco to consolidate
equipment into one large modem bank and eliminate various telecommunication
links from its points of presence back to the network operating center,
thereby creating enhanced network reliability and reducing
telecommunication costs.

         Network Operations Centers. CoreComm Holdco currently has 4
network operations centers localized to manage network traffic. These
network operations centers are located in Philadelphia, PA, Cleveland, OH,
East Lansing, MI and New Berlin, WI. Each network operations center is
monitored on a 24 hours per day, seven days per week basis in order to
provide the highest level of network performance.

         Peering Relationships. Peering is the act of exchanging data
across networks, typically at specific, discrete locations. By allowing
separate networks to exchange data, users on a particular Internet service
provider's network are able to access information and communicate with
users on another provider's network. CoreComm Holdco has relationships at
multiple points with several different organizations, including Verio,
Inc., NAP.net and MCI and Savvis, thus building network redundancy that
allows for better connectivity for its customers.

         CoreComm Holdco is continuously attempting to improve its network
infrastructure and connectivity costs.


Electronic Bonding and Proprietary Systems


    CoreComm Holdco is currently bonded electronically with Ameritech and
Verizon. Bonding is an electronic interface that establishes an electronic
link between CoreComm Holdco's operating support systems and those of
Ameritech and Verizon. Electronic bonding enables CoreComm Holdco to more
timely and accurately service customers. Bonding also allows real-time
access to customer information while facilitating order entry and
confirmation.

    CoreComm Holdco provides service to customers through its proprietary
systems, which are designed to interface with the incumbent local exchange
carriers' systems through a variety of delivery mechanisms. CoreComm Holdco
systems and processes have been developed to decrease the risk of human
error associated with establishing service to customers by manual keying or
fax. Its systems also allow for flexibility to accommodate an expanding
customer base, efficient entry into new markets, switch-based services, and
rapid development of additional functionality. CoreComm Holdco proprietary
systems handle all pre-ordering activities, including obtaining customer
service records, finding and reserving telephone numbers, verifying
customer addresses, validating due dates, searching the incumbent local
exchange carrier's switches for feature availability, and yellow page
listings.


    CoreComm Holdco's recent and ongoing enhancements to its information
systems include the following:


    o Improving the performance and scalability of its rating and billing
engines.

    o   Enhancing its provisioning systems for the Ameritech region to
        support Ameritech's five state region. CoreComm Holdco service
        order management system has been enhanced to allow for validation
        in real time of the feature availability, the electronic generation
        of service order data, and automated switch activation software,
        all within a single system.

    o   Automating the migration processes to move customers from resold
        networks to our networks and from Total Service Resale to Unbundled
        Network Element -- Platform.

    o   Purchasing a platform for CoreComm Holdco call centers which has
        introduced skills-based routing of inbound calls with an automated
        attendant allowing us to service its customers better by ensuring
        that a call is delivered to a customer service representative with
        the skills necessary to handle the customer.

    o   Integrating an auto-dialer with our collections system, which has
        significantly increased collection agent productivity and
        effectiveness.


         CoreComm Holdco has invested in the construction of a series of
proprietary software applications and an extensive corporate Intranet in
its efforts to achieve a paperless work environment in which all job
critical information is readily available online. Its employees use the
corporate Intranet to access detailed product and corporate information,
industry research and updates, competitive intelligence files, online
training and certification, calendars, a personnel directory, community
activities, philanthropic organizations, and other important content from
the convenience of their desktops. Online forms and sophisticated e-mail
applications have further increased productivity by enhancing
communications.

         CoreComm Holdco currently utilizes internally developed
proprietary systems for integrated order management and provisioning, as
well as for customer relations management. For billing, it uses a
combination of proprietary software and an external service bureau.

         CoreComm Holdco provides customer service and technical support
through three call centers located in Philadelphia, PA, Columbus, OH, and
East Lansing, MI. It provides 100% of its customer care internally and does
not outsource any customer operations to third party providers. CoreComm
Holdco has upgraded its phone systems to route calls, track important
call-in data, automatically answer questions and move customers quickly
through the call-in process. Its comprehensive staff training program and
incentive compensation program linked to customer satisfaction has led to
significant improvements in the time required to move subscribers through
the various calling queues. In addition to using its call centers,
customers can also e-mail questions directly to technical support staff, as
well as find solutions online through the use of the tutorials found at its
web site.

Competition


         The telecommunications industry and all of its segments are highly
competitive and many of CoreComm Holdco's existing and potential
competitors have greater financial, marketing, technical and other
resources than it does. Competition for CoreComm Holdco products and
services is based on price, quality, network reliability, service features and
responsiveness to customers' needs.


Competitive Local Exchange Carrier

         In each of its markets, CoreComm Holdco faces competition from
incumbent local exchange carriers, including Verizon and Ameritech, as well
as other providers of telecommunications services, other competitive local
exchange carriers and cable television companies. In the local exchange
markets, its principal competitor will be the incumbent local exchange
carriers. CoreComm Holdco also faces competition or prospective competition
from one or more competitive local exchange carriers. For example the
following companies have each begun to offer local telecommunications
services in major U.S. markets using their own facilities or by resale of
the incumbent local exchange carrier's services or other providers'
services: AT&T, MCI WorldCom, McLeod USA, Choice One Communications and
Sprint.

         Some of CoreComm Holdco's competitors, including AT&T, MCI
WorldCom and Sprint, have entered into interconnection agreements with
Verizon and Ameritech in states in which we operate. These competitors
either have begun or in the near future likely will begin offering local
exchange service in those states. In addition to these long distance
service providers and existing competitive local exchange carriers,
entities that currently offer or are potentially capable of offering
switched telecommunications services include:

         -     wireless telephone system operators;
         -     large customers who build private networks;
         -     cable television companies; and
         -     other utilities.


         Competition in CoreComm Holdco's competitive local exchange
carrier business will continue to intensify in the future due to the
increase in the size, resources and number of market participants. Many
facilities-based competitive local exchange carriers have committed
substantial resources to building their networks or to purchasing
competitive local exchange carriers or inter-exchange carriers with
complementary facilities. By building or purchasing a network or entering
into interconnection agreements or resale agreements with incumbent local
exchange carriers, including regional Bell operating companies and
inter-exchange carriers, a provider can offer single source local and long
distance services similar to those offered by CoreComm Holdco. Additional
alternatives may provide competitors with greater flexibility and a lower
cost structure than CoreComm Holdco's. Some of these competitive local
exchange carriers and other facilities-based providers of local exchange
service are acquiring or being acquired by inter-exchange carriers. These
combined entities may provide a bundled package of telecommunications
products, including local and long distance telephony, that is in direct
competition with the products offered or planned to be offered by CoreComm
Holdco.


Internet

         The Internet services market is also extremely competitive.
CoreComm Holdco competes directly or indirectly with the following
categories of companies:

         -     established online services, such as America Online, the
               Microsoft Network and Prodigy; - local, regional and
               national Internet service providers, such as Earthlink,
               United Online and Internet America;

         -     national telecommunications companies, such as AT&T and MCI;

         -     providers of Web hosting, co-location and other
               Internet-based business services, such as Verio, Inc.;

         -     computer hardware and software and other technology
               companies that provide Internet connectivity with their
               products, including IBM and Microsoft Corporation;

         -     national long distance carriers such as AT&T, MCI WorldCom
               and Sprint Corporation;

         -     regional Bell operating companies, such as Verizon and
               Ameritech, and local telephone companies;

         -     cable operators, including AT&T, Comcast and Time Warner
               Cable;

         -     nonprofit or educational Internet service providers;

         -     online cable services, such as Excite@Home and Roadrunner;
               and

         -     satellite-based online providers, such as DIRECTV and
               EchoStar.

         CoreComm Holdco believes that the primary competitive factors
determining success as an Internet service provider are:

         -     accessibility and performance of service;

         -     quality customer support;

         -     price;

         -     access speed;

         -     brand awareness;

         -     ease of use; and

         -     scope of geographic coverage.

         Many of the major cable companies and some other Internet access
providers offer Internet connectivity through the use of cable modems and
wireless terrestrial and satellite-based service technologies. In addition,
several competitive local exchange carriers and other Internet access
providers have launched national or regional digital subscriber line
programs providing high speed Internet access using the existing copper
telephone infrastructure. Several of these competitive local exchange
carriers have announced strategic alliances with local, regional and
national Internet service providers to provide broadband Internet access.
CoreComm Holdco also believes that manufacturers of computer hardware and
software products, media and telecommunications companies and others will
continue to enter the Internet services market, which will also intensify
competition. Any of these developments could materially and adversely
affect CoreComm Holdco's business, operating results and financial
condition.

         Competition will increase as large diversified telecommunications
and media companies acquire Internet service providers and as Internet
service providers consolidate into larger, more competitive companies.
Diversified competitors may bundle other services and products with
Internet connectivity services, potentially placing us at a significant
competitive disadvantage. As a result, CoreComm Holdco's businesses may
suffer.

Customer Dependence and Seasonality

         CoreComm Holdco does not depend upon any single customer for any
significant portion of its business. Neither our business nor the
telecommunications industry are generally characterized as having a
material seasonal element, and it does not expect its business or the
industry to become seasonal in the foreseeable future.

Employees

         CoreComm Limited has four employees, each of whom is also employed
by CoreComm Holdco. As of December 31, 2001, CoreComm Holdco had an
aggregate of approximately 1,350 employees. None of these employees are
represented by any labor organization. Each of CoreComm Limited and
CoreComm Holdco believes that its relationship with its employees is
excellent.


GOVERNMENT REGULATION OF THE TELECOMMUNICATIONS SERVICES BUSINESS

Overview


    The telecommunications services we provide are subject to regulation by
federal, state and local government agencies. The following summary does
not purport to describe all current and proposed regulations and laws
affecting the telecommunications industry, but is intended rather as an
overview of material regulatory regimes. Federal and state regulations and
legislation are the subject of judicial proceedings, legislative hearings
and administrative proposals, which could change in varying degrees the
manner in which this industry operates. Neither the outcome of these
proceedings nor their impact on the telecommunications industry or CoreComm
Holdco's business can be predicted at this time. Future federal or state
regulations and legislation may be less favorable to CoreComm Holdco than
current regulation and legislation and therefore may have a material and
adverse impact on its business and financial prospects. In addition, we may
expend significant financial and managerial resources to participate in
proceedings setting rules at either the federal or state level, without
achieving a favorable result.


    At the federal level, the FCC has jurisdiction over interstate and
international services. Interstate services are communications that
originate in one state and terminate in another. Intrastate services are
communications that originate and terminate in a single state and state
public service commissions exercise jurisdiction over intrastate services.
Municipalities and other local government agencies may also regulate
limited aspects of CoreComm Holdco's business, such as use of
government-owned rights-of-way and construction permits. CoreComm Holdco's
networks are also subject to numerous local regulations such as building
codes, franchise and right-of-way licensing requirements.

Telecommunications Act of 1996

    The federal Telecommunications Act, enacted in 1996, has resulted and
will continue to result in substantial changes in the marketplace for
telecommunications services. These changes include, at present, opening
local exchange services to competition and, in the future, a substantial
increase in the addressable services for CoreComm Holdco. Among its more
significant provisions, the Telecommunications Act:


    o   removes legal barriers to entry into some telecommunications
        services, such as long distance and local exchange services;

    o   requires incumbent local exchange carriers such as Verizon or SBC,
        which we refer to as ILECs, to interconnect with and provide
        services for resale by competitors;

    o   permits incumbent local exchange carriers, including Bell regional
        operating companies in some circumstances to enter into new
        markets, such as long distance and cable television;

    o   relaxes regulation of telecommunications services provided by
        incumbent local exchange carriers and all other telecommunications
        service providers; and

    o   directs the FCC to establish an explicit subsidy mechanism for the
        preservation of universal service. The FCC was also directed by
        Congress to revise and make explicit subsidies inherent in the
        access charges paid by interexchange carriers for use of local
        exchange carriers' services.


Removal of Entry Barriers


    The provisions of the Telecommunications Act should enable us to
provide a full range of telecommunications services in any state. Although
we may be required to obtain certification from state public service
commissions in almost all cases, the Telecommunications Act should limit
substantially the ability of a state public service commission to deny a
request for certification. The provisions of the Telecommunications Act
also reduce the barriers to entry by other potential competitors and
therefore increase the level of competition CoreComm Holdco will likely
face in all markets affected by the Act.

    o   Unbundling of Network Elements. ILECs must offer access to various
        unbundled elements of their network. This requirement allows
        competitors to purchase at cost-based rates elements of an ILEC's
        network that may be necessary to provide service to CoreComm
        Holdco's customers.

    o   Dialing Parity. All local exchange carriers must provide dialing
        parity, which means that a customer calling to or from a CLEC
        network cannot be required to dial more digits than is required for
        a comparable call originating and terminating on the ILEC's
        network.

    o   Telephone Number Portability. All local exchange carriers must
        provide telephone number portability, which enables a customer to
        keep the same telephone number when the customer switches local
        exchange carriers.

    o   Reciprocal Compensation. The duty to provide reciprocal
        compensation means that local exchange carriers must terminate
        calls that originate on competing networks in exchange for a given
        level of compensation and that they are entitled to termination of
        calls that originate on their network, for which they must pay a
        given level of compensation.

    o   Resale. All local exchange carriers generally may not prohibit or
        place unreasonable restrictions on the resale of their services. In
        addition, ILECs must offer local exchange services to resellers at
        a wholesale rate that is less than the retail rate charged to end
        users.

    o   Co-location. Subject to space and equipment use limitations, ILECs
        must permit CLECs to install and maintain some types of their own
        network equipment in ILECs' central offices and remote terminals.
        The rates, terms and conditions are subject to negotiation and,
        failing agreement, to arbitration before state public utility
        commissions.

    o   Access to Rights of Way. All ILECs, CLECs and some other utilities
        must provide access to their poles, ducts, conduits and
        rights-of-way on a reasonable, nondiscriminatory basis to
        telecommunications carriers.

    o   Good Faith Negotiations. ILECs are required to negotiate in good
        faith with other carriers that request any or all of the
        arrangements discussed above. If a requesting carrier is unable to
        reach agreement with the ILEC within a prescribed time, either
        carrier may request arbitration by the applicable state commission.

    o   Rates. The rates charged by incumbent local exchange carriers for
        interconnection and Unbundled Network Elements must be calculated
        using a forward-looking, cost-based methodology, and may vary
        greatly from state to state. These rates must be approved by state
        regulatory commissions, which often follows a lengthy and expensive
        negotiation, arbitration, and review process. Recurring and
        non-recurring charges for telephone lines and other Unbundled
        Network Elements may change based on the rates proposed by ILECs
        and approved by state regulatory commissions from time to time,
        which creates uncertainty about how interconnection and unbundled
        element rates will be determined in the future and which could have
        an adverse effect on our operations. The ILECs have appealed
        aspects of the methodology used to set these rates to the United
        States Supreme Court. If the appeal is successful, it could result
        in higher prices for interconnection and Unbundled Network
        Elements.

    While the Telecommunications Act generally requires ILECs to offer
interconnection, Unbundled Network Elements and resold services to CLECs,
ILEC-to-CLEC interconnection agreements have limited terms, requiring the
CLEC to renegotiate the agreements on a periodic basis. ILECs may not
provide timely installation or adequate service quality, thereby impairing
a CLEC's reputation with customers who can easily switch back to the ILEC.


Current Regulatory Issues

    The following regulatory issues are currently before the FCC and
various courts and may impact CoreComm Holdco's operations.

Reciprocal Compensation


    In March 2000, the U.S. Court of Appeals for the D.C. Circuit
overturned the FCC's previous determination that calls to Internet service
providers are not local. The court found that the FCC had failed to explain
adequately its determination that a call does not terminate at an ISP
merely because the ISPs then originate further telecommunications that
extend beyond state boundaries. In response to this court ruling, in April
2001 the FCC once again determined that calls to ISPs are jurisdictionally
interstate, and thus, not subject to reciprocal compensation under Section
251(b)(5) of the Telecommunications Act. Instead, the FCC adopted an
interim graduated rate scheme for ISP-bound traffic in which the
compensation rates for ISP-bound traffic decrease on a yearly basis. In
addition, the FCC initiated a proceeding to comprehensively review all
intercarrier compensation schemes, in which it suggested moving to a
bill-and-keep regime for all intercarrier payments. The interim graduate
rate regime for ISP-bound traffic will remain in place for the next three
years or until FCC concludes its review of all intercarrier compensation
schemes.

    A number of parties have filed petitions for reconsideration of the
FCC's decision regarding compensation for ISP-bound traffic, but the FCC
has yet to act on those petitions. In addition, many competitive carriers
and state public utility commissions have appealed the FCC's determination
to the U.S. Court of Appeals for the D.C. Circuit. The court will hear oral
arguments in February 2002. The outcome of this appeal could have an impact
on the amount of compensation CoreComm Holdco receives for ISP-bound
traffic. As our existing interconnection agreements expire and as we enter
new markets, we must negotiate new reciprocal compensation rates and
traffic scope with each incumbent carrier. A reduction in rates payable for
Internet service provider reciprocal compensation could have an adverse
effect on CoreComm Holdco's future revenues and business strategy.

Co-location

    The FCC has adopted rules requiring incumbent local exchange carriers
to provide co-location to competitive local exchange carriers for the
purpose of interconnecting their competing networks. In a July 2001
decision, the FCC concluded that collocating equipment is necessary for
interconnection or access to Unbundled Network Elements if an inability to
deploy that equipment would, as a practical, economic, or operational
matter, preclude the requesting carrier from obtaining interconnection or
access to Unbundled Network Elements. In addition, the FCC found that
multifunction equipment satisfies the necessary standard only if the
equipment's primary purpose and function is to provide the requesting
carrier with equal in quality interconnection or nondiscriminatory access
to UNEs. Finally, the FCC determined that ILECs are no longer required to
permit competitors to construct and maintain cross-connects outside the
physical co-location space of the ILEC's premises. However, ILECs must
provision cross-connects between collocated carriers upon reasonable
request. The ILECs have appealed these findings to the U.S. Court of
Appeals for the D.C. Circuit. A successful appeal could provide incumbent
carriers with a basis for refusing to collocate multifunction equipment or
provide co-location in a timely and efficient manner. This could have a
negative impact on CoreComm Holdco's network deployment plans.


Line Sharing

    On December 9, 1999, the FCC released its line sharing order that
requires ILECs to offer line sharing as an unbundled network element by
June 6, 2000. Line sharing permits CLECs to use a customer's existing line
to provide DSL services while the ILEC continues to use the same line to
provide voice service. Prices for line sharing will be set by the states
based on a cost methodology adopted by the FCC. In January 2001, the FCC
clarified that line sharing applies to the entire loop, even when a portion
of the loop consists of fiber facilities. Incumbent carriers must also
permit competing carriers to self-provision or partner with a data carrier.
However, in a February 2001 Clarification Order, the FCC made clear that
its prior ruling did not expand an ILEC's obligation to provide access to
unbundled packet switching capability. The FCC is currently seeking comment
on issues relating to line sharing on fiber facilities.


    On May 24, 2002, the United States Court of Appeals for the District of
Columbia Circuit issued a decision vacating the FCC's line sharing rules
and remanding them back to the FCC for further consideration. The Court
concluded that the FCC failed to give adequate consideration to the issue
of whether the line sharing requirements are necessary given the apparent
presence of competition in broadband services offered by other cable and
satellite providers. As a result of the Court's decision, the line sharing
rules will be deemed no longer effective absent a temporary order by the
FCC or the Court requiring the rules to remain in affect pending final
resolution of the issue on appeal or upon further review by the FCC.
Although the ruling should have no direct effect on us because CoreComm
Holdco does not engage in line sharing, it could have a direct affect on
the operations of a provider from whom it purchase DSL services for resale
to their ISP customers, which could in turn have an adverse impact on
CoreComm Holdco unless the effect of the Court's ruling is stayed pending
further review.


Local Exchange Carrier Entry Into New Markets


    UNE Entry. The FCC has adopted rules that allow competitors to purchase
at cost-based rates elements of an ILEC's network that may be necessary to
provide service to CoreComm Holdco's customers. The FCC is currently
reviewing the framework under which ILECs must make Unbundled Network
Elements available to competing carriers. As a result of this review, the
FCC may determine that ILECs no longer need to unbundle network elements,
which may impact CoreComm Holdco's ability to provide service to its
customers. In addition, the FCC is currently considering whether to adopt
performance standards for ILECs' provision of Unbundled Network Elements.
These standards would ensure that ILECs provision those elements on a
timely basis.

    On May 24, 2002, the United States Court of Appeals for the District of
Columbia Circuit issued a decision overturning the FCC's rules requiring
ILECs to provide Unbundled Network Elements to competing carriers and
remanding those rules back to the FCC for further consideration. The Court
found that under the "impair" standard set forth in the Telecommunications
Act, the FCC failed to adequately justify why it adopted a uniform national
list of elements that must be unbundled by ILECs in all geographic and
customer markets, as opposed to market-specific rules requiring particular
elements to be unbundled only in those markets where the absence of such an
element would "impair" competition. Unlike the Court's decision in respect
of line sharing, the Court's ruling as to the FCC's unbundling requirements
did not vacate the unbundling requirements and, therefore, those rules
should remain in effect without alteration pending final resolution upon
appeal or upon further review by the FCC.

    Section 271 Entry. CoreComm Holdco's principal competitor in each
market is the ILEC. Some of these carriers, the Regional Bell Operating
Companies are currently permitted to provide long distance services to
customers outside of their local service areas and in conjunction with
their mobile telephone services, but are prohibited from providing long
distance services that originate in those states where they provide local
telephone service, which is referred to as in-region long distance service.
Section 271 of the Telecommunications Act established procedures under
which ILECs can provide in-region long distance services in a state after
receiving approval from the FCC. To obtain approval, the ILEC must comply
with a competitive checklist that incorporates, among other things, the
interconnection requirements discussed above.

    Approval from the FCC under Section 271 will enable an ILEC to provide
customers with a full range of local and long distance telecommunications
services. The provision of landline long distance services by ILECs is
expected to reduce the market share of the major long distance carriers,
which may be significant customers of our services. Consequently, the entry
of the ILECs into the long distance market may have adverse consequences on
the ability of CLECs both to generate access revenues from the
inter-exchange carriers and to compete in offering a package of local and
long distance services. Starting in December 1999, the FCC has approved a
number of 271 applications, including applications for New York, Texas,
Oklahoma, Kansas, Massachusetts, Connecticut, Pennsylvania, Arkansas,
Missouri, Georgia and Louisiana, and an application for 271 authority in
New Jersey is currently pending before the FCC. We CoreComm Holdco
anticipates that the ILECs will soon initiate similar proceedings to obtain
long distance service authority in every other state in which we operate or
plan to operate.


Access Charges

    In addition to charging other carriers reciprocal compensation for
terminating local traffic, CoreComm Holdco also collects access charges
from carriers for originating and terminating inter-exchange traffic.
Federal law requires that these charges be just and reasonable. Some
inter-exchange carriers have challenged the switched access rates of some
competitive local exchange carriers, asserting that these competitive local
exchange carriers' service charges for switched access services are higher
than those of the incumbent local exchange carriers serving the same
territory, and are therefore unjust and unreasonable. These inter-exchange
carriers have refused to pay competitive local exchange carriers any
originating access charges in excess of the corresponding incumbent rate.
In response, the FCC adopted an order in April 2001, which gradually aligns
competitors' access charge rates more closely with those of the ILECs.
Specifically, the FCC established a benchmark rate of 2.5 cents per minute
for the first year, at the end of which, the rate will drop to 1.8 cents
per minute, or the ILEC rate, whichever is higher. At the beginning of year
three, the benchmark rate drops to 1.2 cents per minute, or the ILEC rate,
whichever is higher. At the end of the third year, the benchmark rate drops
to the switched access rate of the competing ILEC. On the effective date of
these rules, competitors have the option to tariff their access rates, for
those areas where they have previously offered service, at either the
benchmark rate or the rate of the corresponding ILEC in the study area of
the relevant end-user customer, whichever is higher. Any competitive
carrier access charges above the benchmark, will be mandatorily detariffed,
although CLECs may negotiate higher rates with inter-exchange carriers.
These changes could impair CoreComm Holdco's ability to offer customers
lower-cost access services. Moreover, because competitive local exchange
carrier access charges are reduced, CoreComm Holdco's revenue could
decrease.

    In May 2000, the FCC issued an order adopting an integrated interstate
access reform and universal service proposal put forth by a coalition of
incumbent local exchange carriers and inter-exchange carriers.
Specifically, the FCC removed $650 million in universal service subsidies
from interstate access charges paid by long distance carriers and collects
that sum through an assessment on all carriers' interstate revenues. In
September 2001, the U.S. Court of Appeals for the Fifth Circuit remanded
the FCC's decision, concluding that the FCC failed to exercise sufficiently
independent judgment in establishing the $650 million amount. The FCC is
currently seeking comment on the remand. While these reforms are aimed
primarily at price cap, or incumbent, local exchange carriers, it is too
early to assess what impact, if any, they will have on CoreComm Holdco.

Universal Service

    Universal service obligations apply to all telecommunications carriers
that provide interstate telecommunications services. In May 1997, the FCC
issued an order implementing the provisions of the Telecommunications Act
relating to the preservation and advancement of universal telephone
service. This order requires all telecommunications carriers providing
interstate telecommunications services, including CoreComm Holdco, to
contribute to universal service support for schools, libraries and rural
health care programs. CoreComm Holdco's contribution to the federal support
funds is calculated based on a percentage of its gross end-user interstate
and international telecommunications revenue. The amount of CoreComm
Holdco's required contribution changes each quarter, but may be passed on
to its end users on a pro rata basis. The FCC is currently seeking comment
on whether it should change the manner in which it assesses contributions,
such as moving from revenue-based to flat-rate assessment, and the way in
which carriers recover USF costs from their customers. Furthermore, we may
be eligible to directly or indirectly receive subsidy funds for
telecommunications services we provide to some covered end users. Most
state public service commissions have adopted rules or are currently
considering actions to preserve universal service and promote the public
interest. CoreComm Holdco is currently unable to quantify the amount of
subsidy payments that it will be required to make and the effect that these
required payments will have on its financial condition.

Relaxation of Regulation

Forbearance

    The Telecommunications Act gives the FCC authority to decide to
forebear from regulating carriers if it believes regulation would not serve
the public interest. The FCC is charged with reviewing its regulations for
continued relevance on a regular basis. As a result of this mandate, a
number of regulations that apply to competitive local exchange carriers
have been, and others may in the future be, eliminated. CoreComm Holdco
cannot, however, guarantee that any regulations that are now or will in the
future be applicable to us will be eliminated.

Dominance/Non-Dominance


    Through a series of proceedings, the FCC has established different
levels of regulation for dominant carriers and non-dominant carriers. As a
non-dominant carrier, CoreComm Holdco is subject to relatively limited
regulation by the FCC. However, at a minimum, CoreComm Holdco must offer
interstate services at just and reasonable rates in a manner that is not
unreasonably discriminatory. One goal of the Telecommunications Act is to
increase competition for telecommunications services and thus reduce the
need for regulation of these services. To this end, the Telecommunications
Act requires the FCC to streamline its regulation of incumbent local
exchange carriers and permits the FCC to forbear from regulating particular
classes of telecommunications services or providers. In fact, the FCC is
currently considering whether to deem ILECs non-dominant in the provision
of broadband services. Since CoreComm Holdco is a non-dominant carrier and,
therefore, is not heavily regulated by the FCC, the potential for
regulatory forbearance likely will be more beneficial to the incumbent
local exchange carriers than to CoreComm Holdco in the long run.


Detariffing


    The Telecommunications Act requires all common carriers, including
CoreComm Holdco, to charge just and reasonable rates for their services and
to file schedules of these rates with the FCC. These schedules are known as
tariffs and they represent a contract between a carrier and its customers.
The FCC has used its forbearance authority to eliminate the filing of
tariffs in several instances. Most non-dominant carriers must detariff for
their interstate inter-exchange services. However, non-dominant carriers
are permitted to continue to file tariffs for some dial-around type
services. For international services, non-dominant carriers may not file
any new or revised contract tariffs or tariffs for other long-term
international service arrangements and most non-dominant carriers were
required to detariff by January 28, 2002. Rather, non-dominant carriers
must now post their rates, terms and conditions in a publicly available
form, such as on a website. Furthermore, as explained above, the FCC has
recently adopted permissive detariffing for the access charges competitive
carriers levy on interstate long distance carriers for completing calls to
competitive local exchange carriers' customers. The FCC's preclusion of
non-dominant interstate carriers from filing tariffs may increase CoreComm
Holdco's exposure to litigation. Currently, tariffs contain provisions
limiting the liability of providers on a variety of issues. In the absence
of filed tariffs, carriers must rely on negotiated contracts with each
customer to provide these liability limitations.


    In addition to requiring the incumbent local exchange carriers to open
their networks to competitors and reducing the level of regulation
applicable to competitive local exchange carriers, the Telecommunications
Act also reduces the level of regulation that applies to the incumbent
local exchange carriers, thereby increasing their ability to respond
quickly in a competitive market. For example, the FCC has applied
streamlined tariff regulation of the incumbent local exchange carriers
introduction of new services, which shortens the requisite waiting period
before which tariff changes may take effect. These developments enable the
incumbent local exchange carriers to change rates more quickly in response
to competitive pressures. The FCC has also adopted heightened price
flexibility for the incumbent local exchange carriers, subject to specified
caps. If exercised by the incumbent local exchange carriers, this
flexibility may decrease CoreComm Holdco's ability to compete effectively
with the incumbent local exchange carriers in its markets.

Local Government Authorizations

    Many jurisdictions where CoreComm Holdco may provide services require
license or franchise fees based on a percentage of revenues. Because the
Telecommunications Act specifically allows municipalities to charge fees
for use of the public rights-of-way, it is likely that jurisdictions that
do not currently impose fees will seek to impose fees in the future.
However, the amount and basis of these fees have been successfully
challenged by several telecommunications service providers. Federal courts
have struck down municipal ordinances that:


    o   do not relate the fees imposed under the ordinance to the extent of
        a provider's use of the rights-of-way;

    o   do not relate the fees imposed under the ordinance to the costs
        incurred by the local government in maintaining the rights-of-way;
        or

    o   seek to impose fees based on a concept of the value of the use to
        the provider by relating the fees to provider revenues.


    Additionally, because the Telecommunications Act requires jurisdictions
to charge non-discriminatory fees to all telecommunications providers,
telecommunications providers are challenging municipal fee structures that
excuse other companies, particularly the incumbent local exchange carriers,
from paying license or franchise fees, or allow them to pay fees that are
materially lower than those that are required from new competitors such as
us. A number of these decisions have been appealed and, in any event, it is
uncertain how quickly particular jurisdictions will respond to the court
decisions without a specific legal challenge initiated by CoreComm Holdco
or another competitive local exchange carrier to the fee structure at
issue.

Regulation of Resellers

    The FCC has defined resale as any activity in which a party, the
reseller, subscribes to the services or facilities of a facilities-based
provider, or another reseller, and then re-offers communications services
to the public for profit, with or without adding value. Resellers are
common carriers generally subject to all rules and regulations placed on
providers of the underlying services by either the FCC or the states in
which they operate. The FCC has held that prohibitions on the resale of
common carrier services are unjust, unreasonable, and unlawfully
discriminatory in violation of the Telecommunications Act. Accordingly, all
common carriers must make their services available for resale at rates,
terms, and conditions that do not unreasonably discriminate against
resellers.

    As to other telecommunications service providers, such as competitive
local exchange carriers and wireless providers, there is no regulation that
requires them to give discounts to resellers below the rates offered to end
users of the same quantities of similar services. The FCC's requirement
that wireless providers offer resale services is currently set to expire on
November 24, 2002. Because CoreComm Holdco's cellular service offerings are
resale-only, the termination of this policy may adversely affect its
ability to offer cellular services in the future.

International Operations

    CoreComm Holdco already provides international resale services and may
ultimately expand our operations to other countries. The FCC requires every
carrier that originates international telecommunications from within the
U.S., either through the use of its own facilities or on a resale basis, to
secure in advance an authorization from the FCC under Section 214 of the
Telecommunications Act. Additionally, these carriers must comply with other
routine reporting requirements. CoreComm Holdco holds a Section 214
Authorization for both facilities-based and resale international services.

Internet Regulation


    The FCC currently does not regulate the provision of Internet service,
although it does regulate common carriers that provide elements of the
networks on which the Internet is based. Similarly, state public utility
commissions generally do not regulate Internet service, except in some
limited circumstances where incumbent local exchange carriers provide
Internet services. The FCC and some states, however, are reviewing the
development of the Internet and the types of services that are provided
through it. For example, if the FCC should determine that an Internet
service provider offers a service that is an exact substitute for long
distance telephone service with the sole distinction that it is based on a
packet-switched network rather than a circuit-switched network, the FCC may
determine that it should impose similar regulation on the new services.


State Regulation Generally

    Most states require companies to be certified or authorized by the
state's public utility commission in order to provide intrastate common
carrier or telecommunications services. These certifications generally
require a showing that the carrier has adequate financial, managerial and
technical resources to offer the proposed services in a manner consistent
with the public interest.


    In addition to obtaining certification, in each state, CoreComm Holdco
must negotiate terms of interconnection with the incumbent local exchange
carrier before we can begin providing switched services. State public
utility commissions are required to approve interconnection agreements
before they become effective and must arbitrate disputes among the parties
upon request. CoreComm Holdco has already entered into interconnection
agreements with Ameritech, which is now a part of SBC and Verizon.
Regulatory changes could require renegotiation of relevant portions of
existing interconnection agreements, or require additional court and
regulatory proceedings. CoreComm Holdco is not presently subject to
state-initiated price regulation based on costs or earnings. Most states
require competitive local exchange carriers to file tariffs setting forth
the terms, conditions and prices for intrastate services. Some states
permit tariffs to list a rate range or set prices on an individual case
basis. Other state requirements may include filing of periodic reports, the
payment of regulatory fees and surcharges and compliance with service
standards and consumer protection rules.

    Several states provide incumbent local exchange carriers with
flexibility for their rates, special contracts, selective discounting, and
tariffs, particularly for services that are considered to be competitive.
This pricing flexibility increases the ability of the incumbent local
exchange carrier to compete with us and constrains the rates we may charge
for our services. States may grant incumbent local exchange carriers
additional pricing flexibility. At the same time, some incumbent local
exchange carriers may request increases in local exchange rates to offset
revenue losses due to competition. Some states require prior approvals or
notification for some transfers of assets, customers or ownership of a
competitive local exchange carrier and for issuance of bonds, notes or
other evidence of indebtedness or securities of any nature. Delays in
receiving required regulatory approvals may occur.


Item 2.  PROPERTIES.

         We do not own or lease any property. As discussed previously, the
first phase of the Holdco recapitalization was completed on December 28,
2001. As a result, CoreComm Limited now owns only approximately 13% of the
outstanding common shares of CoreComm Holdco, and CoreComm Holdco now
operates the businesses that were historically operated by CoreComm
Limited. CoreComm Holdco does not own any property. Some of CoreComm
Holdco's subsidiaries lease switch buildings, ILEC collocations and office
space in those areas of the Mid-Atlantic and Midwestern United States where
they maintain their operations. CoreComm Holdco believes its facilities are
adequate to serve its present business operations and needs for the
foreseeable future. See the Notes to the CoreComm Holdco Consolidated
Financial Statements included elsewhere in this Form 10-K/A for information
concerning lease commitments.

Item 3.  LEGAL PROCEEDINGS.

As discussed above, the first phase of the Holdco recapitalization was
completed in December 2001. As a result, CoreComm Limited now owns only
approximately 13% of the outstanding common shares of CoreComm Holdco, and
CoreComm Holdco now operates the businesses that CoreComm Limited had
historically operated. Through its various operating subsidiaries, CoreComm
Holdco purchases goods and services from a wide variety of vendors under
contractual and other arrangements that sometimes give rise to litigation
in the ordinary course of business. It also provides goods and services to
a wide range of customers under arrangements that sometimes lead to
disputes over payment, performance and other obligations. Some of these
disputes, regardless of their merit, could subject it to costly litigation
and the diversion of its technical and/or management personnel.
Additionally, any liability from litigation that is not covered by
insurance or exceeds its coverage could have a material adverse effect on
its business, financial condition and/or operating results. Currently,
CoreComm Limited is involved, either directly as a litigant or indirectly
through its ownership interest in CoreComm Holdco, in the following
outstanding matters which, if resolved unfavorably to CoreComm Limited or
CoreComm Holdco, could have a material adverse effect on CoreComm Limited's
and/or CoreComm Holdco's business, financial condition and/or results of
operations:


    o   CoreComm Newco, Inc., an indirect, wholly-owned subsidiary of
        CoreComm Holdco, is currently in litigation with Ameritech Ohio, a
        supplier from whom it purchases telecommunications products and
        services, over the adequacy of Ameritech's performance under a 1998
        contract between CoreComm Newco and Ameritech, and related issues.
        This litigation began in June 2001 when Ameritech threatened to
        stop processing new orders following CoreComm Limited's exercise of
        its right under the contract to withhold payments for Ameritech's
        performance failures. In response to this threat, CoreComm Limited
        sought and received an order from an official of the Public
        Utilities Commission of Ohio barring Ameritech from refusing to
        process new CoreComm orders. Ameritech has appealed that order to
        the PUCO and the appeal is still pending.

        On July 5, 2001, Ameritech filed a claim with the PUCO seeking
        payment from CoreComm Limited of approximately $8,600,000 allegedly
        owed under the contract. On August 8, 2001, Ameritech filed a
        second claim against CoreComm Limited in Ohio state court, seeking
        an additional approximately $4,300,000 in allegedly improperly
        withheld amounts. On August 28, 2001, CoreComm Limited exercised
        its right to remove the state court claim to the United States
        District Court for the Northern District of Ohio, and the parties
        then stipulated to a consolidation of both of Ameritech's claims in
        the United States District Court. To consolidate the two claims, on
        October 9, 2001, Ameritech filed an amended complaint in the United
        States District Court, seeking a total of approximately
        $14,400,000.

        On December 26, 2001, CoreComm Newco filed its answer to
        Ameritech's amended complaint and simultaneously filed three
        counterclaims against Ameritech and some of its affiliates,
        alleging breach of contract, antitrust violations, and fraudulent
        or negligent misrepresentation. In lieu of filing an answer to
        CoreComm Newco's counterclaims, Ameritech filed a series of motions
        on March 25, 2002, asking the Court to dismiss several of CoreComm
        Newco's counterclaims. On April 17, 2002, CoreComm Newco filed its
        opposition in Ameritech's motions for dismissal and these items are
        now pending before the court for disposition.

        We believe that CoreComm Newco has meritorious defenses to
        Ameritech's amended complaint, and that the amount currently in
        dispute is substantially less than the $14,400,000 claimed in
        Ameritech's amended complaint. For example, the figure specified in
        Ameritech's complaint does not account for (a) more than $5.2
        million in refunds that Ameritech contends it has already credited
        to CoreComm Newco's accounts since the filing its complaint, and
        (b) payments that were made by CoreComm Newco in the ordinary
        course after the time of Ameritech's submission. However, we cannot
        be certain how or when the matter will be resolved. We also believe
        that, to the extent Ameritech prevails with respect to any of its
        claims, Ameritech's award may be offset in whole or in part by
        amounts that CoreComm Newco is seeking to obtain from Ameritech
        under its counterclaims. However, it is impossible at this time to
        predict the outcome of the litigation.

    o   On December 3, 2001, General Electric Capital Corp. filed a lawsuit
        in the Circuit Court of Cook County, Illinois against CoreComm
        Limited and MegsINet, Inc., an indirect subsidiary of CoreComm
        Holdco, seeking approximately $8 million in allegedly past due
        amounts and return of equipment under a capital equipment lease
        agreement between Ascend and MegsINet. GECC is seeking all amounts
        allegedly owed under the lease as well as repossession of the
        equipment. On February 19, 2002, the defendants filed a motion to
        dismiss several of GECC's claims. In response, GECC withdrew its
        original complaint and on May 1, 2002 filed an amended complaint
        naming CoreComm Holdco as an additional defendant. On June 5, 2002,
        defendants filed a motion to dismiss and/or stay plaintiff's
        complaint. Concurrently, on April 12, 2002, GECC filed a second
        complaint in the Circuit Court of Cook County, Illinois against
        MegsINet, CoreComm Limited and CoreComm Holdco seeking a court
        order allowing it to take repossession of its alleged equipment.
        After a hearing on the matter following the submission of
        defendants' opposition, GECC withdrew its complaint and filed a new
        action on May 3, 2002, in an effort to supply the court with
        additional information regarding its alleged rights to the
        equipment. Defendants' response to the May 3 complaint was filed on
        May 29, 2002 asking the court to dismiss plaintiff's complaint.
        Defendants intend to defend themselves vigorously against both
        complaints and to pursue all available claims and defenses.
        However, it is impossible at this time to predict the outcome of
        the foregoing litigation.

    o   On May 25, 2001, KMC Telecom, Inc. and some of its operating
        subsidiaries filed an action in the Supreme Court of New York for
        New York County against CoreComm Limited, Cellular Communications
        of Puerto Rico, Inc., CoreComm New York, Inc. and MegsINet, Inc. On
        that same date, KMC filed the same cause of action in the Circuit
        Court of Cook County, IL. Upon defendant's Motion to Stay the New
        York action, KMC voluntarily dismissed the Illinois litigation and
        the matter is currently proceeding in New York. KMC contends that
        it is owed approximately $2 million, primarily in respect of
        alleged early termination liabilities, under a services agreement
        and a co-location agreement with MegsINet. The defendants have
        denied KMC's claims and have asserted that the contracts at issue
        were signed without proper authorization, that KMC failed to
        perform under the alleged contracts, and that the termination
        penalties are not enforceable. The defendants have served discovery
        and intend to defend themselves in coordination with one of their
        insurance carriers. On March 27, 2002, some of the defendants
        initiated litigation against several former principals of MegsINet
        seeking indemnification and contribution against KMC's claims.

    o   On March 1, 2002, Easton Telecom Services, LLC, initiated
        litigation in the Northern District of Ohio against CoreComm
        Internet Group, Inc. asserting that Easton Telecom Services, LLC is
        the assignee of rights of Easton Telecom Services, Inc. under an
        asset purchase agreement approved as part of the bankruptcy
        disposition of Teligent, Inc., and demanding payment of
        approximately $4.9 million, primarily in respect of early
        termination penalties, for telecommunications services purportedly
        provided under alleged contracts between Easton Telecom Services,
        Inc. and MegsINet, Inc. Subsequently, on April 18, 2002, Easton
        Telecom Services, LLC filed an amended complaint in the
        above-referenced matter naming Voyager Information Networks, Inc.
        as an additional defendant and increasing the amount in dispute to
        approximately $5.1 million. On May 7, 2002, defendants filed their
        answer denying Easton LLC's allegations and asserting multiple
        defenses, including defenses challenging the validity of the
        alleged contracts and plaintiff's claims as to alleged damages.
        Defendants intend to defend themselves vigorously and pursue all
        available claims and defenses. However, it is impossible at this
        time to predict the outcome of this litigation.

    o   FiberStream, Inc., a direct subsidiary of CoreComm Limited, has
        been in communications with Metromedia Fiber Networks, Inc.,
        referred to as MFN, regarding a dispute between the parties under a
        General Agreement dated September 29, 2000 and a related Product
        Order of the same date. The dispute centers around the accuracy of
        some statements that were made by MFN concerning the nature of its
        network at the time of contracting, the timeliness of the
        installation of the circuits by MFN under the agreement, and
        FiberStream's obligation, if any, to make payments in respect of
        those circuits. MFN has indicated that unless payment is made for
        the circuits, it may initiate arbitration under the agreement and
        seek early termination penalties in excess of approximately $1.1
        million. FiberStream has rejected MFN's demands and has advised
        that it will defend itself vigorously and pursue all available
        counterclaims, including claims for fraudulent inducement relating
        to the execution of the contract and damages arising from MFN's
        alleged failure to perform under the contract. The parties have
        discussed the prospect of settling their respective claims without
        resort to litigation and those discussions are presently ongoing.

    o   On October 9, 2001, Enavis Networks, Inc. filed an action in the
        Circuit Court of Pinellas County, Florida against CoreComm Limited
        asserting that Enavis is owed approximately $420,000 relating to
        the alleged sale and installation of telecommunications equipment
        by Enavis. CoreComm Limited has filed a motion to dismiss this
        action for lack of personal jurisdiction over us in Florida and
        this motion is still pending. Upon resolution of the motion to
        dismiss in Florida and assuming that the matter proceeds in
        litigation, CoreComm Limited intends to defend this action
        vigorously and assert counterclaims against Enavis arising from
        Enavis' failure to provide equipment complying with CoreComm's
        specifications.

    o   On or about September 14, 2001, a lawsuit was filed by WXIII/Far
        Yale Gen-Par, LLC, as General Partner of WXIII/Far Yale Real Estate
        Limited Partnership against CoreComm Communications, Inc., a
        direct, wholly-owned subsidiary of CoreComm Holdco, and CoreComm
        Limited seeking approximately $172,500 in unpaid rent, interest and
        other charges allegedly owed under a commercial real estate lease
        between Yale and CoreComm Communications as to which CoreComm
        Limited is the guarantor. On or about February 5, 2002, Yale filed
        a motion with the court requesting permission to amend the
        complaint to specify a revised figure of $404,290.87 as the amount
        allegedly due under the lease and to add an additional count asking
        the court to issue a preliminary injunction preventing the
        defendants from transferring, selling, assigning, encumbering or
        otherwise hypothecating any of their assets, including any debt or
        equity interests in their subsidiaries, except for usual and
        ordinary expenses paid in the usual and ordinary course of
        business. On February 27, 2002, Yale's motion for a preliminary
        injunction was denied subject to the substitution of CoreComm
        Holdco for CoreComm Limited as guarantor on the lease and Yale's
        motion to specify the revised figure of $404,290.87 was granted.
        The parties have reached an agreement in principle to settle the
        litigation although, pending the execution of a formal settlement
        agreement, the litigation remains in effect.

    o   CoreComm Holdco has received correspondence from various operating
        subsidiaries of Verizon Communications, Inc. claiming that Verizon
        is owed a total of approximately $11 million for services allegedly
        provided in Delaware, Maryland, Virginia, District of Columbia,
        Massachusetts and New York, and threatening to activate account
        embargo and service suspension procedures in those states if
        payment of the alleged amount is not received by July 22, 2002.
        CoreComm Holdco is currently reviewing Verizon's claims against its
        own billing records, including records reflecting unresolved
        disputed charges. CoreComm Holdco intends to pursue all remedies
        available to it and defend itself vigorously against these
        allegations. However, it is not presently possible to predict how
        the matter will be resolved.




Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of the security holders of
CoreComm Limited during the quarter ended December 31, 2001.


                                  PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

         CoreComm Limited formerly was a wholly owned subsidiary of
Cellular Communications of Puerto Rico, Inc., referred to as CCPR and
formerly known as CoreComm Incorporated. On September 2, 1998, CCPR
distributed to its stockholders, on a one for one basis, all of the capital
stock of CoreComm Limited. CoreComm Limited common stock began trading on
the Nasdaq National Market on September 2, 1998, under the Nasdaq symbol
"COMFV." Subsequently, on September 3, 1998, the symbol was changed to
"COMMF," and on September 17, 1999, the symbol was changed to "COMM," under
which it presently trades. The following table sets forth, for the periods
indicated, the high and low bid prices as reported on the Nasdaq National
Market.

                                                          Bid Price


                                                    High               Low
2000
First Quarter                                       $49.13            $32.08
Second Quarter                                      $42.81            $14.69
Third Quarter                                       $20.38            $ 7.81
Fourth Quarter                                      $ 8.00            $ 2.06
2001
First Quarter                                       $ 4.75            $  .09
Second Quarter                                      $  .63            $  .09
Third Quarter                                       $  .22            $  .06
Fourth Quarter                                      $  .20            $  .07
2002
First Quarter                                       $  .16            $  .06
Second Quarter (through June 25, 2002)              $  .12            $  .04

         On December 17, 2001, the last full day of trading before the
public announcement of CoreComm Holdco's intention to commence the exchange
offers, the last bid price for CoreComm Limited common stock on the Nasdaq
National Market was $0.17.

         As of June 25, 2002, there were approximately 510 record holders
of CoreComm Limited common stock. This figure does not reflect beneficial
ownership of shares held in nominee names.


         Limited has never paid cash dividends on its common stock and is
currently restricted from doing so by the terms of its senior credit
facility. Limited does not presently contemplate paying cash dividends and
believes that it is extremely unlikely that it will pay cash dividends in
the foreseeable future.

Item 6.  SELECTED FINANCIAL DATA.


         The following selected financial data of CoreComm Limited and its
predecessor, OCOM Corporation Telecoms Division, referred to as OCOM,
should be read in conjunction with the historical financial statements and
notes thereto of CoreComm Limited and CoreComm Holdco included elsewhere in
this Form 10-K/A. The selected historical financial data relates to OCOM as
it was operated prior to its acquisition by CoreComm Limited.


         The first phase of the Holdco recapitalization, which was
completed by December 28, 2001, reduced CoreComm Limited's ownership of
CoreComm Holdco from 100% to approximately 13%. At that time, CoreComm
Limited began to account for CoreComm Holdco on the equity method and no
longer consolidated CoreComm Holdco.



<TABLE>
<CAPTION>

                                                                                                        The Predecessor (OCOM)
                                                                                                       -----------------------

                                                                             For the Period from
                                                                             April 1, 1998 (date       For the Period
                                                                            operations commenced)      from January 1,   Year Ended
                                        Year Ended December 31,                to December 31,             1998 to      December 31,
                                  2001 (1)       2000 (2)        1999 (3)           1998 (4)            May 31, 1998         1997
                                  ----           ----            ----               ----                ------------         ----
                                                                       (in thousands, except per share data)
<S>                              <C>             <C>            <C>              <C>                  <C>               <C>
Income statement data:
Revenues                           $293,207       $132,122         $58,151       $  6,713                 $  1,452       $  3,579
Operating expenses                  905,840        431,449         161,376         25,139                    4,234          7,954
(Loss) before extraordinary
     item                          (658,990)      (313,811)       (103,524)       (16,255)                  (2,782)        (4,379)
Gain on early extinguishment
     of debt                         39,498              -               -              -                        -              -
Net (loss)                         (619,590)      (313,811)       (103,524)       (16,255)                  (2,782)        (4,379)
Net (loss) per common
  share basic and diluted (5):
(Loss) before extraordinary
     item                             (6.77)         (6.73)          (3.03)          (.55)                    (.09)          (.15)
Gain on early extinguishment
     of debt                           0.39              -               -              -                        -              -
Net (loss)                            (6.38)         (6.73)          (3.03)          (.55)                    (.09)          (.15)
Weighted average number of
  common shares basic and
  diluted (5):                      100,669         47,480          34,189          29,678                  29,664         29,419
</TABLE>


<TABLE>
<CAPTION>

                                                                                                   The Predecessor (OCOM)
                                                                            December 31,
                                                 2001 (1)      2000 (2)        1999 (3)          1998 (4)         1997
                                                 --------      ----            ----              ----             ----
                                                                                       (in thousands)
<S>                                           <C>            <C>             <C>           <C>               <C>
Balance sheet data:
Working capital (deficiency)                    $(25,545)      $(123,642)      $121,292      $133,899         $(950)
Fixed assets, net                                    146         179,651         90,619         3,582         1,269
Total assets                                      12,423         909,763        392,103       176,526         1,731
Long-term debt                                   261,624         358,624        179,318           283            --
Notes payable to affiliates                           --          16,170             --            --            --
Other noncurrent liabilities                          --           2,693         14,564           218            --
Shareholders' equity (deficiency)               (274,900)        316,278        126,926       169,297            --
Parent's investment                                   --              --             --            --           321
</TABLE>


(1)  In 2001, we borrowed $65 million under the senior secured credit
     facility and we issued $25 million aggregate principal amount of
     unsecured convertible notes. In addition, we completed the first phase
     of the Holdco recapitalization. Please refer to Item 1, Business.

     We reduced the carrying value of fixed assets, goodwill and other
     intangibles by $368.3 million, we recorded non-cash compensation
     expense of $8.7 million as a result of the Holdco recapitalization,
     and we recorded reorganization and other charges of $39.5 million. We
     also recorded an extraordinary gain on the extinguishment of debt of
     $39.5 million, of which $23.0 million is related to the Holdco
     recapitalization.

(2)  In 2000, we acquired Voyager.net, Inc. and ATX Telecommunications
     Services, Inc. In addition, we borrowed $91.1 million under a senior
     secured credit facility, issued $108.7 million aggregate principal
     amount of senior unsecured notes and issued $16.1 million aggregate
     principal amount of senior unsecured convertible notes.

     Also in 2000, we reduced the carrying amount of goodwill and other
     intangibles by $35.9 million, we recorded non-cash compensation
     expense of $43.4 million and we recorded reorganization and other
     charges of $12.7 million.

(3)  In 1999, we acquired 100% of the stock of MegsINet Inc. and the CLEC
     assets of USN Communications, Inc. In addition, we issued $175 million
     principal amount of 6% Convertible Subordinated Notes due 2006.

(4)  During the period from April 1, 1998, the date operations commenced,
     to December 31, 1998, CCPR made the following contributions to
     CoreComm Limited prior to the spin-off: (a) a cash contribution of
     $150 million, (b) businesses acquired by CCPR in April and June 1998
     and (c) the subsidiary that owns various LMDS licenses in Ohio that
     were acquired for an aggregate of $25,241,000.

(5)  After giving retroactive effect to the 3-for-2 stock split by way of
     stock dividend paid in September 1999 and the 3-for-2 stock split by
     way of stock dividend paid in February 2000. The weighted average
     number of common shares prior to September 1998 are equivalent to
     CCPR's historical weighted average shares, since CCPR stockholders
     received one share of the Company for each CCPR shared owned.

     CoreComm Limited has never declared or paid any cash dividends.


  Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
           FINANCIAL CONDITION




Liquidity and Capital Resources

    As a result of the first phase of the Holdco recapitalization, CoreComm
Limited, which formerly owned 100% of CoreComm Holdco's outstanding capital
stock, now owns only approximately 13% of CoreComm Holdco's outstanding
capital stock. CoreComm Holdco owns substantially all of the business
operations, which CoreComm Limited formerly owned indirectly through
CoreComm Holdco. However, CoreComm Limited remains a party liable under the
$156.1 million senior secured credit facility and has no right to withdraw
any additional money under that facility. Additionally, CoreComm Limited is
a co-obligor with CoreComm Holdco for the 10.75% Unsecured Convertible PIK
Notes due April 2011 of $16,599,000, including accrued PIK interest. In
addition, as of March 31, 2002, CoreComm Limited had obligations of
approximately $591 million of debt and preferred securities now held by
CoreComm Holdco, $4.75 million principal amount of public notes that are
not held by CoreComm Holdco, and other liabilities. In addition, the senior
secured credit facility does not allow CoreComm Holdco to pay any dividends
or distribute assets to CoreComm Limited. As a result of these financial
conditions, CoreComm Limited currently lacks the resources to meet its
obligations as they become due.

    CoreComm Limited's auditors included a going concern explanatory
paragraph in their audit report for the year ended December 31, 2001, which
states that CoreComm Limited's liquidity conditions raise substantial doubt
about its ability to continue as a going concern.


    CoreComm Limited does not contemplate raising any additional financing
in the foreseeable future.


    As a result of the first phase of the Holdco recapitalization, CoreComm
Holdco holds $160 million principal amount of public notes, approximately
$105.7 million principal amount of CoreComm Limited Senior Unsecured Notes
and all of CoreComm Limited's outstanding preferred stock. CoreComm Limited
does not have the financial resources to meet its obligations under these
notes and preferred stock if CoreComm Holdco requires it to do so. CoreComm
Limited has agreed that it will surrender to CoreComm Holdco the number of
shares of CoreComm Holdco common stock that CoreComm Holdco requests.
CoreComm Holdco intends to request that CoreComm Limited surrender,
immediately following the merger, all shares of CoreComm Holdco common
stock that it owns, other than the number of shares of CoreComm Holdco
common stock deliverable upon conversion of public notes not tendered in
the exchange offer for public notes or converted prior to the completion of
the merger. Therefore, if the merger is completed, CoreComm Limited will
own little or no common stock of CoreComm Holdco, and thus will own little
or no material assets, since CoreComm Holdco common stock is CoreComm
Limited's only material asset. In exchange for surrendering shares of
CoreComm Holdco common stock, both CoreComm Holdco and CoreComm Limited
have agreed to waivers and amendments to delay payments with respect to
these securities.


    Under the exchange offers, those stockholders and noteholders who
exchange their shares and public notes, respectively, will receive shares
of CoreComm Holdco, and would no longer hold CoreComm Limited securities.


    CoreComm Limited may lack the resources to meet the obligations of the
remaining $4.75 million in principal amount of public notes that are not
held by CoreComm Holdco. CoreComm Limited did not pay any interest that was
due on the public notes on October 1, 2001 until December 2001 at which
time it paid this interest to the parties that entered into public note
agreements in connection with the first phase of the Holdco
recapitalization. On March 28, 2002, the October 1, 2001 interest payment,
together with interest accrued thereon, was paid on the $4.75 million in
principal amount of public notes that did not receive the October 1, 2001
interest payment in December 2001. The April 1, 2002 interest payment on
the public notes has not yet been paid and CoreComm Limited is in default
under those notes. The consideration CoreComm Holdco is offering in its
exchange offer for the public notes includes $30.00 in cash, which
represents the April 1, 2002 interest payment, for each $1,000 in principal
amount outstanding.

    On February 14, 2002, CoreComm Limited received written notification
from Nasdaq indicating that it failed to comply with the minimum market
value of publicly held shares and minimum bid price requirements for
continued listing on the Nasdaq National Market and that it would have
until May 15, 2002 to regain compliance. CoreComm Limited did not regain
compliance by May 15, 2002. On May 16, 2002, Nasdaq provided CoreComm
Limited written notice of a Nasdaq Staff Determination indicating that
CoreComm Limited common stock is subject to delisting from the Nasdaq
National Market. On May 23, 2002, CoreComm Limited filed a request for a
hearing before a Nasdaq Listing Qualifications Panel to review the Nasdaq
Staff Determination. A hearing has been set for June 28, 2002. Under Nasdaq
rules, pending a decision by the Panel, CoreComm Limited common stock will
continue to trade on the Nasdaq National Market. CoreComm Limited will not
be notified until the Panel makes a formal decision. There can be no
assurance that CoreComm Limited will prevail at the hearing, and that its
common stock will not be delisted from the Nasdaq National Market.

    If CoreComm Limited common stock is delisted from the Nasdaq National
Market, shares may trade in the over-the-counter market and price
quotations may be reported by other sources. The extent of the public
market and the availability of quotations for shares of CoreComm Limited
common stock would, however, depend upon the number of holders of shares
remaining at that time, the interest in maintaining a market in shares of
CoreComm Limited common stock on the part of securities firms and other
factors. In addition, if CoreComm Limited common stock is delisted from the
Nasdaq National Market and CoreComm Limited no longer meets the
requirements of Rule 12g-3 of the Securities Exchange Act of 1934, CoreComm
Limited may terminate the registration of its shares under the Securities
Exchange Act of 1934, which would affect the extent of the public market
and the availability of quotations for shares of CoreComm Limited common
stock.


    On January 22, 2002, the Securities and Exchange Commission issued
FR-61, Commission Statement about Management's Discussion and Analysis of
Financial Condition and Results of Operations. The release sets forth views
of the Securities and Exchange Commission regarding disclosure that should
be considered by registrants. CoreComm Limited's contractual obligations
and commercial commitments are summarized below, and are fully disclosed in
the Notes to Consolidated Financial Statements.

    The following table includes aggregate information about CoreComm
Limited's contractual obligations as of December 31, 2001 and the periods
in which payments are due:

<TABLE>
<CAPTION>


                                                                    Payments Due by Period
                                                                   Less than 1
                       Contractual                                    Year         1-3       4-5      After 5
                                                                      ----
                       Obligations                      Total                     Years     Years      Years
                                                                          (in thousands)
<S>                                              <C>           <C>          <C>        <C>         <C>
      Long-Term Debt(1)..............                $270,429      $      --    $ 105,679  $164,750    $ --
      Capital Lease Obligations......                    none             --           --        --      --
      Operating Leases...............                    none             --           --        --      --
      Unconditional Purchase Obligation                  none             --           --        --      --
      Other Long-Term Obligations....                    none             --           --        --      --
                                                     --------        -------    ---------  --------    ----
      Total Contractual Cash Obligations             $270,429        $    --    $ 105,679  $164,750    $ --
                                                     ========        =======    =========  ========    ====
</TABLE>

    The following table includes aggregate information about CoreComm
Limited's commercial commitments as of December 31, 2002. Commercial
commitments are items that CoreComm Limited could be obligated to pay in
the future. They are not required to be included in the consolidated
balance sheet.


<TABLE>
<CAPTION>


                                                       Amount of Commitment Expiration Per Period
                                                       ------------------------------------------
                                                                    Less than
                  Other Commercial                Total Amounts         1         1-3        4-5      Over 5
                    Commitments                     Committed          Year      Years      Years      Years
                    -----------                     ---------          ----      -----      -----     ------
                                                                        (in thousands)
<S>                                          <C>                      <C>       <C>       <C>        <C>
       Guarantees(2)................           $     172,274            $ --      $11,700   $76,050    $ 84,524
       Lines of Credit..............                   None               --           --         --         --
       Standby Letters of Credit....                   None               --           --         --         --
       Standby Repurchase Obligations                  None               --           --         --         --
       Other Commercial Commitments.                   None               --           --         --         --
                                                   --------             ----      -------   --------   --------
       Total Commercial Commitments.           $     172,274            $ --      $11,700   $ 76,050   $ 84,524
                                               =============            ====      =======   ========   ========
</TABLE>


----------


(1) Long-term debt includes $164,750,000 principal amount of 6% Convertible
    Subordinated Notes and $105,679,000 principal amount of Senior
    Unsecured Notes due 2003, before unamortized discount of $8,805,000.

(2) Guarantees include CoreComm Holdco's senior secured credit facility of
    $156,100,000, which is unconditionally guaranteed by CoreComm Limited
    and CoreComm Holdco, and CoreComm Holdco's 10.75% Unsecured Convertible
    PIK Notes due April 2011 of $16,174,000 including accrued PIK interest
    for which CoreComm Limited and CoreComm Holdco are co-obligors.


Consolidated Statement of Cash Flows


         For the year ended December 31, 2001, cash used in operating
activities decreased to $67,349,000 from $131,002,000 in the year ended
December 31, 2000 primarily due to significant efforts to reduce expenses
and other efforts to improve cash flow.


         For the year ended December 31, 2001, cash used to purchase fixed
assets decreased to $5,231,000 from $65,321,000 in the year ended December
31, 2000 which reflected the modifications to CoreComm Limited's business
plan and the efforts to improve cash flow.

         Cash used in investing activities includes a decrease in cash of
$24,966,000, which represents the cash of CoreComm Holdco at the time of
its deconsolidation.

         Proceeds from borrowings, net of financing costs, of $88,679,000
was from the borrowings under the senior secured credit facility in January
and April 2001 and the issuance of the 10.75% Unsecured Convertible PIK
Notes due 2011 in April 2001.


Results of Operations


    The first phase of the Holdco recapitalization was completed on
December 28, 2001. As a result of the completion of the first phase of the
Holdco recapitalization, CoreComm Limited's only material asset is its
ownership of approximately 13% of the outstanding capital stock of CoreComm
Holdco. The operating results of CoreComm Limited discussed herein include
CoreComm Holdco for all periods prior to its deconsolidation. After
December 28, 2001, CoreComm Limited accounts for all of CoreComm Holdco's
operations using the equity method. CoreComm Limited does not have any
significant operations of its own.


    CoreComm Limited's original business plan included construction of
facilities-based network in numerous markets and expansion through
acquisitions. CoreComm Limited commenced providing telephone service on a
resale basis while its network construction was in process. CoreComm
Limited also incurred significant advertising and marketing costs in order
to create name recognition and significant other operating and
administrative costs used in establishing the business. All of these
activities required cash expenditures which is reflected in the
approximately $1.1 billion deficit at March 31, 2002, CoreComm Limited's
history of operating and net losses, cash used in operating activities of
$216 million from April 1, 1998 (date operations commenced) to December 31,
2000 and cash used for purchases of fixed assets of $88 million from April
1, 1998 (date operations commenced) to December 31, 2000.


    In July 2001, CoreComm Limited finalized the streamlining of its
operating structure to focus on CoreComm Holdco's two most successful and
promising lines of business. The first is integrated communications
products and other high bandwidth/data/web-oriented services for the
business market and the second is bundled local telephony and Internet
products efficiently sold, serviced and provisioned via Internet-centric
interfaces to the residential market.

    CoreComm Limited engaged in significant efforts to reduce expenses in
all areas of its business, while maintaining its revenue initiatives. These
plans were implemented through a variety of means, including facility
consolidation, headcount reduction, efficiency improvements, vendor
negotiations and network optimization.


    CoreComm Limited has also engaged in significant efforts to capitalize
on more profitable network services to reduce existing network costs and
capital expenditures, and enhance gross margins going forward. A large
portion of CoreComm Limited's business and residential local access lines
have been converted to these more profitable services, resulting in
improved operating results on a going forward basis.


    In addition, CoreComm Limited has made significant progress in
improving the operating efficiency of its networks, while also reducing
network costs. The associated cost savings and product enhancements have
come from increased overall efficiency, improved pricing terms, as well as
the elimination of duplicative or unneeded network facilities.

Years Ended December 31, 2001 and 2000


    As a result of the completion of the acquisitions of ATX and Voyager in
September 2000, CoreComm Limited consolidated the results of operations of
these businesses from the dates of acquisition. The results of these
businesses are not included in the 2000 results prior to October 1, 2000.


    The increase in revenues to $293,207,000 from $132,122,000 is due to
acquisitions in 2000, which accounted for $166,737,000 of the increase.
This increase is offset by a decline in revenue attributed to the customer
base associated with the USN assets to $21,340,000 from $28,174,000. The
revenues from the USN customer based peaked in the third quarter of 1999
after CoreComm Limited's acquisition in May 1999 and, as expected, declined
thereafter. USN Communications, Inc. was a CLEC that operated on a resale
basis. The underlying operations, customer relationships and future revenue
streams of the resale CLEC business have declined since CoreComm Limited's
acquisition. CoreComm Holdco has substantially reduced its resale business
to focus on more profitable services.

    Operating costs include direct cost of sales, network costs and
salaries and related expenses of network personnel. Operating costs
increased to $224,807,000 from $142,323,000 due to acquisitions in 2000,
which amounted to $111,878,000 of the increase. This increase is offset by
a decrease in costs of $29,394,000 in 2001 primarily as a result of the
implementation of CoreComm Limited's modified business plan as described
above.

    Selling, general and administrative expenses decreased to $97,759,000
from $111,010,000 primarily as a result of the implementation of CoreComm
Limited's modified business plan as described above. These expenses
decreased by $65,699,000 in 2001 after adjusting for the increase due to
acquisitions in 2000, which amounted to $52,448,000.

    Corporate expenses include the costs of CoreComm Limited's officers and
headquarters staff, the costs of operating the headquarters and costs
incurred for strategic planning and evaluation of business opportunities.
Corporate expenses decreased to $8,335,000 from $12,884,000 primarily as a
result of the implementation of CoreComm Limited's modified business plan
as described above.

    In accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees," in April 2000, CoreComm Limited recorded a non-cash
compensation expense of approximately $29.0 million and a non-cash deferred
expense of approximately $31.3 million due to the issuance of options to
employees in 2000 at an exercise price of $14.55 which was less than the
fair value of Limited's common stock on the date of the grant. From April
2000 to December 31, 2001, the deferred non-cash compensation was charged
to expense, including $21.6 million and $9.7 million in the years ended
December 31, 2001 and 2000, respectively. Also in 2000, non-cash
compensation includes $4.7 million related to option rescissions.

    Other charges in 2001 include reorganization charges of $37,372,000 and
an adjustment to the reserve for notes receivable from former officers of
an acquired business of $2,142,000. The reorganization charges relate to
the Company's announcements in May and July 2001 that it was taking
additional actions to reorganize, re-size and reduce operating costs and
create greater efficiency in various areas of the Company. An aggregate of
$21,386,000 of these costs are for equipment and other assets that did not
and will not require any future cash outlays. The employee severance and
related costs in 2001 are for approximately 630 employees to be terminated,
none of whom were still employed by the Company as of December 31, 2001.
The major actions involved in the 2001 reorganization included: (1)
consolidation of functions such as network operations, customer service and
finance, (2) initiatives to increase gross margins and (3) agreements with
vendors to reduce or eliminate purchase commitments. The consolidation of
functions resulted in employee terminations and the closing of offices.
Employee severance and related costs, lease exit costs and fixed assets and
prepayment write-downs include charges related to these actions.
Initiatives to increase gross margins resulted in consolidation of network
assets and elimination of redundant and less profitable facilities. Charges
for these actions include lease exit costs and fixed assets and prepayment
write-downs. Finally, reductions or elimination of purchase commitments
resulted in agreement termination charges. All of these actions are
expected to be completed by June 30, 2002. Fixed assets and prepayments
written-off include $5.3 million related to vacated offices, $13.4 million
for network assets in abandoned markets and $2.7 million for prepayments in
respect of ILEC facilities in abandoned markets.

    Other charges in 2000 include a reserve of $8,700,000 for notes
receivable from former officers of an acquired business, and reorganization
charges of $4,006,000. The employee severance and related costs in 2000
were for approximately 250 employees to be terminated, none of whom were
still employed by CoreComm Limited as of December 31, 2000.

    The following table summarizes the reorganization charges incurred and
utilized in 2000 and 2001. As a result of the deconsolidation of CoreComm
Holdco's and CoreComm Limited's financial statements, there is no balance
remaining relating to these charges.

<TABLE>
<CAPTION>


                                                     Employee                                    Fixed
                                                     Severance     Lease                         Assets
                                                    and Related     Exit       Agreement          and
                                                       Costs       Costs     Terminations     Prepayments      Total
                                                       -----       -----     ------------     -----------      -----
                                                                              (in thousands)
<S>                                                   <C>         <C>          <C>             <C>           <C>
Charged to expense................                    $ 2,089     $  1,917     $    --         $     --      $   4,006
Utilized..........................                       (775)      (1,396)         --               --         (2,171)
                                                      -------     --------     -------         --------      ---------
Balance, December 31, 2000........                      1,314          521          --               --          1,835
Charged to expense................                      3,409        6,928       6,572           21,772         38,681
Adjustments.......................                       (996)          73          --             (386)        (1,309)
Utilized..........................                     (3,218)      (4,416)     (2,914)         (21,386)       (31,934)
Deconsolidation of CoreComm Holdco                       (509)      (3,106)     (3,658)              --         (7,273)
                                                      -------     --------     -------         --------      ---------
Balance, December 31, 2001........                    $    --     $     --     $    --         $     --      $      --
                                                      =======     ========     =======         ========      =========
</TABLE>


    CoreComm Holdco performed a review of the recoverability of its
goodwill and long-lived assets, which indicated that the carrying value of
certain assets would not be recoverable. During 1999 and 2000, acquisitions
were made against a background of increasing consolidation and record
valuations in the telecommunications industry. Asset impairments in 2001
include a write-down of goodwill of $186,160,000 and a write-down of fixed
assets of $14,529,000 in the fourth quarter of 2001 prior to the
deconsolidation as a result of this evaluation. In addition, at March 31,
2001, CoreComm Limited reduced the carrying amount of goodwill related to
the Voyager and MegsINet acquisitions by $167,599,000. In connection with
the reevaluation of its business plan and the decision to sell its non-CLEC
assets and businesses, CoreComm Limited was required to report all
long-lived assets and identifiable intangibles to be disposed of at the
lower of carrying amount or estimated fair value less cost to sell. The
carrying amount of goodwill related to these acquisitions is eliminated
before reducing the carrying amounts of the other assets. The estimated
fair value of these businesses was determined based on information provided
by the investment bank retained for the purpose of conducting this sale.

    At December 31, 2000, CoreComm Limited wrote-off the carrying amount of
intangible assets from certain business combinations, and reduced the
carrying amount of its LMDS licenses. Asset impairments in 2000 include
goodwill of $6,690,000, workforce of $577,000 and customer lists of
$7,517,000. These assets were primarily related to the Company's resale
CLEC business, which was acquired in 1999. The underlying operations,
customer relationships and future revenue streams had deteriorated
significantly since the acquisition. These were indicators that the
carrying amount of the resale-related assets was not recoverable. The
Company estimated that the fair value of these assets was zero due to the
lack of potential buyers, the overall deterioration of the resale CLEC
business environment and because of the negative cash flow of these resale
businesses for the foreseeable future. Also at December 31, 2000, in
connection with the reevaluation of its business plan announced in April
2001, the Company reduced the carrying amount of its LMDS licenses by
$21,136,000 to reflect their estimated fair value. The estimated fair value
was determined based on an analysis of sales of other LMDS licenses.

    Depreciation expense increased to $48,110,000 from $30,746,000
primarily as a result of an increase in fixed assets due to acquisitions in
2000.

    Amortization expense increased to $97,389,000 from $42,420,000 due to
the amortization of goodwill from the acquisitions in 2000.

    Interest income and other, net, decreased to $1,957,000 from $6,223,000
primarily due to the reduction of interest income resulting from lower cash
balances in 2001.


    Interest expense increased to $48,314,000 from $20,457,000 primarily
due to increased borrowings to fund CoreComm Limited's acquisitions and
operations.

    The income tax provision of $98,000 in 2001 and $250,000 in 2000 are
for state and local income tax.

    Extraordinary gains in 2001 of $39,498,000 relate to the completion of
the first phase of the Holdco recapitalization, as well as the successful
settlement of various equipment and working capital notes, capital leases
and other liabilities for less than the outstanding balance.

Years Ended December 31, 2000 and 1999


    As a result of the completion of the acquisitions of Voyager and ATX in
September 2000, CoreComm Limited consolidated the results of operations of
these businesses from the dates of acquisition. The results of these
businesses are not included in the 1999 results.


    The increase in revenues to $132,122,000 from $58,151,000 is primarily
due to acquisitions in 2000, which accounted for $59,164,000 of the
increase. The remainder of the increase is primarily due to an increase in
CLEC and ISP revenues from an increase in customers. The revenues from the
USN customer base peaked in the third quarter of 1999 after CoreComm
Limited's acquisition in May 1999 and declined thereafter. Additionally,
prepaid cellular debit card and cellular long distance revenues declined as
a result of CoreComm Limited's termination of these services in the third
quarter of 1999. CoreComm Limited had revenues of $2,379,000 in 1999 from
the provision of these services.

    Operating costs include direct cost of sales, network costs and
salaries and related expenses of network personnel. Operating costs
increased to $142,323,000 from $58,561,000 primarily due to acquisitions in
2000, which accounted for $41,650,000 of the increase. The remainder of the
increase is primarily due to an increase in the fixed component of
operating expenses due to CoreComm Limited's migration to a
facilities-based infrastructure. In 1999, operating costs included
$2,211,000 related to the prepaid cellular debit card and cellular long
distance services.

    Selling, general and administrative expenses increased to $111,010,000
from $74,185,000 primarily due to acquisitions in 2000, which accounted for
$21,432,000 of the increase. The remainder of the increase is a result of
increased selling and marketing costs and increased customer service costs.

    Corporate expenses include the costs of CoreComm Limited's officers and
headquarters staff, the costs of operating the headquarters and costs
incurred for strategic planning and evaluation of business opportunities.
Corporate expenses increased to $12,884,000 from $7,996,000 primarily due
to increased strategic planning activities.


    Non-cash compensation in 2000 of $43,440,000 includes $38,652,000 from
the grant of options at an exercise price below fair market value, and
$4,788,000 from the rescission of stock option exercises. In April 2000,
the Compensation and Option Committee of CoreComm Limited's Board of
Directors approved the issuance of options to purchase approximately 2.7
million shares of Limited's common stock to various employees at an
exercise price of $14.55, which was less than the fair market value of its
common stock on the date of the grant. In accordance with APB Opinion No.
25, "Accounting for Stock Issued to Employees," in April 2000, CoreComm
Limited recorded a non-cash compensation expense of approximately $29.0
million and a non-cash deferred expense of approximately $31.3 million.
From April 2000 to December 31, 2000, $9.7 million of the deferred non-cash
compensation was charged to expense. In November 2000, CoreComm Limited's
Board of Directors approved the rescission of previously exercised employee
stock options. CoreComm Limited issued notes to employees for the
repurchase of the 671,000 shares of common stock for an aggregate of
$6,803,000, which exceeded the fair market value of its common stock on the
date of repurchase. The notes earned interest at a rate of 4.5% and were
redeemed in December 2000. CoreComm Limited recorded non-cash compensation
of $4.7 million from these transactions.


    The non-cash compensation charge of $1,056,000 in 1999 was recorded in
accordance with APB Opinion No. 25, related to a change in employee stock
option agreements.


    Other charges of $12,706,000 in 2000 include a reserve of $8,700,000
for notes receivable from former officers of Voyager, and restructuring
costs of $4,006,000. The restructuring costs relate to CoreComm Limited's
announcements in March and December 2000 of reorganizations of CoreComm
Limited's operations. The charge consisted of employee severance and
related costs of $2,089,000 for approximately 250 employees to be
terminated and lease exit costs of $1,917,000. As of December 31, 2000,
$2,171,000 of these provisions had been used, including $775,000 for
employee severance and related costs and $1,396,000 for lease exit costs.
As of December 31, 2000, none of the employees to be terminated were still
employed by CoreComm Limited. The remaining provision for leases will be
used through 2003.

    The write-down of intangibles in 2000 of $35,920,000 is comprised of
$14,784,000 related to business combinations and $21,136,000 related to our
LMDS licenses. At December 31, 2000, CoreComm Limited wrote-off the
carrying amount of intangible assets from business combinations including
goodwill of $6,690,000, workforce of $577,000 and customer lists of
$7,517,000. These assets were primarily related to CoreComm Limited's
resale CLEC business, which was acquired in 1999. The underlying
operations, customer relationships and future revenue streams had
deteriorated significantly since the acquisition. These were indicators
that the carrying amount of these resale-related assets was not
recoverable. CoreComm Limited estimated that the fair value of these assets
was zero due to the lack of potential buyers, the overall deterioration of
the resale CLEC business environment and because of the negative cash flow
of these resale businesses for the foreseeable future. In connection with
the reevaluation of our business plan, CoreComm Limited reduced the
carrying amount of the LMDS licenses at December 31, 2000 by $21,136,000 to
reflect their estimated fair value. The estimated fair value was determined
based on an analysis of sales of other LMDS licenses.


    Depreciation expense increased to $30,746,000 from $10,945,000
primarily as a result of an increase in fixed assets.

    Amortization expense increased to $42,420,000 from $8,633,000 due to
the amortization of goodwill from the acquisitions in 2000.

    Interest income and other, net, increased to $6,223,000 from $5,773,000
primarily due to interest income on CoreComm Limited's cash, cash
equivalents and marketable securities.


    Interest expense increased to $20,457,000 from $5,341,000 primarily due
to interest on the 6% Convertible Subordinated Notes issued in October
1999, the senior secured credit facility beginning in September 2000, the
senior unsecured notes due 2003 issued in September 2000 and the senior
unsecured notes due 2010 issued in December 2000.


    The income tax provisions of $250,000 in 2000 and $731,000 in 1999 are
for state and local income tax.


Critical Accounting Policies

    The consolidated financial statements of CoreComm Limited and related
financial information are based on the application of generally accepted
accounting principles, referred to as GAAP. GAAP requires the use of
estimates, assumptions, judgments and subjective interpretations of
accounting principles that have an impact on the assets, liabilities,
revenue and expense amounts reported, as well as disclosures about
contingencies, risk and financial condition. The following critical
accounting policies have the potential to have a more significant impact on
CoreComm Limited's financial statements, either because of the significance
of the financial statement item to which they relate, or because they
require more judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, transactions which are continuous
in nature.

    o   CoreComm Limited, through its ownership of CoreComm Holdco,
        maintains an allowance for doubtful accounts receivable for
        estimated losses resulting from the potential inability of its
        customers to make payments. The allowance for doubtful accounts is
        estimated based on the current aging of receivables and prior
        collection experience. If the financial condition of our customers
        were to deteriorate resulting in an impairment in their ability to
        make payments, additions to the allowance may be required.

    o   CoreComm Limited's and CoreComm Holdco's determination of the
        treatment of contingent liabilities in the financial statements is
        based on a view of the expected outcome of the applicable
        contingency. Legal counsel is consulted on matters related to
        litigation. Experts both within and outside the company are
        consulted with respect to other matters that arise in the ordinary
        course of business. Examples of matters that are based on
        assumptions, judgments and estimates are the amount to be paid to
        terminate some agreements included in reorganization costs, the
        amounts to be paid to settle some toll and interconnection
        liabilities, the amount to be paid as a result of some sales and
        use tax audits and potential liabilities arising from other sales
        tax matters. A liability is accrued if the likelihood of an adverse
        outcome is probable of occurrence and the amount is estimable.

    o   CoreComm Limited and CoreComm Holdco review long-lived assets and
        goodwill for impairment as described in the Notes to Consolidated
        Financial Statements. In analyzing potential impairments,
        projections of future cash flows from the asset are used. The
        projections are based on assumptions, judgments and estimates of
        growth rates for the related business, anticipated future economic,
        regulatory and political conditions, the assignment of discount
        rates relative to risk and estimates of terminal values. Changes to
        these variables in the future may necessitate impairment charges to
        reduce the carrying value to fair value.

    o   Fixed assets and intangible assets are assigned useful lives which
        impacts the annual depreciation and amortization expense. The
        assignment of useful lives involves significant judgments and the
        use of estimates. Changes in technology or changes in intended use
        of these assets may cause the estimated useful life to change.

    o   In 2001, reorganization charges were recorded as a result of
        additional actions to reorganize, re-size and reduce operating
        costs and create greater efficiency in various areas. These
        charges, for both severance and exit costs, required the use of
        estimates. Actual results could differ from those estimated for
        reorganization.


Recent Accounting Pronouncements

    In August 2001, the Financial Accounting Standards Board, referred to
as FASB, issued Statement of Financial Accounting Standards, referred to as
SFAS, No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," effective for CoreComm Limited on January 1, 2002. This Statement
supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" and other related
accounting guidance. The adoption of this new standard had no significant
effect on the results of operations, financial condition or cash flows of
CoreComm Limited.

    In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," effective for CoreComm Limited on January 1, 2003.
This Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated
asset retirement costs. CoreComm Limited is in the process of evaluating
the financial statement impact of the adoption of SFAS No. 143.

    In June 2001, the FASB issued SFAS No. 141, "Business Combinations,"
and No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Use of the pooling-of-interests
method is no longer permitted. SFAS No. 141 also includes guidance on the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination that is completed after June 30, 2001.
SFAS No. 142 ends the amortization of goodwill and indefinite-lived
intangible assets. Instead, these assets must be reviewed annually, or more
frequently under some conditions, for impairment in accordance with this
statement. This impairment test uses a fair value approach rather than the
undiscounted cash flow approach previously required by SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." CoreComm Limited adopted SFAS No. 142 on January
1, 2002. The adoption of this new standard had no significant effect on the
results of operations, financial condition or cash flows of CoreComm
Limited.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The SEC's rule related to market risk disclosure requires that
CoreComm Limited describe and quantify its potential losses from market
risk sensitive instruments attributable to reasonably possible market
changes. Market risk sensitive instruments include all financial or
commodity instruments and other financial instruments, such as investments
and debt, that are sensitive to future changes in interest rates, currency
exchange rates, commodity prices or other market factors. CoreComm Limited
is not exposed to market risks from changes in foreign currency exchange
rates or commodity prices. CoreComm Limited does not hold derivative
financial instruments nor does CoreComm Limited hold securities for trading
or speculative purposes. Under CoreComm Limited's current policies, it does
not use interest rate derivative instruments to manage its exposure to
interest rate changes.


         The fair market value of long-term fixed interest rate debt is
subject to interest rate risk. Generally the fair market value of fixed
interest rate debt will increase as interest rates fall and decrease as
interest rates rise. In the following table, the fair value of CoreComm
Limited's 6% Convertible Subordinated Notes due 2006 and the Senior
Unsecured Notes due 2003 is based on the fair value of $0.9797 per share
for the shares issued by CoreComm Holdco in exchange for the notes. The
carrying amount of the variable rate senior secured credit facility
approximates the fair value.



<TABLE>
<CAPTION>

                         Interest Rate Sensitivity
                          As of December 31, 2001
                   Principal Amount by Expected Maturity
                           Average Interest Rate

                                             For the Years Ending December 31,                                     Fair Value
                            2002         2003         2004         2005         2006     Thereafter     Total       12/31/01
                        ------------- ----------- ------------- ------------ ----------- ------------ ----------- -------------

Long-term debt,
  including current
  Portion

<S>                     <C>            <C>        <C>           <C>          <C>         <C>            <C>            <C>
Fixed rate              $        -     $105,679   $        -    $       -    $ 164,750   $       -      $270,429       $6,088
Average interest rate                     6.47%                                   6.00%
</TABLE>


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Financial Statements are included herein commencing on page F-1.

The following is a summary of the unaudited quarterly results of operations
for the years ended December 31, 2001 and 2000.

<TABLE>
<CAPTION>

                                                                 2001
                                                          Three Months Ended
                                                          ------------------
                                     March 31         June 30       September 30       December 31
                                     --------         -------       ------------       -----------
                                                (in thousands, except per share data)


<S>                                    <C>              <C>            <C>               <C>
Revenues                               $72,937          $73,243        $74,307           $72,720
Operating (loss)                      (240,584)         (80,712)       (41,460)         (249,877)
(Loss) before extraordinary
   item                               (249,661)         (92,096)       (54,161)         (263,170)
Gain on extinguishment
   of debt                                   -                -          2,216            37,282
Net (loss)                            (249,661)         (92,096)       (51,945)         (225,888)
Net (loss) per common
  Share - basic and diluted:
(Loss) before extraordinary
   item                                  (3.58)           (1.04)         (0.59)            (1.92)
Gain on extinguishment
   of debt                                   -                -            .02              0.27
Net (loss)                               (3.58)           (1.04)         (0.57)            (1.65)
</TABLE>



<TABLE>
<CAPTION>

                                                                2000
                                                         Three Months Ended
                                                         ------------------
                                     March 31       June 30       September 30       December 31
                                     --------       -------       ------------       -----------
                                                (in thousands, except per share data)


<S>                                     <C>           <C>            <C>               <C>
Revenues                                $18,959       $19,397        $18,263           $75,503
Operating loss                          (38,026)      (81,079)       (47,826)         (132,396)
Net (loss)                              (39,871)      (83,190)       (50,149)         (140,601)
Net (loss) per common
  Share - basic and diluted               (1.02)        (2.08)         (1.24)            (2.08)
----------------------------------
</TABLE>


(1) We reduced the carrying value of fixed assets, goodwill and other
    intangibles by $368.3 million, of which $200.7 million was recorded in
    the fourth quarter of 2001 and $167.6 million was recorded in the first
    quarter of 2001. We recorded non-cash compensation expense of $21.6
    million, of which $11.9 million was recorded in the fourth quarter of
    2001 and $3.2 million was recorded in each of the first three quarters
    of 2001. We recorded reorganization and other charges of $39.5 million,
    of which $0.1 million was recorded in the first quarter of 2001, $33.4
    million was recorded in the second quarter of 2001, $3.9 million was
    recorded in the third quarter of 2001 and $2.1 million was recorded in
    the fourth quarter of 2001. We also recorded extraordinary gains on the
    extinguishment of debt of $39.5 million, of which $37.3 million was
    recorded in the fourth quarter of 2001 and $2.2 million was recorded in
    the third quarter of 2001.

(2) In September 2000, we acquired ATX and Voyager. We consolidated the
    results of operations of ATX and Voyager from the date of acquisition.
    In addition, we borrowed $91.1 million under the senior secured credit
    facility and issued $108.7 million aggregate principal amount of Senior
    Unsecured Notes due 2003 in September 2000 and issued $16.1 million
    aggregate principal amount of 10.75% Senior Unsecured Convertible PIK
    Notes due 2010 in December 2000.

    Also, in the fourth quarter of 2000, we reduced the carrying amount of
    goodwill and other intangibles by $35.9 million, we recorded non-cash
    compensation expense of $4.8 million from the rescission of option
    exercises and we recorded reorganization and other charges of $12.7
    million.

    We recorded non-cash compensation expense from the grant of options at
    an exercise price below fair market value as follows: $32.2 million in
    the second quarter of 2000, $3.2 million in the third quarter of 2000
    and $3.2 million in the fourth quarter of 2000.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.


                                  PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    The following table provides information about our directors and
executive officers:
<TABLE>
<CAPTION>


           Name                              Age                               Title
           ----                             ----                               -----
<S>                                          <C>
           Barclay Knapp............         45     Chairman of the Board
           Thomas J. Gravina........         40     President and Chief Executive Officer
           Michael A. Peterson......         32     Executive Vice President-- Chief Operating
                                                    Officer, Chief Financial Officer
           Gregg N. Gorelick........         43     Senior Vice President-- Controller and Treasurer
           George S. Blumenthal.....         58     Chairman Emeritus and Director
           Alan J. Patricof.........         67     Director
           Warren Potash............         70     Director
</TABLE>



    Our charter provides for a classified board of directors consisting of
three classes as nearly equal in number as possible with the directors in
each class serving staggered three year terms. The term of the initial
Class I Directors which are comprised of Alan J. Patricof and Warren Potash
shall terminate on the date of the 2004 annual meeting of stockholders;
there currently are no Class II Directors and the term of the initial Class
III Directors which are comprised of Barclay Knapp and George S. Blumenthal
shall terminate on the date of the 2003 annual meeting of stockholders. At
each annual meeting of stockholders, successors to the class of directors
whose term expires at that annual meeting shall be elected for a three-year
term. The following is a brief description of the present and past business
experience of each of the persons who serve as our directors and executive
officers.

    Barclay Knapp is currently the Chairman of CoreComm Limited and
CoreComm Holdco and was the President, Chief Executive Officer, Chief
Financial Officer and director of CoreComm Limited and CoreComm Holdco from
March 1998 until January 2002. Mr. Knapp was appointed President of
Cellular Communications of Puerto Rico, Inc. in March 1994 and Chief
Executive Officer in March 1998, and remained in those positions until the
1999 sale of Cellular Communications of Puerto Rico. Mr. Knapp was a
director of Cellular Communications of Puerto Rico from February 1992 and
was Chief Financial Officer from that date to 1997. Mr. Knapp was Executive
Vice President, Chief Operating Officer and a director of Cellular
Communications International, Inc. from July 1991 until June 1998. Mr.
Knapp was also Executive Vice President, Chief Operating Officer, Chief
Financial Officer and a director of Cellular Communications, Inc. from its
founding in 1981 until its sale in 1996. He is currently President, Chief
Executive Officer and a director of NTL Incorporated. Mr. Knapp is also a
director of Bredbandsbolaget, a Swedish company in which NTL holds a 25%
interest.

    Thomas J. Gravina is currently the President and Chief Executive
Officer and a director of CoreComm Holdco and the President and Chief
Executive Officer of CoreComm Limited. Mr. Gravina was the Executive Vice
President and Chief Operating Officer of CoreComm Limited and CoreComm
Holdco, until January 2002. Mr. Gravina has been employed by each of
CoreComm Limited and CoreComm Holdco since the acquisition of ATX
Telecommunications Services, Inc. in September 2000. Prior to the
acquisition, Mr. Gravina served as Co-Chief Executive Officer and a partner
of ATX, a position he had held since 1987.

    Michael A. Peterson is currently Executive Vice President -- Chief
Operating Officer, Chief Financial Officer and a director of CoreComm
Holdco and the Executive Vice President -- Chief Operating Officer and
Chief Financial Officer of CoreComm Limited, and had served as Vice
President -- Corporate Development of CoreComm Limited and CoreComm Holdco
since June 2000 and, until that time, had served as Director -- Corporate
Development of CoreComm Limited and CoreComm Holdco since our inception. He
has worked for us and our related historical affiliates since 1996. He was
also Director -- Corporate Development at NTL from 1996 to 2002. Prior to
joining NTL, he was in the investment banking division at Donaldson, Lufkin
& Jenrette, specializing in the communications industry.

    Gregg N. Gorelick is currently Senior Vice President -- Controller and
Treasurer of CoreComm Limited and CoreComm Holdco and has served as Vice
President -- Controller and Treasurer since March 1998. Mr. Gorelick was
Cellular Communications of Puerto Rico's Vice President and Controller from
February 1992 until its sale in 1999, held that position at Cellular
Communications International from July 1991 until its sale in 1999 and has
held that position at NTL since its formation. From 1981 to 1986 he was
employed by Ernst & Whinney (now known as Ernst & Young LLP). Mr. Gorelick
is a certified public accountant and was Vice President and Controller of
Cellular Communications from 1986 until its sale in 1996.

    George S. Blumenthal has been Chairman Emeritus of CoreComm Limited and
CoreComm Holdco since January 2002, a director of CoreComm Limited and
CoreComm Holdco since March 1998 and was the Chairman of CoreComm Limited
and CoreComm Holdco from March 1998 until January 2002. Mr. Blumenthal was
Chairman, Treasurer and a director of Cellular Communications of Puerto
Rico from February 1992 until its sale in 1999 and was its Chief Executive
Officer from March 1994 until March 1998. In addition, Mr. Blumenthal is
Chairman, Treasurer and a director of NTL. Mr. Blumenthal is also a
director of Sotheby's Holdings, Inc.

    Alan J. Patricof has been a director of CoreComm Limited and CoreComm
Holdco since March 1998. Mr. Patricof is Chairman of APAX Partners,
formerly known as Patricof & Co. Ventures, Inc., a venture capital firm he
founded in 1969. Mr. Patricof serves as a director of NTL and Boston
Properties, Inc., which are publicly held, and Johnny Rockets Group, Inc.,
which is a privately held company.

    Warren Potash has been a director of CoreComm Limited and CoreComm
Holdco since March 1998. Mr. Potash retired in 1991 as President and Chief
Executive Officer of the Radio Advertising Bureau, a trade association, a
position he held since 1989. Prior to that time, and beginning in 1986, he
was President of New Age Communications, Inc., a communications consultancy
firm. Until his retirement in 1986, Mr. Potash was a Vice President of
Capital Cities/ABC Broadcasting, Inc., a position he held since 1970. Mr.
Potash is also a director of NTL.



Item 11.  EXECUTIVE COMPENSATION.


    The following table discloses compensation received by our Chief
Executive Officer and our four other most highly paid executive officers
for the year ended December 31, 2001.


<TABLE>
<CAPTION>

                                                 Summary Compensation Table*


                                                                                         Long-Term
                                                                                       Compensation
                                                                                          Awards
                                                 Annual Compensation                      Common
                                                                     Other Annual          Stock           All Other
Name and Principal                                                   Compensation       Underlying       Compensation
Position in 2001                 Year     Salary($)      Bonus($)         ($)          Options(#)(1)          ($)
------------------              -----    ----------     ---------   -------------     --------------    ---------
<S>                              <C>      <C>           <C>         <C>               <C>                <C>
Barclay Knapp                    2001     104,870              --           --                --              --
  President and Chief            2000     121,917              --           --                --              --
  Executive and                  1999      51,667              --           --                --              --
  Financial Officer
George S. Blumenthal             2001     104,870              --           --                --              --
  Chairman                       2000     121,917              --           --                --              --
                                 1999      51,667              --           --                --              --
Richard J. Lubasch(2)            2001      88,390         100,000           --           100,000              --
  Senior Vice                                                                                                 --
     President--                 2000     102,758              --           --            75,000              --
  General Counsel and            1999      39,583              --           --            30,000              --
  Secretary
Thomas J. Gravina(3)             2001     248,077       1,300,000       12,185(4)             --              --
  Executive Vice President
  and Chief Operating
  Officer
Michael A. Peterson(5)           2001       2,400         750,000           --           225,000              --
  Vice President--               2000       2,400              --           --           100,000              --
  Corporate Development
Patty J. Flynt(6)                2001      58,700          50,615           --                --              --
  Senior Vice President and      2000     223,149         117,742       38,161(7)        150,000              --
  Chief Operating Officer        1999     206,250         100,435           --           450,001              --


----------
</TABLE>


 *  The amounts in the table above represent the amounts directly paid by
    CoreComm Limited and by CoreComm Holdco to the named executives. In
    addition, CoreComm Limited share resources with NTL related to
    corporate activity, including a corporate office and corporate
    employees. In conjunction with this arrangement, some employees of NTL
    provided management, financial, legal and technical services to
    CoreComm Limited and CoreComm Holdco. Under this arrangement, NTL
    charges CoreComm Holdco the salaries of these employees and other
    expenses of the shared resources, such as an office expense. In 2001,
    2000 and 1999, NTL charged CoreComm Limited $325,000, $919,000 and
    $2,268,000, respectively, net of CoreComm Limited's charges to NTL.
    These charges are not included in the above table. It is not
    practicable to determine the amounts of these expenses that would have
    been incurred had CoreComm Limited operated without these services.
    However, in the opinion of CoreComm Limited's management, the allocated
    method is reasonable. The named executives, except for Mr. Gravina,
    received salaries from NTL and spent portions of their time providing
    executive management to CoreComm Holdco. See the section of the
    prospectus entitled "Certain Relationships and Related Transactions."

(1) Amounts in this column are CoreComm Limited stock option grants. In
    December 2001, the CoreComm Limited board of directors, in connection
    with the Holdco recapitalization, accelerated all outstanding options
    to acquire shares of CoreComm Limited common stock so that all are
    presently fully vested and exercisable. As is permitted under CoreComm
    Limited's option plans, on or around April 11, 2002 CoreComm Limited
    sent notices to the holders of its options stating CoreComm Limited's
    intention to consummate the merger and informing these holders that
    their options will terminate upon the consummation of the merger.
    Between now and the time of the merger, if holders of CoreComm Limited
    options exercise their options, they would, at the time of the merger,
    have the same rights as other holders of CoreComm Limited common stock
    to have their shares of CoreComm Limited converted to shares of our
    common stock at that exchange ratio.

(2) Effective February 4, 2002, Mr. Lubasch resigned from office as
    CoreComm Limited's Senior Vice President-- General Counsel and
    Secretary.

(3) Thomas J. Gravina became Executive Vice President and Chief Operating
    Officer effective February 1, 2001, following the resignation of Patty
    J. Flynt as Senior Vice President and Chief Operating Officer. In
    January 2002, he became President and Chief Executive Officer.

(4) Other annual compensation represents a car allowance.

(5) In January 2002, Mr. Peterson became Executive Vice President-- Chief
    Operating Officer and Chief Financial Officer.

(6) Effective February 1, 2001, Ms. Flynt resigned from office as Senior
    Vice President and Chief Operating Officer.

(7) Other annual compensation includes reimbursement for relocation
    expenses and moving expenses.

Employment Arrangements

    CoreComm Holdco's executive compensation program is designed to be
closely linked to corporate performance. To this end, we have developed an
overall compensation strategy that links compensation directly to the
achievement of operational goals, and also ties a portion of an executive's
aggregate compensation to the appreciation in stock price. The overall
objective of this strategy is to attract and retain the best possible
executive talent and to motivate these executives to achieve the goals
inherent in CoreComm Holdco's business strategy, thereby seeking to enhance
our profitability and value.

    In furtherance of CoreComm Holdco's incentive-oriented compensation
goals, historically cash compensation such as annual base salary and bonus
has generally been set below levels paid by comparable sized
telecommunications companies and was supplemented by equity-based option
grants. However, in part due to the significant downturn in the financial
markets, the elimination of value associated with stock options generally,
as well as the uncertainty and changes relating to our business in this
environment, the compensation committee determined to increase the level of
cash compensation paid to several of its senior executives in order to
retain them. In assessing these compensation levels, the compensation
committee, which is composed of independent directors, recognizes the fact
that some executives have participated in the development of our business
from its earliest stages, have preserved significant value in an extremely
challenging environment, and are very important to retain for the future
success of our business.

    In January 2002, our board of directors promoted Thomas J. Gravina from
our Executive Vice President and Chief Operating Officer to our President
and Chief Executive Officer. At the same time, our board of directors
promoted Michael A. Peterson from our Vice President -- Corporate
Development to our Executive Vice President -- Chief Operating Officer and
Chief Financial Officer. The following represent the principal terms of
employment arrangements for Messrs. Gravina and Peterson that were agreed
in principal between the compensation committee of the board of directors,
which is comprised solely of independent directors, and the named executive
in January 2002. The employment arrangements are subject to formalization
in fully executed employment contracts. These principal terms are currently
in effect, although these contracts may contain different or additional
material terms when finalized and executed.





Thomas J. Gravina:

Term:                                    Three years, plus automatic one
                                         year renewals unless six months
                                         notice of non-renewal by executive
                                         or by us

Title:                                   President and Chief Executive Officer

Base salary:                             $900,000

Bonuses:                                 Quarterly bonus targets of
                                         $300,000 for 2002; quarterly bonus
                                         targets of $225,000 for each
                                         calendar year after 2002, in each
                                         case based on meeting EBITDA and
                                         free cash flow targets, whereby
                                         none of these quarterly bonuses
                                         would be paid if these targets are
                                         not met; bonus of $700,000 payable
                                         in connection with completion of
                                         the Holdco recapitalization
                                         process; and additional bonuses
                                         commensurate with position,
                                         performance and awards to other
                                         senior executives

Options:                                 Initial grant of options to
                                         purchase 967,500 shares of our
                                         common stock at an exercise price
                                         of $1.00 per share(1)

Benefits:                                Appropriate for executive's
                                         position, including 401(k),
                                         savings, pension, profit sharing,
                                         life insurance, disability and
                                         medical insurance; term life
                                         insurance providing $3,000,000
                                         death benefit; and long-term
                                         disability insurance providing a
                                         benefit of at least $300,000 per
                                         year

Termination without cause:               Up to two years bonus and salary
                                         payable upon termination, plus two
                                         years option acceleration

Non-competition:                         Customary non-compete and
                                         non-solicitation provisions


Michael A. Peterson:

Term:                                    Three years, plus automatic one
                                         year renewals unless six months
                                         notice of non-renewal by executive
                                         or by us

Title:                                   Executive Vice President-- Chief
                                         Operating Officer and Chief
                                         Financial Officer

Base salary:                             $500,000

Bonuses:                                 Quarterly bonus targets of
                                         $150,000 for 2002; quarterly bonus
                                         targets of $112,500 for each
                                         calendar year after 2002, in each
                                         case based on meeting EBITDA and
                                         free cash flow targets, whereby
                                         none of these quarterly bonuses
                                         would be paid if these targets are
                                         not met; bonus of $350,000 payable
                                         in connection with completion of
                                         the Holdco recapitalization
                                         process; additional bonuses
                                         commensurate with position,
                                         performance and awards to other
                                         senior executives

Options:                                 Initial grant of options to
                                         purchase 1,485,000 shares of our
                                         common stock at an exercise price
                                         of $1.00 per share(1)

Benefits:                                Appropriate for executive's
                                         position, including 401(k),
                                         savings, pension, profit sharing,
                                         life insurance, disability and
                                         medical insurance; term life
                                         insurance providing $3,000,000
                                         death benefit; and long-term
                                         disability insurance providing a
                                         benefit of at least $300,000 per
                                         year

Termination without cause:               Up to two years bonus and salary
                                         payable upon termination, plus two
                                         years option acceleration

Non-competition:                         Customary non-compete and
                                         non-solicitation provisions

------------

(1) These options were granted to the named executive in January 2002.



Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED SECURITY HOLDERS.


The following table provides, as of June 25, 2002, information regarding
the beneficial ownership of our common stock by (a) each of our executive
officers and directors, (b) all those directors and executive officers as a
group and (c) each person known by us to be the beneficial owner of more
than 5% of any class of our voting securities as calculated in accordance
with Rule 13d-3 of the Exchange Act.



<TABLE>
<CAPTION>


                                                    Shares of Common                      Aggregate
                                                   Stock Beneficially                     Principal
                                                        Owned(2)                       Amount of Public
  Executive Officers, Directors and Principal                                             Notes Held
                Stockholders (1)                                        Percentage                         Percentage
<S>                                                         <C>                <C>        <C>              <C>
Barclay Knapp                                               3,158,090          2.22%                   -             0%
Thomas J. Gravina(3)                                        6,141,000          4.37%                   -             0%
Michael A. Peterson                                           254,922          0.18%                   -             0%
Gregg N. Gorelick                                             395,052          0.28%                   -             0%
George S. Blumenthal(4)                                     2,450,082          1.73%                   -             0%
Alan J. Patricof                                              170,435          0.12%                   -             0%
Warren Potash                                                 255,290          0.18%                   -             0%
All directors and officers as a group (8 in
number)                                                                        9.08%                   -             0%
                                                           12,824,871
CoreComm Holdco, Inc.(5)                                  304,223,534         68.23%        $160,000,000         97.12%
Michael Karp                                                        -             0%                   -              0%
    University City Housing Company
    1062 East Lancaster Avenue
    Suite 30B
    Rosemont, PA 19010
</TABLE>

----------
(1) Unless otherwise noted, the business address of each person is 110 East
59th Street, New York, New York 10022.

(2) Includes shares of CoreComm Limited common stock purchased upon the
    exercise of options which are exercisable or become so in the next 60
    days, warrants and shares of CoreComm Limited common stock purchased
    upon the conversion of the public notes, 10.75% Senior Unsecured
    Convertible PIK Notes, 10.75% Unsecured Convertible PIK Notes, Series A
    and A-1 Preferred Stock and Series B Preferred Stock.

(3) Based solely upon Schedule 13-D (Amendment No. 3), filed with the SEC
    on January 8, 2002, by Thomas J. Gravina. Includes 96,000 shares of
    CoreComm Limited common stock held by Mr. Gravina's minor children, as
    to which shares Mr. Gravina disclaims beneficial ownership.

(4) Includes 4,455 shares of CoreComm Limited common stock owned by trusts
    for the benefit of Mr. Blumenthal's children. An additional 6,750
    shares of CoreComm Limited common stock are owned by Mr. Blumenthal's
    wife, as to which shares Mr. Blumenthal disclaims beneficial ownership.
    In addition, 336,201 options are held by Grantor Retained Annuity
    Trusts.

(5) Includes $160,000,000 in public notes, convertible into 213,333,334
    shares of CoreComm Limited common stock; 51,086 shares of Series A and
    A-1 Preferred Stock, convertible into 43,663,342 shares of CoreComm
    Limited common stock; and 250,000 shares of Series B Preferred Stock,
    convertible into 47,226,858 shares of CoreComm Limited common stock.

    The following is a summary of all transactions in outstanding
securities of CoreComm Limited consummated during the past 60 days by
CoreComm Holdco, any of CoreComm Holdco's directors or executive officers,
any person that controls CoreComm Holdco, any associate or majority owned
subsidiaries of CoreComm Limited or CoreComm Holdco, and between CoreComm
Limited and any executive officer or director of any subsidiary of CoreComm
Limited or CoreComm Holdco:



<TABLE>
<CAPTION>

                                                       Common Stock

Name of Person                                            Number of                             Where & How
Involved                                    Date           Shares      Price Per Share     Transaction Effected
<S>                                        <C>            <C>          <C>            <C>
Thomas J. Gravina
CoreComm Limited                             12/26/2001    500,000       $ 0.1600     Sale/Brokerage Transaction
                                             12/26/2001    516,415       $ 0.1600     Sale/Brokerage Transaction
                                             12/26/2001    900,000       $ 0.1600     Sale/Brokerage Transaction
Michael A. Peterson
CoreComm Limited                             01/25/2002     76,332       $ 0.1100     Sale/Brokerage Transaction
</TABLE>


<TABLE>
<CAPTION>

                                                 Public Notes
                                                                       Price Per $1,000
                                                                         in Aggregate
Name of Person                                     Aggregate Principal     Principal                Where & How
Involved                             Date                Amount             Amount             Transaction Effected

<S>                                    <C>           <C>                 <C>                  <C>
George S. Blumenthal                   12/17/2001     $  7,250,000         $  38.92(1)       Exchanged in the first
                                                                                             phase of Holdco
                                                                                             recapitalization
Barclay Knapp                          12/17/2001     $    300,000         $  38.92(1)       Exchanged in the first
                                                                                             phase of the Holdco
                                                                                             recapitalization
Warren Potash                          12/17/2001     $    250,000         $  38.92(1)       Exchanged in the first
                                                                                             phase of the Holdco
                                                                                             recapitalization
</TABLE>

----------

(1) $39.10 represents $30.00 in cash and 9.1047 shares of our common stock
    based upon an estimated fair market value of $0.98 per share.



Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



    CoreComm Limited has entered into several transactions with related
parties as described below. Each of these transactions is as favorable to
CoreComm Limited as could be obtained with an unrelated third party.

NTL Incorporated

    NTL Incorporated is a related party to CoreComm Holdco because the two
entities have several overlapping directors and officers. Barclay Knapp,
currently our Chairman, is also the President, Chief Executive Officer and
a director of NTL and a director of Bredbandsbolaget, a Swedish company in
which NTL holds a 25% interest. Gregg N. Gorelick, currently CoreComm
Holdco Senior Vice President -- Controller and Treasurer, is also a Vice
President and Controller at NTL. George S. Blumenthal, currently our
Chairman Emeritus, is also Chairman, Treasurer and a director of NTL. Each
of Alan J. Patricof and Warren Potash serves as a director of both CoreComm
Holdco and NTL.

    CoreComm Holdco shares resources with NTL related specifically to
corporate activity, including corporate employees and a corporate office.
In conjunction with these arrangements, NTL provides CoreComm Holdco with
management, financial, legal and administrative support services through
the use of employees, as well as access to office space and equipment and
use of supplies and related office services. Approximately 7 NTL employees
provided services to CoreComm Limited and to CoreComm Holdco in 2001. The
salaries of these employees are charged to CoreComm Holdco by NTL based on
the allocations of their time spent providing services to it. Amounts
charged to us by NTL consist of direct costs allocated to CoreComm Holdco
where identifiable and a percentage of the portion of NTL's corporate
overhead which cannot be specifically allocated to NTL. Effective January
1, 2001, the percentage used to allocate corporate overhead was reduced.
NTL's charges to CoreComm Limited commenced in October 1998. It is not
practicable to determine the amounts of these expenses that would have been
incurred had CoreComm Limited operated as an unaffiliated entity. In the
opinion of management, this allocation method is reasonable. For the years
ended December 31, 2001, 2000 and 1999, NTL charged CoreComm Limited
$446,000, $1,186,000 and $2,330,000, respectively, which is included in
corporate expenses. In 2001 and 2002, we have reduced CoreComm Holdco's
reliance on NTL for these services and have developed its internal ability
to meet its business needs.

    As part of these arrangements, at a separate office location, CoreComm
Holdco provided NTL with access to office space and equipment and the use
of supplies until August 2001, at which time this office was vacated. In
the fourth quarter of 1999, CoreComm Limited began charging NTL a
percentage of its office rent and supplies expense. It is not practicable
to determine the amounts of these expenses that would have been incurred
had we operated as an unaffiliated entity. In the opinion of management,
this allocation method is reasonable. For the years ended December 31,
2001, 2000 and 1999, CoreComm Limited charged NTL $67,000, $121,000,
$267,000 and $62,000 respectively, which reduced corporate expenses.

    On April 12, 2001, we and CoreComm Limited issued, as joint and several
obligors, a 10.75% Unsecured Convertible PIK Note due 2011 to NTL in the
principal amount of $15,000,000 for the purchase price of $15,000,000, which
was paid in cash. At that time, in order to induce NTL to purchase the 10.75%
Unsecured Convertible PIK Note due April 2011, CoreComm Limited entered into
a network and software agreement with NTL and CoreComm Limited issued to NTL
warrants, with an estimated value of $397,000 at that time, to purchase
CoreComm Limited common stock. Under the network and software agreement with
NTL, CoreComm Holdco is obligated to provide U.S. network access for U.K.
Internet traffic from NTL's U.K. customers for three years, as well as a
royalty-free license to use some of CoreComm Holdco software and know-how. On
February 5, 2002, CoreComm Holdco and CoreComm Limited entered into letter
agreements regarding the convertibility feature of this note and of the
additional notes issued under this note. Through those letter agreements,
consistent with the original terms of the notes, CoreComm Holdco and CoreComm
Limited have agreed to exercise our rights under the notes so that, following
our accepting CoreComm Limited common stock under the exchange offer for
CoreComm Limited common stock, the convertibility feature of the notes will
be altered so that rather than the notes being convertible into shares of
CoreComm Limited common stock, they will become convertible into shares of
CoreComm Holdco common stock. At that time, the conversion price of $1.00
will be equitably adjusted by applying the exchange ratio in the exchange
offer for CoreComm Limited common stock, which results in a new conversion
price of $38.90 per share of CoreComm Holdco common stock. In the event that
CoreComm Holdco does not accept CoreComm Limited common stock under the
exchange offer, the conversion feature would remain into CoreComm Limited
common stock.

    A subsidiary of CoreComm Holdco provides billing and software
development services to subsidiaries of NTL. These services relate to the
development and maintenance of software that was originally developed by
employees of CoreComm Holdco. These services are provided to NTL through
approximately 15 of CoreComm Holdco employees. General and administrative
expenses were reduced by $1,883,000, $1,400,000, and $800,000 for the years
ended December 31, 2001, 2000 and 1999, respectively, as a result of the
charges for these services. In October 2000, CoreComm Limited billed NTL
$6,674,000 for billing and software development services to be rendered
from January to September 2001.

    In 2001, CoreComm Holdco and NTL entered into a license agreement
whereby NTL was granted an exclusive, irrevocable, perpetual license to
billing software developed by CoreComm Holdco for telephony rating, digital
television events rating, fraud management and other tasks. The sales price
was cash of $12.8 million, which was received in 2001. The billing software
was being used by NTL at the time of this agreement, and was being
maintained and modified by CoreComm Holdco under an ongoing software
maintenance and development outsourcing arrangement between the companies.
CoreComm Holdco recorded the $12.8 million as deferred revenue to be
recognized over a period of three years, which was the estimated amount of
time CoreComm Holdco expected to provide service under this arrangement.
CoreComm Holdco recognized $2.5 million during the year ended December 31,
2001.

    In March 2000, CoreComm Holdco and NTL announced that they had entered
into an agreement to link their networks in order to create an
international Internet backbone that commenced operations in February 2001.
CoreComm Holdco recognized revenue of $327,000 for the network usage in the
year ended December 31, 2001.

    On May 8, 2002 NTL filed for bankruptcy protection pending its
reorganization under Chapter 11 of the United States Bankruptcy Code.
CoreComm Holdco does not believe that this will materially affect its
relationship with NTL or its ability to carry on its operations.

Properties and Facilities of the Business Formerly Operated by ATX

    The former ATX headquarters and executive offices and primary technical
operations facility are leased from entities controlled by Michael Karp,
the former Chief Executive Officer and principal stockholder of ATX and
CoreComm Holdco largest stockholder who, together with The Florence Karp
Trust, currently owns 34.0% of CoreComm Holdco common stock. For the year
ended December 31, 2001, we paid approximately $1.6 million in rent for
these facilities. The lease for the former primary technical operations
facility currently expires in December 2002. In connection with our
acquisition of ATX, these leases were modified to reflect provisions found
in arm's length negotiations for these arrangements, including:

    o   the landlord is required to give consent to a reasonable sublease,
        and is entitled to all profits from that sublease;

    o   a standard recapture right;

    o   a standard non-disturbance clause;

    o   CoreComm Holdco is no longer obligated to share facilities,
        employees and/or supplies with the landlord;

    o   provisions regarding the purchase of telecommunications services by
        landlord or other tenants from ATX have been eliminated; and

    o   arrangements granting the landlord a percentage of ATX's revenues
        have been eliminated.

ATX Liability Insurance Plans

    ATX's liability insurance plans were held jointly with University City
Housing, an entity owned by Michael Karp. In connection with our
acquisition of ATX, each of ATX's liability insurance plans were amended so
that University City Housing is not entitled to participate in these plans.

Intercompany Exchange Agreement

    On December 14, 2001, CoreComm Holdco and CoreComm Limited, as part of
the Holdco recapitalization, entered into an agreement whereby CoreComm
Limited agreed that from time to time, upon CoreComm Holdco's written
request, it would deliver to CoreComm Holdco shares of its common stock
held by CoreComm Limited. The purpose of this agreement was to maintain
CoreComm Limited's stockholders' percentage interest in CoreComm Holdco, as
agreed to in the exchange agreement among CoreComm Holdco, CoreComm Limited
and holders of CoreComm Limited's debt and preferred stock, at
approximately 13%, assuming the exercise of warrants. Following the
consummation of the first phase of the Holdco recapitalization, CoreComm
Limited owned, and continues to own, 3,943,248 shares of CoreComm Holdco
common stock. By tendering their shares of CoreComm Limited common stock in
the exchange offers, CoreComm Limited stockholders will become the direct
owner of shares of CoreComm Holdco common stock rather than hold shares
indirectly through CoreComm Limited. CoreComm Holdco and CoreComm Limited
plan to have CoreComm Limited surrender, immediately following the merger,
all shares of our common stock that it owns, other than the number of
shares of its common stock deliverable upon conversion of public notes
neither tendered in the exchange offer for public notes nor converted prior
to the completion of the merger, so that holders of CoreComm Limited common
stock that tender their shares will continue to own approximately the same
equity interest in CoreComm Holdco as they currently hold in CoreComm
Limited. This intercompany exchange agreement relates to all 3,943,248
shares of CoreComm Holdco common stock that CoreComm Limited currently
owns.

    Under the terms of this intercompany exchange agreement, CoreComm
Holdco agreed, upon the surrender of shares of CoreComm Holdco common stock
by CoreComm Limited under the intercompany exchange agreement, to

        (1) waive CoreComm Holdco rights to interest payments under
    CoreComm Limited debt securities that CoreComm Holdco holds;

        (2) extend by twenty years the maturity dates of CoreComm Limited
    debt securities that CoreComm Holdco holds;

        (3) delete provisions contained in the Senior Unsecured Notes due
    September 29, 2003 of CoreComm Limited relating to scheduled
    prepayments, mandatory prepayments and liens;

        (4) delete provisions in the Note Purchase Agreement, dated as of
    September 29, 2000, related to the Senior Unsecured Notes due September
    29, 2003 of CoreComm Limited relating to accounting, financial
    statements, inspection rights, insurance, payment of taxes, compliance
    with laws, corporate existence, indebtedness incurred, refinancing,
    liens, liquidation and dissolution, covenants restricting payment,
    transactions with affiliates, fees and events of default; and

        (5) waive CoreComm Holdcos rights with respect to shares of
    preferred stock of CoreComm Limited which it holds relating to receipt
    of dividends, mandatory redemption rights, conversion rights and
    governing rights.

    These waivers, amendments and deletions are subject to equitable
adjustment, in CoreComm Holdco's discretion, in the event that any of the
recapitalization transactions are not consummated or are otherwise
compromised. The main purposes of these waivers, amendments and deletions
was to delay CoreComm Limited from having to make any payments with respect
to these securities and prevent it from having to issue any shares of its
common stock with respect to these securities. The effect of these waivers,
amendments and deletions is that beginning on the date on which CoreComm
Holdco acquires shares of its common stock surrendered by CoreComm Limited
under the intercompany exchange agreement, CoreComm Holdco will not be able
to require CoreComm Limited to make any payments under these securities for
over 20 years, to issue shares of its common stock with respect to these
securities or to comply with many of the restrictive covenants that
formerly applied to these securities.

    Since CoreComm Holdco has not yet acquired the shares of its common
stock that are held by CoreComm Limited, the waivers, amendments and
deletions discussed above are currently not in effect.

    This agreement was subsequently amended to waive (1) the interest
payment that was due to CoreComm Holdco on April 1, 2002 under the terms of
the Senior Unsecured Notes due September 29, 2003 until the date on which
Core Comm Holdco provides notice to Limited demanding that this interest
payment be made; (2) the interest payment that would be due to CoreComm
Holdco on October 1, 2002 under the terms of the Senior Unsecured Notes due
September 29, 2003 until April 1, 2003; and (3) all principal payments that
would be due to Holdco before April 1, 2003 under the terms of the Senior
Unsecured Notes due September 29, 2003 until April 1, 2003. Because
CoreComm Limited will be a wholly owned subsidiary of CoreComm Holdco
following the completion of the Holdco recapitalization, the foregoing
waivers will no longer be necessary and will be of no further effect. The
intercompany exchange agreement was also amended (1) to provide for the
cancellation, immediately upon the completion of the merger, of all shares
of Holdco common stock that Holdco receives in the exchange offer for
shares in CoreComm Limited common stock; and (2) to irrevocably waive
future acceleration of the public notes held by Holdco relating to CoreComm
Limited's failure to pay the April 1, 2002 interest payment on the public
notes.

Agreements in Connection with the Holdco Recapitalization

    Several related parties of ours were parties to the exchange agreement
that CoreComm Holdco and CoreComm Limited entered into on December 14,
2001. Under this exchange agreement, each of

        (1) Barclay Knapp, currently CoreComm Holdco Chairman;

        (2) Thomas J. Gravina, currently CoreComm Holdco President and
            Chief Executive Officer, one of CoreComm Holdcos directors and
            a current holder of over 10% of its common stock;

        (3) George S. Blumenthal, currently CoreComm Holdco Chairman
            Emeritus and one of its directors;

        (4) Booth American Company, a current holder of over 10% of CoreComm
            Holdco common stock and whose affiliate Ralph H. Booth, II, is
            currently one of CoreComm Holdco's directors;

        (5) Michael Karp, a current holder of over 10% of our common stock;
            and

        (6) Debra Buruchian, a current holder of over 10% of our common
            stock exchanged debt securities of CoreComm Limited, debt
            securities which were joint obligations of CoreComm Holdco and
            CoreComm Limited and/or CoreComm Limited preferred stock for
            shares of CoreComm Holdco common stock.

    In October 2001, we and CoreComm Limited entered into agreements with
George S. Blumenthal, CoreComm Holdco current Chairman Emeritus and a
director, Barclay Knapp, our current Chairman and Warren Potash, a current
director of CoreComm Holdco's, each of whom held public notes under which
CoreComm Limited paid to these related parties an amount equal to the
October 1, 2001 interest payment which had not previously been paid and
CoreComm Holdco exchanged shares of its common stock for the public notes
held by these related parties. The terms of these transactions were
substantially similar to the other transactions in the first phase of the
Holdco recapitalization in which other holders of public notes exchanged
their notes for our common stock.


Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

      (a)         (1)      Financial Statements--See list of Financial
                           Statements on page F-1.
                  (2)      Financial Statement Schedules--See list of
                           Financial Statement Schedules on page S-1.
                  (3)      Exhibits--See Exhibit Index on page E-1.

      (b)      Reports on Form 8-K:

During the quarter ended December 31, 2001, the Company filed the following
reports on Form 8-K:

                  (1)      Report dated October 2, 2001, reporting under
                           Item 5, Other Events, CoreComm issued a press
                           release announcing that it received oral
                           confirmation from the Nasdaq staff indicating
                           that the Company was no longer being considered
                           for delisting.
                  (2)      Report dated November 1, 2001, reporting under
                           Item 5, Other Events, CoreComm issued a press
                           release which announced that it has signed
                           binding agreements for transactions that would
                           allow the Company to retire approximately $146
                           million of its 6% Convertible Subordinated
                           Notes.
                  (3)      Report dated November 14, 2001, reporting under
                           Item 5, Other Events, CoreComm Limited announced
                           its operating results for the three months ended
                           September 30, 2001.
                  (4)      Report dated December 18, 2001, reporting under
                           Item 5, Other Events, CoreComm Limited issued a
                           press release announcing a recapitalization in
                           which it has signed binding agreements for
                           transactions that would allow the Company to
                           exchange a total of approximately $600 million
                           of its debt and preferred stock.

                  No financial statements were filed on Form 8-K.

      (c)         Exhibits-the response to Item 14(c) is submitted as a
                  separate section of this report.

      (d)         The CoreComm Holdco, Inc. and subsidiaries consolidated
                  financial statements and schedules are included in Item
                  14(d)--see list of Financial Statements and Financial
                  Statement Schedules on page S-1.

                  Financial Statement Schedules--see list of Financial
                  Statement Schedules on page F-1.




                                 SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the under signed thereunto duly authorized.

Dated: June 27, 2002

                                                  CORECOMM LIMITED

                                                  By: /s/ MICHAEL A. PETERSON
                                                  ---------------------------
                                                  Michael A. Peterson
                                                  Executive Vice President,
                                                  Chief Operating Officer and
                                                  Chief Financial Officer


         Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Registrant in the capacities and on the date indicated.

<TABLE>
<CAPTION>


          Signature                                                     Title                                 Date
          ---------                                                     -----                                 ----
<S>                                                 <C>                                                 <C>
/s/ BARCLAY KNAPP                                    Chairman; Director                                   June 27, 2002
-----------------
Barclay Knapp

/s/ THOMAS GRAVINA                                   President and Chief Executive Officer                June 27, 2002
------------------
Thomas Gravina                                       (Principal Executive Officer)

/s/ MICHAEL A. PETERSON                              Executive Vice President -Chief Operating            June 27, 2002
-----------------------
Michael A. Peterson                                  Officer and Chief Financial Officer (Principal
                                                     Financial Officer)

/s/ GREGG N. GORELICK                                Senior Vice President - Controller and               June 27, 2002
---------------------
Gregg N. Gorelick                                    Treasurer

/s/ WARREN POTASH                                    Director                                             June 27, 2002
-----------------
Warren Potash

</TABLE>





                               EXHIBIT INDEX
                               -------------

EXHIBITS                       DESCRIPTION
--------                       -----------

2.1      Exchange Agreement, dated as of December 14, 2001, by and among
         CoreComm Holdco, Inc., CoreComm Limited and each of the parties
         set forth under the heading "Security Holders" on the signature
         pages thereto (incorporated by reference to Exhibit 2.1 to
         CoreComm Holdco, Inc.'s registration statement on Form S-1, file
         no. 333-82402)

2.2      Agreement and Plan of Merger by and among CoreComm Limited, CoreComm
         Group Sub I, Inc., and Voyager.net, Inc., dated as of March 12, 2000
         (incorporated by reference to Exhibit 2.1 to CoreComm Limited's
         registration statement on Form S-4, file no. 333-44028)

2.3      Amendment No. 1 to Agreement and Plan of Merger by and among
         CoreComm Limited, CoreComm Group Sub I, Inc. and Voyager.net, Inc.,
         dated as of August 10, 2000 (incorporated by reference to Exhibit
         2.2 to CoreComm Limited's registration statement on Form S-4, file
         no. 333-44028)

2.4      Recapitalization Agreement and Plan of Merger by and among ATX
         Telecommunications Services, Inc., Thomas Gravina, Debra
         Buruchian, Michael Karp, The Florence Karp Trust and CoreComm
         Limited, dated as of March 9, 2000 (incorporated by reference to
         Exhibit 2.3 to CoreComm Limited's registration statement on Form
         S-4, file no. 333-44028)

2.5      Amendment No. 1 to Recapitalization Agreement and Plan of Merger by
         and among ATX Telecommunications Services, Inc., Thomas Gravina,
         Debra Buruchian, Michael Karp, The Florence Karp Trust, CoreComm
         Limited, ATX Merger Sub, Inc. and CoreComm Merger Sub, Inc., dated
         as of April 10, 2000 (incorporated by reference to Exhibit 2.4 to
         CoreComm Limited's registration statement on Form S-4, file no.
         333-44028)

2.6      Amendment No. 2 to Recapitalization Agreement and Plan of Merger by
         and among ATX Telecommunications Services, Inc., Thomas Gravina,
         Debra Buruchian, Michael Karp, The Florence Karp Trust, CoreComm
         Limited, ATX Merger Sub, Inc. and CoreComm Merger Sub, Inc., dated
         as of July 10, 2000 (incorporated by reference to Exhibit 2.5 to
         CoreComm Limited's registration statement on Form S-4, file no.
         333-44028)

2.7      Amendment No. 3 to Recapitalization Agreement and Plan of Merger by
         and among ATX Telecommunications Services, Inc., Thomas Gravina,
         Debra Buruchian, Michael Karp, The Florence Karp Trust, CoreComm
         Limited, ATX Merger Sub, Inc. and CoreComm Merger Sub, Inc., dated
         as of July 31, 2000 (incorporated by reference to Exhibit 2.6 to
         CoreComm Limited's registration statement on Form S-4, file no.
         333-44028)

2.8      Agreement and Plan of Merger by and among CoreComm Limited, CoreComm
         Acquisition Sub, Inc., and MegsINet Inc., dated as of February 17,
         1999 (incorporated by reference to Exhibit 99.1 to CoreComm
         Limited's, a Bermuda corporation and predecessor to CoreComm
         Limited, report on Form 8-K, filed on February 24, 1999)

2.9      First Amendment to Agreement and Plan of Merger by and among
         CoreComm Limited, CoreComm Acquisition Sub, Inc., and MegsINet
         Inc., dated as of May 3, 1999 (incorporated by reference to
         Exhibit 2.1 to CoreComm Limited's, a Bermuda corporation and
         predecessor to CoreComm Limited, registration statement on S-4/A,
         file no. 333-74801)

2.10     Asset Purchase Agreement by and among CoreComm Limited, USN
         Communications, Inc. and several subsidiaries of USN
         Communications, Inc., dated as of February 19, 1999 (incorporated
         by reference to Exhibit 99.3 to CoreComm Limited's, a Bermuda
         corporation and predecessor to CoreComm Limited, report on Form
         8-K, filed on February 24, 1999)

2.11     Stock Exchange Agreement by and among Voyager Holdings, Inc. and the
         stockholders listed on Schedule A thereto, dated as of September 23,
         1998 (incorporated by reference to Exhibit 2.1 to Voyager.net,
         Inc.'s registration statement on Form S-1, file no. 333-77917)

2.12     Stock Purchase Agreement by and among Voyager Holdings, Inc. and the
         investors listed on Exhibit A thereto, dated as of September 23,
         1998 (incorporated by reference to Exhibit 2.2 to Voyager.net,
         Inc.'s registration statement on Form S-1, file no. 333-77917)

3.1      Restated Certificate of Incorporation of CoreComm Limited
         (incorporated by reference to Exhibit 4.1 to CoreComm Limited's
         registration statement on Form 8A-12G, file no. 000-31359)

3.2      Certificate of Amendment to the Restated Certificate of
         Incorporation of CoreComm Limited filed with the Secretary of
         State of the State of Delaware on April 12, 2001 (incorporated by
         reference to Exhibit 3.1 to CoreComm Limited's Form 8-K, filed
         April 13, 2001)

3.3      Certificate of Designation of CoreComm Limited in respect of the
         Series C Junior Participating Preferred Stock (incorporated by
         reference to Exhibit 4.4 to CoreComm Limited's registration
         statement on Form S-1/A, file no. 333-47984)

3.4      Certificate of Designation of CoreComm Limited in respect of the
         8.5% Senior Convertible Preferred Stock, Series A-1, filed with
         the Secretary of State of the State of Delaware on January 2, 2001
         (incorporated by reference to Exhibit 3.3 to CoreComm Limited's
         annual report filed on Form 10-K for the year ended December 31,
         2000, file no. 000-31359)

3.5      Certificate of Amendment to the Certificate of Designation
         governing the 8.5% Senior Convertible Preferred Stock, Series A-1
         of CoreComm Limited filed with the Secretary of State of the State
         of Delaware on April 12, 2001 (incorporated by reference to
         Exhibit 3.2 to CoreComm Limited's Form 8-K, filed April 13, 2001)

3.6      By-laws of CoreComm Limited (incorporated by reference to Exhibit
         3.2 to CoreComm Limited's registration statement on Form S-1, file
         no. 333-47984)

4.1      Specimen CoreComm Limited common stock certificate (incorporated by
         reference to Exhibit 4.1 to CoreComm Limited's registration
         statement on Form S-1/A, file no. 333-47984)

4.2      Specimen CoreComm Limited 8.5% Senior Convertible Preferred Stock
         certificate (incorporated by reference to Exhibit 3.3 to CoreComm
         Limited's annual report filed on Form 10-K for the year ended
         December 31, 2000, file no. 000-31359)

4.3      Specimen CoreComm Limited Series B Senior Convertible Exchangeable
         Preferred Stock certificate (incorporated by reference to Exhibit
         4.2 to CoreComm Limited's registration statement on Form S-1/A,
         file no. 333-47984)

4.4      Specimen CoreComm Limited Series C Junior Participating Preferred
         Stock certificate (incorporated by reference to Exhibit 4.3 to
         CoreComm Limited's registration statement on Form S-1/A, file no.
         333-47984)

4.5      Registration Rights Agreement by and among CoreComm Limited,
         Michael Karp, Debra Buruchian, Thomas Gravina and The Florence
         Karp Trust, dated as of September 29, 2000 (incorporated by
         reference to Exhibit 4.5 to CoreComm Limited's registration
         statement on Form S-1/A, file no. 333-47984)

4.6      Indenture by and between CoreComm Limited and The Chase Manhattan
         Bank, as Trustee, with respect to the 6% convertible subordinated
         notes due 2006, dated as of October 6, 1999 (incorporated by
         reference to Exhibit 4.3 to CoreComm's Limited's, a Bermuda
         corporation and predecessor to CoreComm Limited, registration
         statement on Form S-3, file no. 333-90113)

4.7      Registration Rights Agreement by and among CoreComm Limited and the
         Initial Purchasers of the 6% convertible subordinated notes due
         2006, dated October 6, 1999 (incorporated by reference to Exhibit
         4.4 to CoreComm's Limited's, a Bermuda corporation and predecessor
         to CoreComm Limited, registration statement on Form S-3, file no.
         333-90113)

4.8      Registration Rights Agreement by and among CoreComm Limited and
         the stockholders listed on Schedule 1 thereto, dated as of
         September 29, 2000 (incorporated by reference to Exhibit 4.8 to
         CoreComm Limited's registration statement on Form S-1/A, file no.
         333-47984)

4.9      Registration Rights Agreement by and between CoreComm Limited and
         Booth American Company, dated as of September 28, 2000
         (incorporated by reference to Exhibit 4.9 to CoreComm Limited's
         annual report filed on Form 10-K for the year ended December 31,
         2000, file no. 000-31359)

4.10     Amendment No. 1, dated as of April 12, 2001, to the Registration
         Rights Agreement by and between CoreComm Limited and Booth American
         Company, dated as of September 28, 2000 (incorporated by reference
         to Exhibit 4.2 to CoreComm Limited's Form 8-K, filed April 13, 2001)

4.11     Registration Rights Agreement by and between CoreComm Limited and
         Chase Securities Inc., dated as of December 15, 2000 (incorporated
         by reference to Exhibit 4.10 to CoreComm Limited's annual report
         filed on Form 10-K for the year ended December 31, 2000, file no.
         000-31359)

4.12     Amended and Restated Registration Rights Agreement by and between
         CoreComm Limited and Chase Securities Inc., dated as of December
         15, 2000, as amended and restated as of April 12, 2001
         (incorporated by reference to Exhibit 4.1 to CoreComm Limited's
         Form 8-K, filed April 13, 2001)

4.13     Registration Rights Agreement by and between CoreComm Limited and
         NTL Incorporated, dated as of April 12, 2001 (incorporated by
         reference to Exhibit 4.3 to CoreComm Limited's Form 8-K, filed
         April 13, 2001)

4.14     Registration Rights Agreement by and between CoreComm Limited and
         Morgan Stanley Senior Funding Inc., dated as of January 25, 2001
         (incorporated by reference to Exhibit 4.11 to CoreComm Limited's
         annual report filed on Form 10-K for the year ended December 31,
         2000, file no. 000-31359)

4.15     Warrant of CoreComm Limited, dated December 15, 2001, issued to
         Chase Securities Inc. (incorporated by reference to Exhibit 4.12
         to CoreComm Limited's annual report filed on Form 10-K for the
         year ended December 31, 2000, file no. 000-31359)

4.16     Warrant of CoreComm Limited, dated January 25, 2001, issued to
         Morgan Stanley Senior Funding Inc. (incorporated by reference to
         Exhibit 4.13 to CoreComm Limited's annual report filed on Form
         10-K for the year ended December 31, 2000, file no. 000-31359)

4.17     Warrant No. CCL-2A of CoreComm Limited, dated April 12, 2001, issued
         to Morgan Stanley Senior Funding, Inc.

4.18     Warrant No. CCL-3A of CoreComm Limited, dated July 13, 2001, issued
         to America Online, Inc.

4.19     Warrant No. CCL-3B of CoreComm Limited, dated July 13, 2001, issued
         to America Online, Inc.

4.20     Warrant No. CCL-4A of CoreComm Limited, dated July 13, 2001, issued
         to NTL Incorporated

4.21     Warrant of CoreComm Limited, dated as of May 26, 1999, issued to USN
         Communications

4.22     Warrant of CoreComm Limited, dated as of May 26, 1999, issued to USN
         Communications

4.23     Rights Agreement, dated as of September 29, 2000, by and between
         CoreComm Limited and Continental Stock Transfer & Trust Company,
         including form of rights certificate (incorporated by reference to
         Exhibit 4.3 to CoreComm Limited's registration statement on Form
         8A-12G, file no. 000-31359)

4.24     Amendment No. 1, dated as of April 12, 2001, to the Rights
         Agreement by and between CoreComm Limited and Continental Stock
         Transfer & Trust Company, dated as of September 29, 2000
         (incorporated by reference to Exhibit 4.4 to CoreComm Limited's
         Form 8-K, filed April 13, 2001)

4.25     Supplemental Indenture by and between CoreComm Merger Sub, Inc.
         and The Chase Manhattan Bank, as Trustee, with respect to the 6%
         convertible subordinated notes due 2006, dated as of September 29,
         2000 (incorporated by reference to Exhibit 4.10 to CoreComm
         Limited's registration statement on Form S-1/A, file no.
         333-47984)

4.26     Supplemental Indenture by and between CoreComm Limited and The
         Chase Manhattan Bank, as Trustee, with respect to the 6%
         convertible subordinated notes due 2006, dated as of September 29,
         2000 (incorporated by reference to Exhibit 4.11 to CoreComm
         Limited's registration statement on Form S-1/A, file no.
         333-47984)

4.27     Supplemental Indenture by and between CoreComm Limited and HSBC
         Bank USA, as Successor Trustee, with respect to the 6% convertible
         subordinated notes due 2006, dated as of December 17, 2001
         (incorporated by reference to Exhibit 4.12 to CoreComm Limited's
         Post-Effective Amendment No. 2, filed January 3, 2002, to CoreComm
         Limited's registration statement on Form S-1, file no. 333-47984)

9.1      Voting Agreement by and among CoreComm Limited and the
         stockholders listed on Schedule A thereto, dated as of March 12,
         2000 (incorporated by reference to Exhibit 9.1 to CoreComm
         Limited's registration statement on Form S-4, file no. 333-44028)

10.1     Lease Agreement by and between Monument Road Associates and ATX
         Telecommunications Services, Inc., dated as of January 18, 1994
         (incorporated by reference to Exhibit 10.2 to CoreComm Limited's
         registration statement on Form S-4, file no. 333-44028)

10.2     Addendum, dated as of January 25, 1996, to Lease Agreement, dated
         as of January 18, 1994, by and between Monument Road Associates
         and ATX Telecommunications Services, Inc. (incorporated by
         reference to Exhibit 10.3 to CoreComm Limited's registration
         statement on Form S-4, file no. 333-44028)

10.3     Addendum, dated as of January 1, 1998, to Lease Agreement, dated
         as of January 18, 1994, by and between Monument Road Associates
         and ATX Telecommunications Services, Inc. (incorporated by
         reference to Exhibit 10.4 to CoreComm Limited's registration
         statement on Form S-4, file no. 333-44028)

10.4     Addendum, dated as of October 1, 1998, to Lease Agreement, dated
         as of January 18, 1994, by and between Monument Road Associates
         and ATX Telecommunications Services, Inc. (incorporated by
         reference to Exhibit 10.5 to CoreComm Limited's registration
         statement on Form S-4, file no. 333-44028)

10.5     Addendum, dated as of November 1, 1999, to Lease Agreement, dated
         as of January 18, 1994, by and between Monument Road Associates
         and ATX Telecommunications Services, Inc. (incorporated by
         reference to Exhibit 10.6 to CoreComm Limited's registration
         statement on Form S-4, file no. 333-44028)

10.6     Lease Agreement by and between Walnut Bridge Associates and ATX
         Telecommunications Services, Inc., dated as of January 2, 1993
         (incorporated by reference to Exhibit 10.7 to CoreComm Limited's
         registration statement on Form S-4, file no. 333-44028)

10.7     Addendum, dated as of July 1, 1995, to Lease Agreement, dated as
         of January 2, 1993, by and between Walnut Bridge Associates and
         ATX Telecommunications Services, Inc. (incorporated by reference
         to Exhibit 10.8 to CoreComm Limited's registration statement on
         Form S-4, file no. 333-44028)

10.8     Addendum, dated as of November 1, 1999, to Lease Agreement, dated
         as of January 2, 1993, by and between Walnut Bridge Associates and
         ATX Telecommunications Services, Inc. (incorporated by reference
         to Exhibit 10.9 to CoreComm Limited's registration statement on
         Form S-4, file no. 333-44028)

10.9     Addendum, dated as of March 1, 2000, to Lease Agreement, dated as
         of January 2, 1993, by and between Walnut Bridge Associates and
         ATX Telecommunications Services, Inc. (incorporated by reference
         to Exhibit 10.10 to CoreComm Limited's registration statement on
         Form S-4, file no. 333-44028)

10.10    Letter of Credit, dated July 30, 1993 (incorporated by reference
         to Exhibit 10.11 to CoreComm Limited's registration statement on
         Form S-4, file no. 333-44028)

10.11    Letter of Credit, dated October 14, 1997 (incorporated by reference
         to Exhibit 10.12 to CoreComm Limited's registration statement on
         Form S-4, file no. 333-44028)

10.12    Letter of Credit, dated October 19, 1999 (incorporated by reference
         to Exhibit 10.13 to CoreComm Limited's registration statement on
         Form S-4, file no. 333-44028)

10.13    Letter of Credit, dated October 30, 1998 (incorporated by reference
         to Exhibit 10.14 to CoreComm Limited's registration statement on
         Form S-4, file no. 333-44028)

10.14    Summary of loan by ATX Telecommunications Services, Inc. to Thomas
         Gravina and Debra Buruchian (incorporated by reference to Exhibit
         10.15 to CoreComm Limited's registration statement on Form S-4,
         file no. 333-44028)

10.15    Summary of indebtedness of ATX Telecommunications Services, Inc.
         to Michael Karp (incorporated by reference to Exhibit 10.16 to
         CoreComm Limited's registration statement on Form S-4, file no.
         333-44028)

10.16    Summary of provision of services to ATX Telecommunications
         Services, Inc. by University City Housing (incorporated by
         reference to Exhibit 10.17 to CoreComm Limited's registration
         statement on Form S-4, file no. 333-44028)

10.17    Form of Tax Disaffiliation Agreement by and between CoreComm
         Incorporated and CoreComm Limited (incorporated by reference to
         Exhibit 10.1 to CoreComm Limited's, a Bermuda corporation and
         predecessor to CoreComm Limited, registration statement on Form
         10-12G/A, file no. 000-24521)

10.18    CoreComm Limited 1998 Stock Option Plan (incorporated by reference
         to Exhibit 10.2 to CoreComm Limited's, a Bermuda corporation and
         predecessor to CoreComm Limited, registration statement on Form
         10-12G/A, file no. 000-24521)

10.19    CoreComm Limited Non-Employee Director Stock Option Plan
         (incorporated by reference to Exhibit 10.3 to CoreComm Limited's,
         a Bermuda corporation and predecessor to CoreComm Limited,
         registration statement on Form 10-12G/A, file no. 000-24521)

10.20    CoreComm Ohio Limited 1999 Stock Option Plan (incorporated by
         reference to Exhibit 10.3 to CoreComm Limited's, a Bermuda
         corporation and predecessor to CoreComm Limited, annual report on
         Form 10-K, filed on March 22, 1999)

10.21    CoreComm Limited 1999 Stock Option Plan (incorporated by reference
         to Exhibit 10.5 to CoreComm Limited's, a Bermuda corporation and
         predecessor to CoreComm Limited, annual report on Form 10-K, filed
         on March 22, 1999)

10.22    Amended and Restated Promissory Note made by Voyager.net, Inc. in
         favor of Horizon Cable I Limited Partnership, dated as of
         September 23, 1998 (incorporated by reference to Exhibit 10.3 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-77917)

10.23    Asset Purchase Agreement by and between Voyager Information
         Networks, Inc. and Freeway, Inc. (n/k/a Offline, Inc.), dated as of
         July 27, 1998 (incorporated by reference to Exhibit 10.4 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-77917)

10.24    Asset Purchase Agreement by and among Voyager Information Networks,
         Inc., EXEC-PC, Inc. (n/k/a The Mahoney Group), Robert J. Mahoney and
         Tracey Mahoney, dated as of September 23, 1998, (incorporated by
         reference to Exhibit 10.5 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)

10.25    Asset Purchase Agreement by and among Voyager Information
         Networks, Inc., NetLinks Systems, L.L.C., David Shires,
         Christopher Michaels and Edwin Quinones, made as of September 26,
         1998 (incorporated by reference to Exhibit 10.6 to Voyager.net,
         Inc.'s registration statement on Form S-1/A, file no.
         333-77917)

10.26    Reseller Agreement by and between Voyager Information Networks, Inc.
         and Millennium Digital Media Systems, L.L.C., dated as of April 13,
         1999 (incorporated by reference to Exhibit 10.7 to Voyager.net,
         Inc.'s registration statement on Form S-1/A, file no. 333-77917)

10.27    Employment Agreement by and between Voyager Information Networks,
         Inc. and Christopher Torto, dated as of February 20, 1998
         (incorporated by reference to Exhibit 10.8 to Voyager.net, Inc.'s
         registration statement on Form S-1/A, file no. 333-77917)

10.28    Employment Agreement by and between Voyager Information Networks,
         Inc. and Michael Williams, dated as of January 15, 1999
         (incorporated by reference to Exhibit 10.9 to Voyager.net, Inc.'s
         registration statement on Form S-1, file no. 333-77917)

10.29    Employment Agreement by and between Voyager Information Networks,
         Inc. and Christopher Michaels, made as of October 2, 1998,
         effective September 30, 1998 (incorporated by reference to Exhibit
         10.10 to Voyager.net, Inc.'s registration statement on Form S-1/A,
         file no. 333-77917)

10.30    Employment Agreement by and between Voyager Information Networks,
         Inc. and David Shires, made as of October 2, 1998, effective
         September 30, 1998 (incorporated by reference to Exhibit 10.11 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-77917)

10.31    Employment Agreement by and between Voyager Information Networks,
         Inc. and Osvaldo deFaria, made as of January 11, 1999 (incorporated
         by reference to Exhibit 10.12 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)

10.32    Employment Agreement by and between Voyager Information Networks,
         Inc. and Dennis Stepaniak, dated as of March 18, 1999 (incorporated
         by reference to Exhibit 10.13 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)

10.33    Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Christopher Torto, dated as of February 20, 1998 (incorporated
         by reference to Exhibit 10.14 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)

10.34    Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Michael Williams, dated as of October 15, 1997 (incorporated
         by reference to Exhibit 10.15 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)

10.35    Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Osvaldo deFaria, dated as of November 11, 1998 (incorporated
         by reference to Exhibit 10.16 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)

10.36    Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Dennis Stepaniak, dated as of March 18, 1998 (incorporated by
         reference to Exhibit 10.17 to Voyager.net, Inc.'s registration
         statement on Form S-1, file no. 333-77917)

10.37    Employee Non-Competition Agreement by and between Voyager
         Information Networks, Inc. and Christopher Michaels, dated as of
         October 2, 1998 (incorporated by reference to Exhibit 10.18 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-7917)

10.38    Employee Non-Competition Agreement by and between Voyager
         Information Networks, Inc. and David Shires, dated as of October
         2, 1998 (incorporated by reference to Exhibit 10.19 to
         Voyager.net, Inc.'s registration statement on Form S-1, file no.
         333-77917)

10.39    Employee Agreement by and between Voyager Information Networks, Inc.
         and Anthony Paalz, made as of September 15, 1999 (incorporated by
         reference to Exhibit 10.34 to Voyager.net, Inc.'s quarterly report
         on Form 10-Q for the quarter ended September 30, 1999)

10.40    Agreement Regarding Inventions, Non-competition and
         Confidentiality by and between Voyager Information Networks, Inc.
         and Anthony Paalz, dated as of September 15, 1999 (incorporated by
         reference to Exhibit 10.35 to Voyager.net, Inc.'s quarterly report
         on Form 10-Q for the quarter ended September 30, 1999)

10.41    Promissory Note made by Osvaldo deFaria, dated January 11, 1999,
         in favor of Voyager.net, Inc. (incorporated by reference to
         Exhibit 10.23 to Voyager.net, Inc.'s registration statement on
         Form S-1/A, file no. 333-77917)

10.42    Promissory Note made by Glenn Friedly, dated January 11, 1999, in
         favor of Voyager.net, Inc. (incorporated by reference to Exhibit
         10.24 to Voyager.net, Inc.'s registration statement on Form S-1/A,
         file no. 333-77917)

10.43    Promissory Note made by Christopher Torto, dated April 13, 1999,
         in favor of Voyager.net, Inc. (incorporated by reference to
         Exhibit 10.25 to Voyager.net, Inc.'s registration statement on
         Form S-1, file no. 333-77917)

10.44    Voyager.net, Inc. Form of Director Indemnification Agreement
         (incorporated by reference to Exhibit 10.26 of Voyager.net, Inc.'s
         registration statement on Form S-1, file no. 333-77917)

10.45    Planet Direct Internet Service Provider Agreement by and between
         Planet Direct Corporation and Voyager Information Networks, Inc.,
         dated as of March 17, 1997 (incorporated by reference to Exhibit
         10.28 to Voyager.net, Inc.'s registration statement on Form S-1/A,
         file no. 333-77917)

10.46    Stock Purchase Agreement by and among Voyager Information Networks,
         Inc., GDR Enterprises, Inc. and each of Ronald M. Rose, Luke A. Gain
         and Stephen L. Dona, dated as of May 7, 1999 (incorporated by
         reference to Exhibit 10.30 to Voyager.net, Inc.'s registration
         statement on Form S-1/A, file no. 333-77917)

10.47    Form of Promissory Note made by Christopher Torto, dated June
         1999, in favor of Voyager.net, Inc. (incorporated by reference to
         Exhibit 10.31 to Voyager.net, Inc.'s registration statement on
         Form S-1/A, file no. 333-77917)

10.48    CoreComm Limited 2000 Stock Option Plan (incorporated by reference
         to Annex B to CoreComm Limited's Definitive Proxy Statement on
         Schedule 14A for its Annual Meeting of Shareholders filed on April
         27, 2000)

10.49    CoreComm Limited 2000 Special Stock Option Plan (incorporated by
         reference to Exhibit 4.5 to CoreComm Limited's, a Bermuda
         corporation and predecessor to CoreComm Limited, registration
         statement on Form S-8, file no. 333-33970)

10.50    CoreComm Limited 2000 Special ATX Stock Option Plan (incorporated
         by reference to Exhibit 10.50 to CoreComm Limited's registration
         statement on Form S-1/A, file no. 333-47984)

10.51    CoreComm Limited 2000 Special Voyager Stock Option Plan
         (incorporated by reference to Exhibit 10.51 to CoreComm Limited's
         registration statement on Form S-1/A, file no. 333-47984)

10.52    Credit Agreement, dated as of September 28, 2000, as amended and
         restated on April 11, 2001, among CoreComm Communications, Inc.,
         CoreComm Limited, CoreComm Holdco, Inc., the lenders party thereto
         and The Chase Manhattan Bank, as Administrative Agent and
         Collateral Agent (incorporated by reference to Exhibit 10.1 to
         CoreComm Limited's Form 8-K, filed April 13, 2001)

10.53    First Amendment and Waiver dated as of October 31, 2001 to the
         Credit Agreement, dated as of September 28, 2000, as amended and
         restated on April 11, 2001, among CoreComm Limited, CoreComm
         Communications, Inc., CoreComm Holdco, Inc., the lenders party
         thereto and JP Morgan Chase Bank, as Administrative Agent and
         Collateral Agent (incorporated by reference to Exhibit 10.4 to
         CoreComm Holdco, Inc.'s registration statement on Form S-1, file
         no. 333-82402)

10.54    Second Amendment dated as of December 14, 2001 to the Credit
         Agreement, dated as of September 28, 2000, as amended and restated
         on April 11, 2001, and amended by the First Amendment and Waiver
         dated as of October 31, 2001, among CoreComm Limited, CoreComm
         Communications, Inc., CoreComm Holdco, Inc., the lenders party
         thereto and JP Morgan Chase Bank, as Administrative Agent and
         Collateral Agent (incorporated by reference to Exhibit 10.5 to
         CoreComm Holdco, Inc.'s registration statement on Form S-1, file
         no. 333-82402)

10.55    Third Amendment dated as of March 29, 2002 to the Credit
         Agreement, dated as of September 28, 2000, as amended and restated
         on April 11, 2001, and amended by the First Amendment and Waiver
         dated as of October 31, 2001 and by the Second Amendment dated as
         of December 14, 2001, among CoreComm Limited, CoreComm
         Communications, Inc., CoreComm Holdco, Inc., the lenders party
         thereto and JP Morgan Chase Bank, as Administrative Agent and
         Collateral Agent

10.56    Senior Unsecured Note due September 29, 2003 of CoreComm Limited,
         dated September 29, 2000 issued to Debra Buruchian (incorporated
         by reference to Exhibit 10.53 to CoreComm Limited's registration
         statement on Form S-1/A, file no. 333-47984)

10.57    Senior Unsecured Note due September 29, 2003 of CoreComm Limited,
         dated September 29, 2000 issued to Michael Karp (incorporated by
         reference to Exhibit 10.54 to CoreComm Limited's registration
         statement on Form S-1/A, file no. 333-47984)

10.58    Senior Unsecured Note due September 29, 2003 of CoreComm Limited,
         dated September 29, 2000 issued to The Florence Karp Trust
         (incorporated by reference to Exhibit 10.55 to CoreComm Limited's
         registration statement on Form S-1/A, file no. 333-47984)

10.59    Senior Unsecured Note due September 29, 2003 of CoreComm Limited,
         dated September 29, 2000 issued to Thomas Gravina (incorporated by
         reference to Exhibit 10.56 to CoreComm Limited's registration
         statement on Form S-1/A, file no. 333-47984)

10.60    Note Purchase Agreement by and among CoreComm Limited, Michael
         Karp, Debra Buruchian, Thomas Gravina and The Florence Karp Trust,
         dated September 29, 2000 (incorporated by reference to Exhibit
         10.57 to CoreComm Limited's registration statement on Form S-1/A,
         file no. 333-47984)

10.61    10.75% Unsecured Convertible PIK Note due 2011, dated as of April
         12, 2001, issued to NTL Incorporated and made jointly by CoreComm
         Holdco, Inc. and CoreComm Limited (incorporated by reference to
         Exhibit 10.3 to CoreComm Limited's Form 8-K, filed April 13, 2001)

10.62    Exchange Agreement, dated as of December 14, 2001, by and between
         CoreComm Holdco, Inc. and CoreComm Limited (incorporated by
         reference to Exhibit 10.2 to CoreComm Holdco, Inc.'s registration
         statement on Form S-1, file no. 333-82402)

10.63    First Amendment to Exchange Agreement, entered into as of April 5,
         2002, by and between CoreComm Limitd and CoreComm Holdco, Inc.

11.1     Statement re computation of per share earnings

12.1     Statement re computation of ratios

20.1     Letter sent to holders of CoreComm Limited common stock disclosing
         CoreComm Limited's reliance on financial viability exception to
         stockholder approval requirements under Nasdaq Marketplace Rule
         4350(i)(2) (incorporated by reference to Exhibit 20.1 to CoreComm
         Holdco, Inc.'s registration statement on Form S-1, file no.
         333-82402)

21.1     Subsidiaries of CoreComm Limited

23.1     Consent of Ernst & Young, LLP




                    Form 10-K/A-- Item 14(a)(1) and (2)

                     CoreComm Limited and Subsidiaries

                 Index to Consolidated Financial Statements
                     and Financial Statement Schedules


<TABLE>
<CAPTION>

The following consolidated financial statements of CoreComm Limited and
Subsidiaries are included in Item 8:

<S>                                                                                                           <C>
Report of Independent Auditors .............................................................................   F-2
Consolidated Balance Sheets - December 31, 2001 and 2000 ...................................................   F-3
Consolidated Statements of Operations - Years Ended December 31, 2001, 2000 and
    1999 ...................................................................................................   F-4
Consolidated Statement of Shareholders' Equity (Deficiency) - Years Ended
     December 31, 2001, 2000 and 1999 ......................................................................   F-5
Consolidated Statements of Cash Flows - Years Ended December 31, 2001, 2000
     and 1999...............................................................................................   F-6
Notes to Consolidated Financial Statements .................................................................   F-8

The following consolidated financial statement schedule of CoreComm Limited
and Subsidiaries is included in Item 14(d):


Schedule II - Valuation and Qualifying Accounts ............................................................   F-37
</TABLE>


All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted.



<PAGE>






                       REPORT OF INDEPENDENT AUDITORS



Shareholders and Board of Directors
CoreComm Limited

    We have audited the consolidated balance sheets of CoreComm Limited and
Subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of
the three years in the period ended December 31, 2001. Our audits also
included the financial statement schedule listed in the index at item
14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of CoreComm Limited and Subsidiaries at December 31, 2001 and
2000, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.

    The accompanying consolidated financial statements have been prepared
assuming that CoreComm Limited will continue as a going concern. As
discussed in Note 1 to the consolidated financial statements, CoreComm
Limited may not be able to meet its obligations as they become due, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regards to this matter are also described in Note 1.
The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


                                                    /s/ Ernst & Young LLP


New York, New York
March 29, 2002, Except for the last paragraph of Note 2,
    as to which the date is April 12, 2002

                                     F-2
<PAGE>



<TABLE>
<CAPTION>

                     CORECOMM LIMITED AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS

                                                                                                     December 31,
                                                                                                2001                2000
                                                                                        -------------------  -----------
                                          ASSETS
    Current assets:
<S>                                                                                     <C>                  <C>
      Cash and cash equivalents.....................................................    $          109,000   $     25,802,000
      Marketable securities.........................................................                    --          4,715,000
      Accounts receivable-trade, less allowance for doubtful
         accounts of $11,034,000 (2000).............................................                    --         34,344,000
      Due from NTL Incorporated.....................................................                    --         17,206,000
      Other.........................................................................                45,000         10,289,000
                                                                                        ------------------   ----------------
    Total current assets............................................................               154,000         92,356,000
    Fixed assets, net...............................................................               146,000        179,651,000
    Investment in CoreComm Holdco...................................................             3,863,000                 --
    Goodwill, net of accumulated amortization of $42,028,000
      (2000)........................................................................                    --        600,859,000
    Intangible assets, net..........................................................                    --          6,092,000
    Other, net of accumulated amortization of $2,251,000 (2001)
      and $1,480,000 (2000).........................................................             8,260,000         30,805,000
                                                                                        ------------------   ----------------
                                                                                        $       12,423,000   $    909,763,000
                                                                                        ==================   ================
                       LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
    Current liabilities:
      Accounts payable..............................................................    $          959,000   $     73,133,000
      Accrued expenses..............................................................               419,000         90,243,000
      Due to NTL Incorporated.......................................................               209,000                 --
      Due to CoreComm Holdco........................................................            24,112,000                 --
      Current portion of long-term debt and capital lease
         obligations................................................................                    --         22,921,000
      Deferred revenue..............................................................                    --         29,701,000
                                                                                        ------------------   ----------------
    Total current liabilities.......................................................            25,699,000        215,998,000
    Long-term debt, including $256,874,000 (2001) due to
      CoreComm Holdco...............................................................           261,624,000        358,624,000
    Notes payable to related parties................................................                    --         16,170,000
    Capital lease obligations.......................................................                    --          2,693,000
    Commitments and contingent liabilities
    Shareholders' equity (deficiency):
      Series preferred stock-- $.01 par value, authorized
         5,000,000 shares:
         Series A, liquidation preference $55,569,000; issued
           and outstanding 51,000 shares............................................                    --                 --
         Series B, liquidation preference $264,855,000; issued
           and outstanding 250,000 shares...........................................                 3,000              3,000
         Series C, none issued or outstanding.......................................                    --                 --
    Common stock-- $.01 par value; authorized 600,000,000
      shares; issued and outstanding 141,655,000 (2001) and
      72,029,000 (2000) shares......................................................             1,417,000            720,000
    Additional paid-in capital......................................................           787,434,000        781,357,000
    Deferred non-cash compensation..................................................                    --        (21,638,000)
    (Deficit).......................................................................        (1,053,180,000)      (433,590,000)
                                                                                        ------------------   ----------------
                                                                                              (264,326,000)       326,852,000
    Treasury stock at cost, 1,329,000 shares........................................           (10,574,000)       (10,574,000)
                                                                                        ------------------   ----------------
                                                                                              (274,900,000)       316,278,000
                                                                                        ------------------   ----------------
                                                                                        $       12,423,000   $    909,763,000

                                                                                        ==================   ================

See accompanying notes.
</TABLE>


                                     F-3
<PAGE>



<TABLE>
<CAPTION>

                     CORECOMM LIMITED AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                 Year Ended December 31,
                                                                ----------------------------------------
                                                                       2001               2000               1999
                                                                -----------------  -----------------  -----------
<S>                                                             <C>                <C>                <C>
           Revenues.........................................    $    293,207,000   $    132,122,000   $     58,151,000
           Costs and expenses
           Operating........................................         224,807,000        142,323,000         58,561,000
           Selling, general and administrative..............          97,759,000        111,010,000         74,185,000
           Corporate........................................           8,335,000         12,884,000          7,996,000
           Non-cash compensation............................          21,638,000         43,440,000          1,056,000
           Other charges....................................          39,514,000         12,706,000                 --
           Asset impairments................................         368,288,000         35,920,000                 --
           Depreciation.....................................          48,110,000         30,746,000         10,945,000
           Amortization.....................................          97,389,000         42,420,000          8,633,000
                                                                ----------------   ----------------   ----------------
                                                                     905,840,000        431,449,000        161,376,000
                                                                ----------------   ----------------   ----------------
           Operating (loss).................................        (612,633,000)      (299,327,000)      (103,225,000)
           Other income (expense)
           Interest income and other, net...................           1,957,000          6,223,000          5,773,000
           Interest expense.................................         (48,314,000)       (20,457,000)        (5,341,000)
                                                                ----------------   ----------------   ----------------
           (Loss) before income taxes and extraordinary
             item...........................................        (658,990,000)      (313,561,000)      (102,793,000)
           Income tax (provision)...........................             (98,000)          (250,000)          (731,000)
                                                                ----------------   ----------------   ----------------
           (Loss) before extraordinary item.................        (659,088,000)      (313,811,000)      (103,524,000)
           Gain from extinguishment of debt.................          39,498,000                 --                 --
                                                                ----------------   ----------------   ----------------
           Net (loss).......................................    $   (619,590,000)  $   (313,811,000)  $   (103,524,000)
                                                                ================   ================   ================
           Basic and diluted net (loss) per share:
             (Loss) before extraordinary item...............    $          (6.77)  $                  $
             Extraordinary item.............................                0.39                 --                 --
                                                                ----------------   ----------------   ----------------
             Net (loss).....................................    $          (6.38)  $          (6.73)  $          (3.03)
                                                                ================   ================   ================
</TABLE>

In the year ended December 31, 2001, non-cash compensation expense includes
$3.9 million that would have been included in operating expense, $13.4
million that would have been included in selling, general and
administrative expense and $4.3 million that would have been included in
corporate expense had the compensation been paid in cash. In the year ended
December 31, 2000, non-cash compensation expense includes $5.9 million that
would have been included in operating expense, $25.0 million that would
have been included in selling, general and administrative expense and $12.5
million that would have been included in corporate expense had the
compensation been paid in cash. In the year ended December 31, 1999,
non-cash compensation expense includes $345,000 that would have been
included in operating expense and $711,000 that would have been included in
selling, general and administrative expense had the compensation been paid
in cash.


                                     F-4
<PAGE>



<TABLE>
<CAPTION>

                                        CORECOMM LIMITED AND SUBSIDIARIES
                            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)

                                      Preferred
                                        Stock            Preferred Stock         Common Stock
                                 ------------------  ---------------------  ---------------------     Paid-In     Non-Cash
                                  Shares      Par      Shares       Par       Shares       Par        Capital   Compensation
                                 --------  --------  ---------- ----------  ---------- ----------  ------------ -------------
<S>                             <C>       <C>        <C>        <C>        <C>         <C>        <C>          <C>
Balance, December 31, 1998.                                                29,697,000  $  297,000  $185,255,000
Exercise of stock options..                                                   804,000       8,000    5,232,000
Exercise of warrants.......                                                 4,810,000      48,000   10,857,000
Common stock issued for
  Acquisition..............                                                 3,245,000      33,000   30,792,000
Stock options issued for
  Acquisition..............                                                                          4,027,000
Warrants issued for
  Acquisition..............                                                                          9,100,000
Non-cash compensation expense                                                                        1,056,000
Net (loss) for the year ended
  December 31, 1999........
                                   -----     ----      ------     ------    ---------  ----------  -----------  -----------
Balance, December 31, 1999.                                                38,556,000     386,000  246,319,000
                                   -----     ----      ------     ------    ---------- ----------  -----------  -----------
Exercise of stock options..                                                 2,276,000      23,000   18,967,000
Exercise of warrants.......                                                    35,000          --      276,000
Common stock issued for
  Acquisitions.............                                                31,833,000     318,000  333,049,000
Preferred stock issued for an
  Acquisition..............                           250,000     $3,000                            67,295,000
Preferred stock issued for
  Cash.....................       50,000     $ --                                                   50,000,000
Accreted dividends on preferred
  Stock....................                                                                         (4,491,000)
Preferred stock issued for
  Dividends................        1,000       --                                                    1,086,000
Deferred non-cash
  Compensation.............                                                                         60,290,000  $(31,338,000)
Non-cash compensation expense                                                                                     9,700,000
Repurchase of common stock
  underlying rescinded Options
                                                                             (671,000)     (7,000)  (6,796,000)
Expense from rescission of stock
  Options..................                                                                          4,788,000
Common stock issued for
  acquisition and returned to                                                                       10,574,000
  Treasury, at cost
Net (loss) for the year ended
  December 31, 2000........
                                   -----     ----      ------     ------    ---------  ----------  -----------  -----------
Balance, December 31, 2000.        51,000      --      250,000     3,000   72,029,000     720,000  781,357,000  (21,638,000)
                                   ------    ----      -------    ------    ---------- ----------  -----------  -----------
Exercise of stock options..                                                     3,000          --        4,000
Common stock issued for dividend
  on preferred stock.......                                                   542,000       6,000    1,869,000
Accreted dividends on preferred
  Stock....................                                                                        (17,808,000)
Common stock issued for interest
  on senior unsecured notes                                                68,936,000     689,000    6,351,000
Conversion of 6% convertible
  subordinated notes.......                                                   374,000       4,000   10,246,000
Warrants issued in connection
  With financing...........                                                                          5,451,000
Common stock cancelled as
  payment for notes receivable
                                                                            (229,000)      (2,000)     (36,000)
Non-cash compensation expense                                                                                    21,638,000
Net (loss) for the year ended
  December 31, 2001........
                                   -----     ------    ------     ------    ---------  ----------  -----------  -----------
Balance, December 31, 2001.        51,000  $     --   $250,000    $3,000 141,655,000   $1,417,000 $787,434,000  $        --
                                   ======  ==================     ======    =====================  ============ ===========

</TABLE>



[Chart Continued]



                                                       Treasury Stock

                                     (Deficit)      Shares      Amount
                                 ---------------  ---------- ---------
Balance, December 31, 1998.       $ (16,255,000)
Exercise of stock options..
Exercise of warrants.......
Common stock issued for
  Acquisition..............
Stock options issued for
  Acquisition..............
Warrants issued for
  Acquisition..............
Non-cash compensation expense
Net (loss) for the year ended
  December 31, 1999........        (103,524,000)
                                  -------------    --------
Balance, December 31, 1999.        (119,779,000)
                                  -------------    --------
Exercise of stock options..
Exercise of warrants.......
Common stock issued for
  Acquisitions.............
Preferred stock issued for an
  Acquisition..............
Preferred stock issued for
  Cash.....................
Accreted dividends on preferred
  Stock....................
Preferred stock issued for
  Dividends................
Deferred non-cash
  Compensation.............
Non-cash compensation expense
Repurchase of common stock
  underlying rescinded Options

Expense from rescission of stock
  Options..................
Common stock issued for
  acquisition and returned to                     (1,329,000)$(10,574,000)
  Treasury, at cost
Net (loss) for the year ended
  December 31, 2000........        (313,811,000)
                                  -------------    ---------- -----------
Balance, December 31, 2000.        (433,590,000)  (1,329,000) (10,574,000)
                                  -------------    ---------- -----------
Exercise of stock options..
Common stock issued for dividend
  on preferred stock.......
Accreted dividends on preferred
  Stock....................
Common stock issued for interest
  on senior unsecured notes
Conversion of 6% convertible
  subordinated notes.......
Warrants issued in connection
  With financing...........
Common stock cancelled as
  payment for notes receivable

Non-cash compensation expense
Net (loss) for the year ended
  December 31, 2001........        (619,590,000)
                                  -------------    ----------- ------------
Balance, December 31, 2001.       $(1,053,180,000) (1,329,000) $(10,574,000)
                                  ===============  =========== ============


 The Consolidated Statement of Shareholders' Equity (Deficiency) reflects
 on a retroactive basis the 3-for-2 stock split by way of a stock dividend
 paid on September 2, 1999 and the 3-for-2 stock split by way of a stock
 dividend paid on February .2, 2002.

                           See accompanying notes.


                                     F-5
<PAGE>



<TABLE>
<CAPTION>

                     CORECOMM LIMITED AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                        Year Ended December 31,
                                                                       -------------------------------------------------
                                                                              2001               2000               1999
                                                                       -----------------  -----------------  -----------
    Operating activities
<S>                                                                    <C>                <C>                <C>
      Net (loss)...................................................    $   (619,590,000)  $   (313,811,000)  $   (103,524,000)
      Adjustments to reconcile net (loss) to net cash (used
         in) operating activities:
         Depreciation and amortization.............................         145,499,000         73,166,000         19,578,000
         Gain from extinguishment of debt..........................         (39,498,000)                --                 --
         Reorganization charges....................................          26,932,000                 --                 --
         Non-cash compensation.....................................          21,638,000         43,440,000          1,056,000
         Amortization of original issue discount...................          10,883,000          1,221,000                 --
         Provision for losses on accounts receivable...............           7,143,000          7,130,000          3,241,000
         Asset impairments.........................................         368,288,000         35,920,000                 --
         Accretion of interest on marketable securities............             (60,000)        (2,440,000)        (3,053,000)
         Other.....................................................          (1,461,000)         2,043,000            239,000
         Changes in operating assets and liabilities, net of
           effect from deconsolidation and business
           acquisitions:
           Accounts receivable.....................................          (4,979,000)        (7,383,000)         3,115,000
           Due from affiliates.....................................          16,191,000        (17,011,000)         1,759,000
           Other current assets....................................           3,541,000            (70,000)        (3,488,000)
           Other assets............................................          14,738,000         (2,238,000)        (2,783,000)
           Accounts payable........................................         (22,862,000)        17,716,000          5,390,000
           Accrued expenses........................................           6,297,000         14,097,000          6,114,000
           Deferred revenue........................................             (49,000)        17,218,000            (61,000)
                                                                       ----------------   ----------------   ----------------
      Net cash (used in) operating activities......................         (67,349,000)      (131,002,000)       (72,417,000)
    Investing activities
    Purchase of fixed assets.......................................          (5,231,000)       (65,321,000)       (20,575,000)
    Cash of deconsolidated subsidiaries............................         (24,966,000)                --                 --
    Acquisitions, net of cash acquired.............................                  --        (98,613,000)       (47,056,000)
    Purchase of marketable securities..............................                  --        (38,730,000)      (142,922,000)
    Proceeds from sale of marketable securities....................           4,775,000        128,496,000        164,652,000
                                                                       ----------------   ----------------   ----------------
    Net cash (used in) investing activities........................         (25,422,000)       (74,168,000)       (45,901,000)
</TABLE>

                                     F-6
<PAGE>



<TABLE>
<CAPTION>

                     CORECOMM LIMITED AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


                                                                                        Year Ended December 31,
                                                                       ------------------------------------------------------
                                                                              2001               2000               1999
                                                                       -----------------  -----------------  ----------------

<S>                                                                    <C>                <C>               <C>
    Financing activities
    Proceeds from borrowings, net of financing costs...............          88,679,000        103,328,000        168,545,000
    Proceeds from issuance of preferred stock......................                  --         50,000,000                 --
    Proceeds from exercise of stock options and warrants...........               4,000         12,463,000         16,145,000
    Principal payments.............................................         (13,498,000)        (5,936,000)        (3,469,000)
    Principal payments of capital lease obligations................          (8,107,000)       (15,568,000)        (2,379,000)
                                                                       ----------------   ----------------   ----------------
    Net cash provided by financing activities......................          67,078,000        144,287,000        178,842,000
                                                                       ----------------   ----------------   ----------------
    (Decrease) increase in cash and cash equivalents...............         (25,693,000)       (60,883,000)        60,524,000
    Cash and cash equivalents at beginning of period...............          25,802,000         86,685,000         26,161,000
                                                                       ----------------   ----------------   ----------------
    Cash and cash equivalents at end of period.....................    $        109,000   $     25,802,000   $     86,685,000
                                                                       ================   ================   ================
    Supplemental disclosure of cash flow information
    Cash paid for interest.........................................    $     23,273,000   $     14,362,000   $      2,032,000
    Income taxes paid..............................................                  --            369,000          1,421,000
    Supplemental schedule of non-cash investing
      activities
    Liabilities incurred to acquire fixed assets...................    $      6,595,000   $     35,626,000   $     19,621,000
    Common stock, preferred stock, stock options and warrants
      issued for acquisitions......................................                  --        400,665,000         43,952,000
    Notes issued for acquisition, net of discount..................                  --         94,015,000                 --
    Supplemental schedule of non-cash financing
      activities
    Common stock issued for dividend on preferred stock............    $      1,875,000   $             --   $             --
    Common stock issued for interest on senior unsecured
      Notes........................................................           7,040,000                 --                 --
    Conversion of convertible notes................................          10,250,000                 --                 --
    Warrants issued in connection with financing...................           5,451,000                 --                 --
</TABLE>

                          See accompanying notes.



                                     F-7
<PAGE>

                      CORECOMM LIMITED AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Organization and Business

Organization

    CoreComm Limited, referred to as the Company, formerly a wholly-owned
subsidiary of Cellular Communications of Puerto Rico, Inc., referred to as
CCPR, was formed in March 1998 in order to succeed to the businesses and
assets that were operated by OCOM Corporation. Operations commenced in
April 1998. In September 1998, CCPR made a cash contribution to the Company
of $150,000,000 and distributed 100% of the outstanding shares of the
Company on a one-for-one basis to CCPR's shareholders.

    In September 2000, the Company, a Bermuda corporation, merged with and
into its newly-formed, wholly-owned Delaware corporate subsidiary. The
Delaware corporation then merged into ATX Telecommunications Services,
Inc., referred to as ATX, with ATX being the surviving corporation and
changing its name to CoreComm Limited. For accounting purposes, the
Company's predecessor is CoreComm Limited, the Bermuda corporation.

Business

    The Company's only material asset is its ownership of approximately 13%
of the outstanding capital stock of CoreComm Holdco, Inc., referred to as
CoreComm Holdco. The Company owned 100% of the outstanding capital stock of
CoreComm Holdco until the consummation of transactions as part of the
Holdco recapitalization on December 28, 2001. CoreComm Holdco provides
integrated local and toll-related telephone, Internet and high-speed data
services to business and residential customers located principally in
Pennsylvania, Ohio, New Jersey, Michigan, Wisconsin, Maryland, Illinois,
New York, Virginia, Delaware, Massachusetts, Washington, D.C. and Indiana.

Basis of Preparation

    Effective with the completion of the first phase of the Holdco
recapitalization on December 28, 2001, the Company began accounting for its
ownership of approximately 13% of the outstanding shares of CoreComm Holdco
using the equity method. The Company consolidated CoreComm Holdco prior to
that date. This transition from consolidation to equity method accounting
is referred to as the deconsolidation in the consolidated financial
statements. As a result of the deconsolidation, the assets and liabilities
of CoreComm Holdco are not included in the Company's consolidated balance
sheet at December 31, 2001. In addition, the results of operations and cash
flows of CoreComm Holdco, which represent substantially all of the
Company's operations and cash flows, will not be included in the Company's
consolidated statement of operations and statement of cash flows beginning
January 1, 2002. CoreComm Holdco's result of operations and cash flows for
the period from December 28, 2001 to December 31, 2001 were not material.

Liquidity

    As a result of the first phase of the Holdco recapitalization, the
Company, which formerly owned 100% of CoreComm Holdco's outstanding capital
stock, now owns only approximately 13% of CoreComm Holdco's outstanding
capital stock. CoreComm Holdco owns 100% of the business operations which
the Company formerly owned indirectly through CoreComm Holdco. However, the
Company remains a party liable under the $156.1 million senior secured
credit facility and has no right to withdraw any additional money under
that facility. In addition, the Company has obligations of approximately
$600 million in debt and preferred securities now held by CoreComm Holdco,
the $4.75 million principal amount of 6% Convertible Subordinated Notes
that are not held by CoreComm Holdco and other liabilities. As a result of
its condition, the Company currently lacks the resources to meet its
obligations as they become due.

                                     F-8
<PAGE>



1.  Organization and Business (continued)

    The Company's liquidity problem raises substantial doubt about its
ability to continue as a going concern. The Company intends to resolve its
liquidity problem through the completion of the Holdco recapitalization
exchange offers whereby the Company will exchange the shares of CoreComm
Holdco common stock it presently owns for its shares held by the Company's
stockholders and for the Company's 6% Convertible Subordinated Notes held
by third parties. If the exchange offers are successfully completed, the
Company will become a subsidiary of CoreComm Holdco. There can be no
assurance that the exchange offers will be completed.

2.  Holdco Recapitalization

    In April 2001, the Company completed a reevaluation of its business
plan in light of current market conditions and made significant
modifications to its plans. The Company streamlined its strategy and
operations to focus on its two most successful and promising lines of
business. The first is integrated communications products and other high
bandwidth/data/web-oriented services for the business market. The second is
bundled local telephony and Internet products efficiently sold, serviced
and provisioned via Internet-centric interfaces to the residential market.

    Also in April 2001, the Company commenced a process to potentially sell
its assets and businesses that are not directly related to its competitive
local exchange carrier, referred to as CLEC, business, and retained
advisors for the purpose of conducting this sale. At the time, the
Company's CLEC assets and businesses were CoreComm Holdco's local and
toll-related telephone services that compete with the incumbent local
exchange carrier, referred to as ILEC.

    In October 2001, the Company and CoreComm Holdco commenced the Holdco
recapitalization. The Company entered into agreements with numerous holders
of its 6% Convertible Subordinated Notes Due 2006 whereby the holders
agreed, among other things, to exchange their notes for the amount of the
October 1, 2001 interest payment of $4.8 million in the aggregate in cash
and shares of CoreComm Holdco common stock. The exchange was completed in
December 2001, including the payment of the $4.8 million by the Company.

    On December 28, 2001, CoreComm Holdco completed the first phase of the
Holdco recapitalization, which was the exchange of shares of its common
stock for substantial amounts of the outstanding indebtedness of CoreComm
Holdco, substantial amounts of the outstanding indebtedness of the Company
and CoreComm Holdco as co-obligors and all of the outstanding preferred
stock of the Company.

                                     F-9
<PAGE>



2.  Holdco Recapitalization (continued)

    The following summarizes the indebtedness and preferred stock that was
exchanged for shares of CoreComm Holdco's common stock in December 2001:
<TABLE>
<CAPTION>


                                                                                                Principal Amount or
                     Description                       Date Issued           Issuer          Stated Value when Issued
                     -----------                       -----------           ------          -------------------------
<S>                                                 <C>                  <C>                   <C>
         10.75% Unsecured Convertible PIK
           Notes due 2011                              April 2001         CoreComm Holdco        $10.0 million
                                                                          and the Company
         10.75% Senior Unsecured Convertible
           PIK Notes Due 2010                          December 2000      CoreComm Holdco        $16.1 million
                                                                          and the Company
         Senior Unsecured Notes Due
           September 29, 2003                          September 2000     The Company            $108.7 million
         6% Convertible Subordinated Notes
           Due 2006                                    October 1999       The Company            $175.0 million(1)
         Series A and Series A-1 Preferred
           Stock                                       September 2000     The Company            $51.1 million
         Series B Preferred Stock                      September 2000     The Company            $250.0 million
</TABLE>


----------


(1) $164.75 million was outstanding as of December 2001, of which $160
    million was exchanged.


    As indicated above, CoreComm Holdco exchanged the approximately $10.8
million principal and accrued interest of 10.75% Unsecured Convertible PIK
Notes Due 2011 and the approximately $18.0 million principal and accrued
interest of 10.75% Senior Unsecured Convertible PIK Notes Due 2010 for
shares of its common stock. CoreComm Holdco recorded an extraordinary gain
of $25.7 million from the extinguishment of these notes, and incurred costs
of $2.7 million in connection with the Holdco recapitalization. This gain
is based on the fair value of $0.9797 per share for the shares issued by
CoreComm Holdco in exchange for the notes.


    As a result of the completed exchanges in December 2001, approximately
87% of CoreComm Holdco's outstanding shares, or 26,056,806 shares, are
owned by the former holders of indebtedness of the Company and CoreComm
Holdco and the former holders of preferred stock of the Company, and
approximately 13% of CoreComm Holdco's outstanding shares, or 3,943,248
shares, continue to be held by the Company.


    As part of the second phase of the Holdco recapitalization, on February
8, 2002, CoreComm Holdco launched registered public exchange offers whereby
it is offering to exchange shares of CoreComm Holdco common stock which
will have been registered under the Securities Act of 1933, as amended,
pursuant to a Form S-4 registration statement to all holders of the
Company's common stock and all remaining holders of the Company's 6%
Convertible Subordinated Notes due 2006 for their shares of the Company's
common stock and their notes, respectively. As soon as practicable after
accepting at least 90% of the outstanding shares of the Company's common
stock in the exchange offers, CoreComm Holdco plans to transfer all such
shares to a newly formed, wholly-owned subsidiary and to merge this
subsidiary into the Company with the Company surviving the merger as a
wholly-owned subsidiary of CoreComm Holdco.

                                    F-10
<PAGE>


2.  Holdco Recapitalization (continued)


    As a result of the first phase of the Holdco recapitalization, CoreComm
Holdco holds $160 million principal amount of the Company's 6% Convertible
Subordinated Notes, approximately $105.7 million principal amount of the
Company's Senior Unsecured Notes and all of the Company's outstanding
preferred stock. The Company has agreed that it will surrender to CoreComm
Holdco the number of shares of CoreComm Holdco common stock that CoreComm
Holdco requests. CoreComm Holdco intends to request that the Company
surrender, immediately following the merger, all shares of CoreComm Holdco
common stock that it owns, other than the number of shares of CoreComm
Holdco common stock deliverable upon conversion of public notes not
tendered in the exchange offer for public notes or converted prior to the
completion of the merger. (Therefore, if the merger is completed, the
Company will own little or no common stock of CoreComm Holdco, and thus
will own little or no material assets, since CoreComm Holdco common stock
is the Company's only material asset.) In exchange for the Company
surrendering such shares of CoreComm Holdco common stock, the Company and
CoreComm Holdco have agreed to waivers and amendments to delay the Company
from having to make any payments with respect to these securities. If such
a merger does not occur, the Company does not anticipate that it will have
the financial resources to meet the obligations under its notes and
preferred stock if CoreComm Holdco requires it to do so.


    Under the exchange offer, those shareholders and noteholders who
exchange their shares and notes, respectively, will receive shares of
CoreComm Holdco, and would no longer have securities of the Company.

    The Company may lack the resources to meet the obligations of the
remaining $4.75 million principal amount of 6% Convertible Subordinated
Notes that are not held by CoreComm Holdco.

    On December 17, 2001, Nasdaq granted the Company an exception to
Nasdaq's stockholder approval requirements permitting the Holdco
recapitalization to proceed without a vote of the Company's stockholders
because requiring a stockholder vote would seriously jeopardize the
Company's financial viability. Pursuant to conversations with Nasdaq, the
Company and CoreComm Holdco intend to transfer the Company's current
listing to CoreComm Holdco following successful completion of the exchange
offers. The Company cannot predict whether remaining shares of the
Company's common stock will continue to trade publicly thereafter.

    On February 14, 2002, the Company received written notification from
Nasdaq indicating that it failed to comply with the minimum market value of
publicly held shares and minimum bid price requirements for continued
listing on the Nasdaq National Market. The Company has until May 15, 2002
to regain compliance. If the Holdco recapitalization is not successfully
completed and the Company does not regain compliance by this date, Nasdaq
stated that it will then provide the Company written notification that its
common stock will be delisted from the Nasdaq National Market.


    On April 12, 2002, CoreComm Holdco declared a 3-for-1 stock split by
way of a stock dividend, which was paid on the declaration date. The notes to
consolidated financial statements, which make reference to CoreComm Holdco's
share data, give retroactive effect to the CoreComm Holdco stock split.


                                    F-11
<PAGE>


3.  Significant Accounting Policies

Use of Estimates

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Such estimates and assumptions impact, among
others, the following: the amount of uncollectible accounts receivable, the
amount to be paid to terminate certain agreements included in
reorganization costs, the amount to be paid to settle certain toll and
interconnection liabilities, the amount to be paid as a result of certain
sales and use tax audits, potential liabilities arising from other sales
tax matters and estimates related to the value of long-lived assets,
goodwill and other intangible assets. Actual results could differ from
those estimates.

Principles of Consolidation

    The consolidated financial statements include the accounts of the
Company, its wholly-owned subsidiaries and those entities where the
Company's interest is greater than 50%. Significant intercompany accounts
and transactions have been eliminated in consolidation.

Equity Method Investments

    All investments in which the Company has the ability to exercise
significant influence over the investee, but less than a controlling voting
interest, are accounted for using the equity method. Equity method
investments are recorded at original cost and adjusted periodically to
recognize the Company's proportionate share of the investees' net income or
losses after the date of the investment, additional contributions made and
dividends received. The Company evaluates the carrying value of its equity
method investments and tests for impairment in accordance with APB Opinion
No. 18.

Cash Equivalents

    Cash equivalents are short-term highly liquid investments purchased
with a maturity of three months or less. Cash equivalents were none and
approximately $25.5 million at December 31, 2001 and 2000, respectively,
and consisted of corporate commercial paper.

Marketable Securities

    Marketable securities are classified as available-for-sale, which are
carried at fair value. Unrealized holding gains and losses on securities,
net of tax, are carried as a separate component of shareholders' equity.
The amortized cost of debt securities is adjusted for amortization of
premiums and accretion of discounts to maturity. Such amortization is
included in interest income. Realized gains and losses and declines in
value judged to be other than temporary will be included in interest
income. The cost of securities sold or matured is based on the specific
identification method. Interest on securities is included in interest
income.

    Marketable securities at December 31, 2000 consisted of corporate
commercial paper. During the years ended December 31, 2001, 2000 and 1999,
there were no realized gains or losses on sales of securities.

Allowance for Doubtful Accounts

    The Company records an estimate of uncollectible accounts receivable
based on the current aging of its receivables and its prior collection
experience.

F-12

<PAGE>

3.  Significant Accounting Policies (continued)

Fixed Assets


    Fixed assets are stated at cost. Depreciation is computed by the
straight-line method over the estimated useful lives of the assets.
Estimated useful lives are as follows: operating equipment -- 3 to 15
years, computer hardware and software -- 3 or 5 years and other equipment
-- 2 to 7 years, except for leasehold improvements for which the estimated
useful lives are the term of the lease.


    Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. If the sum of the expected future undiscounted cash flows is
less than the carrying amount of the asset, a loss is recognized for the
difference between the fair value and carrying value of the asset.

Goodwill

    Goodwill is the excess of the purchase price over the fair value of net
assets acquired in business combinations accounted for as purchases.
Goodwill is amortized on a straight-line basis over the period benefited,
which is estimated to be 5 or 7 years. The Company continually evaluates
whether events and circumstances warrant revised estimates of useful lives
or recognition of a charge-off of carrying amounts. The Company continually
reviews the recoverability of goodwill, including enterprise level
goodwill. The recoverability of goodwill is assessed by determining whether
the amortization of the goodwill balance over its remaining life can be
recovered through undiscounted cash flows. The carrying value of goodwill
is adjusted to the present value of the future operating cash flows if the
undiscounted cash flow analysis indicates it cannot be recovered over its
remaining life. The present value of the future operating cash flows is
calculated using a discount rate that is equivalent to the rate that would
be required for a similar investment with like risks. If a portion or
separable group of assets of an acquired company is being disposed of,
goodwill is allocated to the asset to be disposed of based on the relative
fair values of those assets at the date of acquisition, unless another
method of allocation is more appropriate.

LMDS License Costs

    The costs incurred to acquire the Local Multipoint Distribution
Service, referred to as LMDS, licenses from the Federal Communications
Commission, referred to as the FCC, were deferred and will be amortized on
a straight-line basis over the term of the licenses upon the commencement
of operations. The Company continually reviews the recoverability of the
carrying value of LMDS licenses using the same methodology that it uses for
the evaluation of its other long-lived assets.

Intangible Assets

    Intangible assets include workforce and customer lists. These are
acquisition-related assets which are stated at their estimated fair value
as of the date acquired in a business combination accounted for as a
purchase, less accumulated amortization. Amortization is recorded on a
straight-line basis over estimated useful lives of 2 and 7 years. The
Company continually reviews the recoverability of the carrying value of the
intangible assets using the same methodology that it uses for the
evaluation of its other long-lived assets.


                                    F-13


<PAGE>


3.  Significant Accounting Policies (continued)

Other Assets

    Other assets include deferred financing costs and included notes
receivable from former officers of an acquired business. Deferred financing
costs were incurred in connection with the issuance of debt and are charged
to interest expense over the term of the related debt. The notes receivable
earned interest at 5% per annum and are due in 2002 and 2003.

Net (Loss) Per Share

    The Company reports its basic and diluted net (loss) per share in
accordance with Financial Accounting Standards Board, referred to as FASB,
Statement of Financial Accounting Standards, referred to as SFAS, No. 128,
"Earnings Per Share."

Revenue Recognition and Certain Cost Classifications

    Revenues are recognized at the time the service is rendered to the
customer or the performance of the service has been completed. Charges for
services that are billed in advance are deferred and recognized when
earned.

    Operating costs includes direct costs of sales and network costs.
Direct cost of sales includes the costs directly incurred primarily with
other telecommunications carriers in order to render services to customers.
Network costs include the costs of fiber and access, points of presence,
repairs and maintenance, rent, utilities and property taxes of the
telephone, Internet and data network, as well as salaries and related
expenses of network personnel.

Advertising Expense

    The Company charges the cost of advertising to expense as incurred.
Advertising costs for the years ended December 31, 2001, 2000 and 1999,
were $3,581,000, $8,683,000 and $4,407,000, respectively.

Stock-Based Compensation

    The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." The Company applies APB Opinion
No. 25, "Accounting for Stock Issued to Employees" and related
interpretations in accounting for its stock option plans.

Reclassifications

    Certain prior year amounts have been reclassified to conform to the
current year presentation.

                                    F-14

<PAGE>


4.  Recent Accounting Pronouncements

    In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," effective for the Company on
January 1, 2002. This Statement supercedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" and other related accounting guidance. The adoption of this
new standard had no significant effect on the results of operations,
financial condition or cash flows of the company.

    In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," effective for the Company on January 1, 2003. This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated
asset retirement costs. The Company is in the process of evaluating the
financial statement impact of the adoption of SFAS No. 143.

    In June 2001, the FASB issued SFAS No. 141, "Business Combinations,"
and No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Use of the pooling-of-interests
method is no longer permitted. SFAS No. 141 also includes guidance on the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination that is completed after June 30, 2001.
SFAS No. 142 ends the amortization of goodwill and indefinite-lived
intangible assets. Instead, these assets must be reviewed annually (or more
frequently under certain conditions) for impairment in accordance with this
statement. This impairment test uses a fair value approach rather than the
undiscounted cash flow approach previously required by SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." The Company adopted SFAS No. 142 on January 1,
2002. The adoption of this new standard had no significant effect on the
results of operations, financial condition or cash flows of the Company.

5.  Revenues

    The following is the revenues from external customers for each of the
Company's communication services:
<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                                -------------------------------------------------
                                                                      2001             2000             1999
                                                                ---------------  ---------------   --------------
<S>                                                             <C>              <C>               <C>
                 Local Exchange Services....................    $    95,272,000  $    62,960,000   $   40,463,000
                 Toll-related Telephony Services............         77,169,000       27,952,000        6,110,000
                 Internet Data and Web-related Services.....         93,997,000       34,157,000        6,996,000
                 Other (a)..................................         26,769,000        7,053,000        4,582,000
                                                                ---------------  ---------------   --------------
                                                                $   293,207,000  $   132,122,000   $   58,151,000
                                                                ===============  ===============   ==============
</TABLE>

----------

(a) Other includes wireless, paging and information services.

                                    F-15

<PAGE>


6.  Asset Impairments


    As of December 31, 2001, the Company performed an analysis of the
carrying values of its long-lived assets including goodwill. During 1999
and 2000, acquisitions were made against a background of increasing
consolidation and record valuations in the telecommunications industry.
This analysis was initiated because of the decline in the Company's stock
price and significantly lower valuations for companies within its industry.
Additionally, at the time of the Company's analysis, the book value of the
Company's net assets significantly exceeded its market capitalization.
Accordingly, the Company performed an analysis of the recoverability of its
long-lived assets and associated goodwill. The fair value of the Company's
assets was determined by discounting the Company's estimates of the
expected future cash flows related to these assets when the non-discounted
cash flows indicated that the long-lived assets would not be recoverable.
CoreComm Holdco recorded a write-down of goodwill of $186,160,000 and a
write-down of fixed assets of $14,529,000 in the fourth quarter of 2001
prior to the deconsolidation as result of this analysis and review.


    At March 31, 2001, the Company reduced the carrying amount of goodwill
related to two of its acquisitions by $167,599,000. In connection with the
reevaluation of its business plan and the decision to sell its non-CLEC
assets and business announced in April 2001, the Company was required to
report all long-lived assets and identifiable intangibles to be disposed of
at the lower of carrying amount or estimated fair value less cost to sell.
The carrying amount of goodwill related to these acquisitions was
eliminated before reducing the carrying amounts of other assets. The
estimated fair value of these businesses was determined based on
information provided by the investment bank retained for the purpose of
conducting this sale.

    At December 31, 2000, the Company wrote-off the carrying amount of
intangible assets from certain business combinations. The aggregate
write-off of $14,784,000 included goodwill of $6,690,000, workforce of
$577,000 and customer lists of $7,517,000. These assets were primarily
related to the Company's resale CLEC business, which was acquired in 1999.
The underlying operations, customer relationships and future revenue
streams had deteriorated significantly since the acquisition. These were
indicators that the carrying amount of the resale-related assets was not
recoverable. The Company estimated that the fair value of these assets was
zero due to the lack of potential buyers, the overall deterioration of the
resale CLEC business environment and because of the negative cash flow of
these resale businesses for the foreseeable future. The goodwill had useful
lives of 5 and 10 years, and the other intangibles had useful lives of 3
and 5 years.

    Also at December 31, 2000, in connection with the reevaluation of its
business plan announced in April 2001, the Company reduced the carrying
amount of its LMDS licenses by $21,136,000 to reflect their estimated fair
value. The estimated fair value was determined based on an analysis of
sales of other LMDS licenses.

7.  Acquisitions

    On September 29, 2000, the Company completed two significant
acquisitions. The Company acquired ATX, a CLEC providing integrated voice
and high-speed data services, including long distance, local, wireless and
network services through the use of telephone switching equipment and other
physical facilities in the New York -- Virginia corridor. ATX was acquired
for approximately $39.4 million in cash, approximately $108.7 million
principal amount of the Company's senior unsecured notes due 2003,
12,398,000 shares of the Company's common stock and 250,000 shares of the
Company's Series B preferred stock with a stated value of $250.0 million.
The common stock was valued at $178.7 million, the fair value at the time
of the third amendment to the ATX merger agreement on July 31, 2000. The
senior unsecured notes and the Series B preferred stock were valued at
$94.0 million and $67.3 million, respectively, the fair value on the date
of issuance. In addition, the Company incurred acquisition related costs of
approximately $9.7 million.

                                    F-16

<PAGE>



7.  Acquisitions (continued)

    The Company also acquired Voyager.net, Inc., referred to as Voyager, a
large independent Internet communications company focused on the Midwestern
United States. Voyager was acquired for approximately $36.1 million in cash
and 19,435,000 shares of the Company's common stock. The common stock was
valued at $154.6 million, the fair value at the time of the closing of the
transaction. In addition, the Company incurred acquisition related costs of
approximately $9.4 million and repaid approximately $24.0 million of
Voyager debt including accrued interest.

    The assets of ATX and Voyager were contributed to subsidiaries of
CoreComm Holdco.

    These acquisitions have been accounted for as purchases, and,
accordingly the net assets and results of operations of the acquired
businesses have been included in the consolidated financial statements from
the date of acquisition. The aggregate purchase price of $613.2 million
exceeded the estimated fair value of net tangible assets acquired by $585.8
million, which was allocated to goodwill.

    The pro forma unaudited consolidated results of operations for the year
ended December 31, 2000 assuming consummation of these acquisitions as of
January 1, 2000 is as follows:

                 Total revenue...........................     $    298,446,000
                 Net (loss)..............................         (403,846,000)
                 Basic and diluted net (loss) per share..                (6.06)

    In May 1999, the Company acquired 100% of the stock of MegsINet Inc., a
national Internet Service Provider, referred to as ISP, in Chicago for a
total consideration of $16.8 million in cash and 3,245,000 shares of the
Company's common stock. In addition, the Company exchanged MegsINet stock
options for options to purchase 444,000 shares of the Company's common
stock, repaid $2.0 million of MegsINet debt and incurred acquisition
related costs of $1.2 million. The common stock portion of the
consideration was valued at $30.8 million, the fair value on the date prior
to the announcement. The stock options were valued at $4.0 million using
the Black-Scholes option pricing model.

    Also in May 1999, the Company acquired the wireline assets of USN
Communications, Inc., which was a CLEC that operated on a resale basis, for
a cash payment of $26.4 million, warrants to purchase 563,000 shares of the
Company's common stock at a price of $13.33 per share and 225,000 shares at
a price of $22.22 per share, and a potential contingent cash payment which
was capped at $58.6 million. The contingent payment was payable only if the
USN assets met or exceeded operating performance thresholds. A contingent
payment is not expected to be required. The warrants were valued at $9.1
million, the fair value on the date of issuance. In addition, the Company
incurred acquisition related costs of $1.0 million.

    The assets of MegsINet and USN were contributed to subsidiaries of
CoreComm Holdco.

    These acquisitions have been accounted for as purchases, and,
accordingly, the net assets and results of operations of the acquired
businesses were included in the consolidated financial statements from the
dates of acquisition. The aggregate purchase price of $91.3 million
exceeded the fair value of the net tangible assets acquired by $75.6
million, which was allocated as follows: $13.3 million to customer lists,
$1.5 million to workforce and $60.8 million to goodwill.

                                    F-17

<PAGE>


8.  Equity Method Investments


    Effective with the completion of the first phase of the Holdco
recapitalization on December 28, 2001, the Company began accounting for its
ownership of approximately 13% of the outstanding shares of CoreComm Holdco
using the equity method. The Company consolidated CoreComm Holdco prior to
that date. The financial information of CoreComm Holdco as of December 31,
2001 has been restated to reflect CoreComm Holdco's use of carryover basis.


    Following is the condensed financial information of CoreComm Holdco and
subsidiaries as of December 31, 2001 and 2000 and for the years ended
December 31, 2001, 2000 and 1999:

<TABLE>
<CAPTION>

                                         Condensed Consolidated Balance Sheets

                                                                             December 31,     December 31,
                                                                                 2001             2000
                                                                           ---------------  ---------------
<S>                                                                      <C>              <C>
                       Assets
                       Current assets..................................    $    61,556,000  $    86,628,000
                       Fixed assets, net...............................         86,722,000      179,379,000
                       Intangible assets, net..........................        153,086,000      606,951,000
                       Other assets, net...............................         15,256,000       23,648,000
                                                                           ---------------  ---------------
                                                                           $   316,620,000  $   896,606,000
                                                                           ===============  ===============
                       Liabilities and shareholders' equity
                       Current liabilities.............................    $   145,350,000  $   187,312,000
                       Long-term debt and capital lease obligations....        160,487,000      109,990,000
                       Shareholders' equity............................         10,783,000      599,304,000
                                                                           ---------------  ---------------
                                                                           $   316,620,000  $   896,606,000
                                                                           ===============  ===============
</TABLE>


<TABLE>
<CAPTION>

              Condensed Consolidated Statements of Operations

                                                                    Year Ended         Year Ended         Year Ended
                                                                   December 31,       December 31,       December 31,
                                                                       2001               2000               1999
                                                                -----------------  -----------------  ----------------
<S>                                                             <C>                <C>                <C>
           Revenues.........................................    $    292,681,000   $    131,526,000   $     57,151,000
           Costs and expenses
           Operating........................................         224,807,000        142,323,000         57,551,000
           Selling, general and administrative..............          96,854,000        109,197,000         72,821,000
           Corporate........................................           5,648,000         11,224,000          6,686,000
           Non-cash compensation............................          21,638,000         43,440,000          1,056,000
           Other charges....................................          39,553,000         12,706,000                 --
           Asset impairments................................         368,288,000         35,920,000                 --
           Depreciation and amortization....................         145,364,000         73,037,000         19,546,000
                                                                ----------------   ----------------   ----------------
                                                                     902,152,000        427,847,000        157,660,000
                                                                ----------------   ----------------   ----------------
           Operating (loss).................................        (609,471,000)      (296,321,000)      (100,509,000)
           Other income (expense)
           Interest income and other, net...................           1,799,000          1,134,000             55,000
           Interest expense.................................         (25,647,000)        (5,929,000)        (2,624,000)
                                                                ----------------   ----------------   ----------------
           (Loss) before income taxes and extraordinary
             item...........................................        (633,319,000)      (301,116,000)      (103,078,000)
           Income tax provision.............................             (94,000)          (125,000)          (102,000)
                                                                ----------------   ----------------   ----------------
           (Loss) before extraordinary item.................        (633,413,000)      (301,241,000)      (103,180,000)
           Gain from extinguishment of debt.................          39,498,000                 --                 --
                                                                ----------------   ----------------   ----------------
           Net (loss).......................................    $   (593,915,000)  $   (301,241,000)  $   (103,180,000)
                                                                ================   ================   ================
</TABLE>

                                    F-18

<PAGE>

9.  Intangible Assets

    Intangible assets consist of:
<TABLE>
<CAPTION>

                                                                                              December 31,
                                                                                           2001       2000
<S>                                                                                       <C>   <C>
                    LMDS license costs...............................................     $  --  $   4,230,000
                    Workforce, net of accumulated amortization of none and
                      $198,000 (2000)................................................        --         52,000
                    Customer lists, net of accumulated amortization of none and
                      $530,000 (2000)................................................        --      1,810,000
                                                                                          -----  -------------
                                                                                          $  --  $   6,092,000
                                                                                          =====  =============
</TABLE>

10.  Fixed Assets

    Fixed assets consist of:
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                          2001            2000
                                                                      ------------  ----------
<S>                                                                   <C>           <C>
                             Operating equipment.................     $         --  $   124,335,000
                             Computer hardware and software......          386,000       53,471,000
                             Other equipment.....................           10,000       21,192,000
                             Construction-in-progress............               --       22,097,000
                                                                      ------------  ---------------
                                                                           396,000      221,095,000
                             Accumulated depreciation............         (250,000)     (41,444,000)
                                                                      ------------  ---------------
                                                                      $    146,000  $   179,651,000
                                                                      ============  ===============
</TABLE>

11.  Accrued Expenses

    Accrued expenses consist of:

<TABLE>
<CAPTION>

                                                                              December 31,
                                                                          2001          2000
                                                                      -----------  ---------
<S>                                                                   <C>          <C>
                                 Payroll and related..............    $        --  $    5,032,000
                                 Professional fees................             --       2,995,000
                                 Taxes, including income taxes....        205,000      14,829,000
                                 Accrued equipment purchases......             --      14,460,000
                                 Toll and interconnect............             --      20,628,000
                                 Interest.........................        214,000       4,495,000
                                 Dividends........................             --       3,405,000
                                 Acquisition costs................             --      16,090,000
                                 Other............................             --       8,309,000
                                                                      -----------  --------------
                                                                      $   419,000  $   90,243,000
                                                                      ===========  ==============
</TABLE>


                                    F-19


<PAGE>


12.  Long-Term Debt

    Long-term debt consists of:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                       2001             2000
                                                                                 ---------------  ----------
<S>             <C>                                                              <C>              <C>
                6% Convertible Subordinated Notes............................    $   164,750,000  $   175,000,000
                Senior unsecured notes due 2003, less unamortized
                  discount of $8,805,000 (2001) and $13,433,000 (2000).......         96,874,000       95,236,000
                Senior secured credit facility...............................                 --       91,100,000
                Working capital promissory note, interest at 8.5%............                 --        1,496,000
                Note payable for equipment, interest at 12.75%...............                 --        3,331,000
                Other........................................................                 --          160,000
                                                                                 ---------------  ---------------
                                                                                     261,624,000      366,323,000
                Less current portion.........................................                 --        7,699,000
                                                                                 ---------------  ---------------
                                                                                 $   261,624,000  $   358,624,000
                                                                                 ===============  ===============
</TABLE>

    At December 31, 2001, all of the senior unsecured notes due 2003 and
$160,000,000 aggregate principal amount of the 6% Convertible Subordinated
Notes were held by CoreComm Holdco.

    In October 1999, the Company issued $175,000,000 principal amount of 6%
Convertible Subordinated Notes due October 1, 2006, referred to as the
Convertible Notes. Interest on the Convertible Notes is payable
semiannually on April 1 and October 1 of each year, which commenced on
April 1, 2000. The Convertible Notes are unsecured obligations convertible
into common stock prior to maturity at a conversion price of $27.39 per
share, subject to adjustment. There are approximately 6,015,000 shares of
common stock reserved for issuance upon conversion of the Convertible
Notes. The Convertible Notes are redeemable, in whole or in part, at the
option of the Company, at any time on or after October 1, 2002, at a
redemption price of 103.429% that declines annually to 100% in 2006, in
each case together with accrued and unpaid interest to the redemption date.
The Company incurred $7,040,000 in fees and expenses in connection with the
issuance of the Convertible Notes, which is included in deferred financing
costs. In April 2001, $10,250,000 aggregate principal amount of the 6%
Convertible Subordinated Notes were converted into approximately 374,000
shares of the Company's common stock.

    In September 2000, the Company issued approximately $108,669,000
aggregate principal amount of senior unsecured notes to the former
stockholders of ATX. The senior unsecured notes mature on September 29,
2003. Interest on the notes is at an annual rate of 6.47% payable in either
cash or common stock, at the Company's election, on October 1 and April 1
of each year, which commenced on April 1, 2001. In 2001, the Company made
principal payments of $2,990,000.

    In September 2000, subsidiaries of CoreComm Holdco entered into a
senior secured credit facility with The Chase Manhattan Bank as lender,
administrative agent and collateral agent. The Company has unconditionally
guaranteed payment under the facility. The facility was amended and
restated in April 2001. The senior secured credit facility provides for
both a term loan facility and a revolving credit facility. The aggregate
amount available was amended to $156.1 million of which the term loan
facility is $106.1 million and the revolving credit facility is $50
million. As of April 2001, the entire amount available under the senior
secured credit facility had been borrowed.


                                    F-20

<PAGE>


12.  Long-Term Debt (continued)

    The term loan facility will amortize in quarterly installments of
principal commencing on December 31, 2003 with a final maturity on
September 22, 2008. The revolving credit facility shall be automatically
and permanently reduced in increasing quarterly installments of principal
commencing on December 31, 2003 with a termination date on September 22,
2008. In the event the remaining $4.75 million principal amount Convertible
Notes held by third parties have not been converted or refinanced on or
prior to April 1, 2006, then the facilities become payable in full on April
1, 2006.

    The interest rate on both the term loan facility and the revolving
credit facility was initially, at the Company's option, either 3.25% per
annum plus the base rate, which is the higher of the prime rate or the
federal funds effective rate plus 0.5% per annum; or the reserve-adjusted
London Interbank Offered Rate plus 4.25% per annum. In April 2001, the
interest rate was amended to, at the Company's option, either 3.5% per
annum plus the base rate, which is the higher of the prime rate or the
federal funds effective rate plus 0.5% per annum, or the reserve-adjusted
London Interbank Offered Rate plus 4.5% per annum. Interest is payable at
least quarterly. The unused portion of the facility is subject to a
commitment fee equal to 1.25% per annum payable quarterly, subject to
reduction to 1.00% per annum based upon the amount borrowed under the
facility. At December 31, 2001 and 2000, the effective interest rate on the
amounts outstanding was 6.86% and 10.982%, respectively. The rate at
December 31, 2001 is in effect through April 12, 2002.

    America Online, Inc., referred to as AOL, is a lender in the amended
credit facility. In connection with the financing in April 2001, the
Company entered into a marketing agreement with AOL to market a joint
CoreComm/AOL bundled package in the Company's market areas. In addition, in
connection with the financing in April 2001, the Company issued warrants to
purchase shares of its common stock. The estimated value of the warrants
plus the excess of the advertising commitment over its estimated fair value
to the Company aggregating $12,454,000 was recorded as a debt discount in
April 2001.

    In 1998, MegsINet entered into a working capital promissory note and a
note payable for operating equipment. MegsINet was required to make monthly
principal and interest payments through January 2002 for the working
capital note and through September 2001 for the equipment note. In 2001,
the holders of these notes agreed to accept cash of $400,000 and $800,000
in full settlement of all amounts due under the working capital note and
certain capital leases and the equipment note, respectively. Extraordinary
gains aggregating $4,067,000 were recorded as a result of these
settlements.

    In May 2001, the Company entered into an agreement with one of its
equipment vendors whereby $17,166,000 due to the vendor would be paid in
three payments in January, May and August 2002. In December 2001, the
Company and the vendor agreed to a modification of this arrangement in
which the Company paid $2,000,000 and returned certain of the equipment in
full settlement of the amount due. The Company recorded an extraordinary
gain of $7,628,000 as a result of this transaction.

    In April 2001, the Company and CoreComm Holdco as co-obligators issued
to Booth American Company $10 million aggregate principal amount of 10.75%
Unsecured Convertible PIK Notes Due April 2011. Interest on the notes was
at an annual rate of 10.75% payable semiannually on October 15 and April 15
of each year, commencing October 15, 2001. The interest was payable in kind
by the issuance of additional 10.75% Unsecured Convertible PIK Notes due
April 2011 in such principal amount as shall equal the interest payment
that was then due. The notes were convertible into the Company's common
stock prior to maturity at a conversion price of $1.00 per share, subject
to adjustment. Additional notes issued for interest had an initial
conversion price equal to 120% of the weighted average closing price of the
Company's common stock for a specified period. All of the outstanding
10.75% Unsecured Convertible PIK Notes Due April 2011 were exchanged for
shares of CoreComm Holdco in December 2001.

                                     F-21

<PAGE>

12.  Long-Term Debt (continued)

    CoreComm Holdco exchanged the approximately $10.8 million principal and
accrued interest of 10.75% Unsecured Convertible PIK Notes Due 2011 and the
approximately $18.0 million principal and accrued interest of 10.75% Senior
Unsecured Convertible PIK Notes Due 2010 (that were included in notes
payable to related parties) for shares of its common stock. CoreComm Holdco
recorded an extraordinary gain of $25,677,000 from the extinguishment of
these notes. Costs of $2,655,000 were incurred in connection with the
Holdco recapitalization which are included as an offset to the
extraordinary gain. In addition, CoreComm Holdco recorded an extraordinary
gain of $4,781,000 related to the settlement of other liabilities.

13.  Other Charges

    Other charges in 2001 include reorganization charges of $37,372,000 and
an adjustment to the reserve for notes receivable from former offices of
Voyager of $2,142,000. The reorganization charges relate to the Company's
announcements in May and July 2001 that it was taking additional actions to
reorganize, re-size and reduce operating costs and create greater
efficiency in various areas of the Company. A total of $21,386,000 of these
costs are for equipment and other assets that did not require any future
cash outlays. The employee severance and related costs in 2001 were for
approximately 630 employees to be terminated, none of whom were still
employed by the Company as of December 31, 2001. The major actions involved
in the 2001 reorganization included: (1) consolidation of functions such as
network operations, customer service and finance, (2) initiatives to
increase gross margins and (3) agreements with vendors to reduce or
eliminate purchase commitments. The consolidation of functions resulted in
employee terminations and the closing of offices. Employee severance and
related costs, lease exit costs and fixed assets and prepayment write-downs
include charges related to these actions. Initiatives to increase gross
margins resulted in consolidation of network assets and elimination of
redundant and less profitable facilities. Charges for these actions include
lease exit costs and fixed assets and prepayment write-downs. Finally,
reductions or elimination of purchase commitments resulted in agreement
termination charges. All of these actions are expected to be completed by
June 30, 2002. Fixed assets and prepayments written-off include $5.3
million related to vacated offices, $13.4 million for network assets in
abandoned markets and $2.7 million for prepayments in respect of ILEC
facilities in abandoned markets.

    Other charges in 2000 include a reserve of $8,700,000 for notes
receivable from former officers of Voyager, and reorganization charges of
$4,006,000. The employee severance and related costs in 2000 were for
approximately 250 employees to be terminated, none of whom were still
employed by the Company as of December 31, 2000.

    The following table summarizes the reorganization charges incurred and
utilized in 2000 and 2001:

<TABLE>
<CAPTION>

                                                    Employee
                                                    Severance     Lease                  Fixed Assets
                                                   And Related    Exit       Agreement        And
                                                      Costs       Costs    Terminations   Prepayments    Total
                                                                         (In thousands)
<S>                                                 <C>         <C>          <C>           <C>        <C>
                   Charged to expense.........      $  2,089    $  1,917     $    --       $     --   $   4,006
                   Utilized...................          (775)     (1,396)         --             --      (2,171)
                                                    --------    --------     -------       --------   ---------
                   Balance, December 31, 2000.         1,314         521          --             --       1,835
                   Charged to expense.........         3,409       6,928       6,572         21,772      38,681
                   Adjustments................          (996)         73          --           (386)     (1,309)
                   Utilized...................        (3,218)     (4,416)     (2,914)       (21,386)    (31,934)
                   Deconsolidation of CoreComm
                     Holdco...................          (509)     (3,106)     (3,658)            --      (7,273)
                                                    --------    --------     -------       --------   ---------
                   Balance, December 31, 2001.      $     --    $     --     $    --       $     --   $      --
                                                    ========    ========     =======       ========   =========
</TABLE>


F-22

<PAGE>

14.  Fair Values of Financial Instruments

    The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

    Cash and cash equivalents: The carrying amounts reported in the
consolidated balance sheets approximate fair value.

    Long-term debt: The fair value of the Company's convertible notes is
based on the quoted market price. The carrying amount of the variable rate
senior secured credit facility approximates the fair value. The fair value
of the Company's other notes payable are estimated using discounted cash
flow analyses, based on the Company's current incremental borrowing rates
for similar types of borrowing arrangements. The fair value at December 31,
2001 is based on the fair value of $0.9797 per share for the shares issued
by CoreComm Holdco in exchange for the notes.

    The carrying amounts and fair values of the Company's financial
instruments are as follows:

<TABLE>
<CAPTION>

                                                                December 31, 2001        December 31, 2000
                                                               Carrying      Fair       Carrying      Fair
                                                                Amount       Value       Amount       Value
                                                                              (In thousands)
<S>                                                          <C>           <C>        <C>           <C>
                     Cash and cash equivalents...........    $       109   $    109   $    25,802   $  25,802
                     Long-term debt:
                     Convertible notes...................        164,750      1,427       175,000      55,125
                     Working capital promissory note.....             --         --         1,496       1,392
                     Equipment note......................             --         --         3,331       2,496
                     Senior secured credit facility......             --         --        91,100      91,100
                     Senior unsecured notes due 2003.....         96,874      4,661        95,236      95,236
                     Notes payable to related parties....             --         --        16,170      15,355
                     Other...............................             --         --           160         138
</TABLE>

15.  Leases

    CoreComm Holdco has capital leases for certain of its operating
equipment. Leased property included in operating equipment consisted of:

<TABLE>
<CAPTION>

                                                                            December 31,
                                                                        2001        2000
<S>                                                                    <C>     <C>
                                     Operating equipment..........     $  --   $   41,859,000
                                     Accumulated depreciation.....        --       14,699,000
                                                                       $  --   $   27,160,000
                                                                       =====   ==============
</TABLE>

    As of December 31, 2001, the Company no longer has any operating
leases. CoreComm Holdco has leases for office space and equipment which
extend through 2013. Total rent expense for the years ended December 31,
2001, 2000 and 1999 under operating leases was $8,791,000, $7,764,000 and
$5,151,000, respectively.


                                    F-23


<PAGE>


16.  Related Party Transactions

    The due to CoreComm Holdco balance at December 31, 2001 includes 6%
Convertible Subordinated Notes and Senior Unsecured Notes Due 2003 interest
payable of $4,128,000 and preferred stock dividends payable of $19,338,000.

    In December 2000, CoreComm Holdco issued $16.1 million aggregate
principal amount of 10.75% Senior Unsecured Convertible PIK Notes Due
December 2010, which were a joint obligation of the Company and CoreComm
Holdco, to officers and directors of the Company and CoreComm Holdco.
Interest on the notes was at an annual rate of 10.75% payable semiannually
on January 1 and July 1 of each year, which commenced on July 1, 2001. The
interest was payable in kind by the issuance of additional Senior Unsecured
Convertible PIK Notes Due December 2010 in such principal amount equal to
the interest payment that was then due. The notes were convertible into
common stock prior to maturity at a conversion price of $5.00 per share,
subject to adjustment. The additional notes issued for interest had an
initial conversion price equal to 120% of the weighted average closing
price of the Company's common stock for a specified period. All of the
outstanding 10.75% Senior Unsecured Convertible PIK Notes Due December 2010
were exchanged for shares of CoreComm Holdco common stock in December 2001.

    Some of the officers and directors of the Company are also officers or
directors of NTL Incorporated, referred to as NTL. In April 2001, the
Company and CoreComm Holdco as co-obligors issued to NTL $15 million
aggregate principal amount of 10.75% Unsecured Convertible PIK Notes Due
April 2011. In addition, in April 2001, the Company issued warrants to NTL,
and the Company and CoreComm Holdco entered into a network and software
agreement with NTL. The estimated value of the warrants of $397,000 was
recorded as a debt discount in April 2001. Pursuant to the network and
software agreement with NTL, CoreComm Holdco will provide U.S. network
access for U.K. Internet traffic from NTL's U.K. customers for three years,
as well as a royalty free license to use certain provisioning software and
know-how.


    At December 31, 2001, CoreComm Holdco's liability for the 10.75%
Unsecured Convertible PIK Notes Due April 2011, less unamortized discount
of $367,000, was $15,807,000. Interest on the 10.75% Unsecured Convertible
PIK Notes Due April 2011 is at an annual rate of 10.75% payable
semiannually on October 15 and April 15 of each year, which commenced on
October 15, 2001. The interest is payable in kind by the issuance of
additional 10.75% Unsecured Convertible PIK Notes Due April 2011 in such
principal amount equal to the interest payment that is then due. Additional
notes issued for interest will have an initial conversion price equal to
120% of the weighted average closing price of the Company's common stock
for a specified period. The notes are convertible into the Company's common
stock prior to maturity at a conversion price of $1.00 per share, subject
to adjustment. However, NTL and the Company and CoreComm Holdco have
entered into an agreement relating to the conversion feature of the notes
following the Holdco recapitalization. Through that agreement, consistent
with the original terms of the notes, the Company and CoreComm Holdco have
agreed to exercise their right under the notes such that, following the
successful completion of the exchange offer to the holders of the Company's
common stock to exchange their shares for shares of CoreComm Holdco common
stock, the convertibility feature of the notes will be altered so that
rather than the note being convertible into shares of the Company's common
stock, the notes will become convertible into shares of CoreComm Holdco
common stock. At that time, the conversion price of $1.00 per share will be
equitably adjusted by applying the exchange ratio in the exchange offer,
which results in a new conversion price of $38.90 per share of CoreComm
Holdco common stock. NTL has agreed not to exercise its rights to convert
into the Company's common stock for six months from February 5, 2002
(unless that right has previously ceased as a result of the completion of
the exchange offer and the change in the convertibility feature). In the
event that the exchange offer is not completed, the conversion feature
would remain into the Company's common stock. These notes are redeemable,
in whole or in part, at the Company's option, at any time on or after April
12, 2003 at a redemption price of 103.429% that declines annually to 100%
in April 2007, in each case together with accrued and unpaid interest to
the redemption date.


                                    F-24


<PAGE>


16.  Related Party Transactions (continued)

    NTL provides CoreComm Holdco with management, financial, legal and
technical services, access to office space and equipment and use of
supplies. Amounts charged to CoreComm Holdco by NTL consist of salaries and
direct costs allocated to the Company where identifiable, and a percentage
of the portion of NTL's corporate overhead which cannot be specifically
allocated to NTL. Effective January 1, 2001, the percentage used to
allocate corporate overhead was reduced. It is not practicable to determine
the amounts of these expenses that would have been incurred had CoreComm
Holdco operated as an unaffiliated entity. In the opinion of management,
this allocation method is reasonable. For the years ended December 31,
2001, 2000 and 1999, NTL charged the Company $446,000, $1,186,000 and
$2,330,000, respectively, which is included in corporate expenses.

    CoreComm Holdco provided NTL with access to office space and equipment
and the use of supplies until August 2001. In the fourth quarter of 1999,
CoreComm Holdco began charging NTL a percentage of the Company's office
rent and supplies expense. It is not practicable to determine the amounts
of these expenses that would have been incurred had CoreComm Holdco
operated as an unaffiliated entity. In the opinion of management, this
allocation method is reasonable. In 2001, 2000 and 1999, CoreComm Holdco
charged NTL $121,000, $267,000 and $62,000, respectively, which reduced
corporate expenses.

    CoreComm Holdco provides billing and software development services to
subsidiaries of NTL. General and administrative expenses were reduced by
$1,883,000, $1,400,000 and $800,000 for the years ended December 31, 2001,
2000 and 1999, respectively, as a result of these charges.


    In 2001, CoreComm Holdco and NTL entered into a license agreement
whereby NTL was granted an exclusive, irrevocable, perpetual license to
certain billing software developed by CoreComm Holdco for telephony rating,
digital television events rating, fraud management and other tasks. The
sales price was cash of $12.8 million. The billing software was being used
by NTL at the time of this agreement, and was being maintained and modified
by CoreComm Holdco under an ongoing software maintenance and development
outsourcing arrangement between the companies. CoreComm Holdco recorded the
$12.8 million as deferred revenue to be recognized over a period of three
years which was the estimated amount of time the Company expected to
provide service under this arrangement. CoreComm Holdco recognized $2.5
million of this revenue in 2001.


    In March 2000, CoreComm Holdco and NTL announced that they had entered
into an agreement to link their networks in order to create an
international Internet backbone that commenced operations in February 2001.
The Company recognized revenue of $327,000 for the network usage in the
year ended December 31, 2001.

    CoreComm Holdco leases office space from entities controlled by an
individual who owns 32% of the outstanding CoreComm Holdco shares. Rent
expense for these leases for the year ended December 31, 2001 was
approximately $1.6 million.


                                    F-25


<PAGE>


17.  Net Loss Per Common Share

    The following table sets forth the computation of basic and diluted net
loss per common share:

<TABLE>
<CAPTION>


                                                                               Year Ended December 31,
                                                              ----------------------------------------
                                                                     2001               2000               1999
                                                              -----------------  -----------------  -----------
<S>                                                          <C>                <C>                <C>
             Numerator:
             (Loss) before extraordinary item............     $   (659,088,000)  $   (313,811,000)  $   (103,524,000)
             Preferred stock dividend....................          (17,808,000)        (4,491,000)                --
             Preferred stock accretion to redemption
               value.....................................           (4,579,000)        (1,099,000)                --
                                                              ----------------   ----------------   ----------------
             (Loss) available to common shareholders
               before extraordinary item.................         (681,475,000)      (319,401,000)      (103,524,000)
             Extraordinary item..........................           39,498,000                 --                 --
                                                              ----------------   ----------------   ----------------
             Net (loss) available to common
               shareholders..............................     $   (641,977,000)  $   (319,401,000)  $   (103,524,000)
                                                              ----------------   ----------------   ----------------
             Denominator for basic net loss per
               common share..............................          100,669,000         47,480,000         34,189,000
             Effect of dilutive securities...............                   --                 --                 --
                                                              ----------------   ----------------   ----------------
             Denominator for diluted net loss per
               common share..............................          100,669,000         47,480,000         34,189,000
                                                              ----------------   ----------------   ----------------
             Basic and diluted net loss per common
               share:
             (Loss) before extraordinary item............     $          (6.77)  $          (6.73)  $          (3.03)
             Extraordinary item..........................                 0.39                 --                 --
                                                              ----------------   ----------------   ----------------
             Net (loss) per common share.................     $          (6.38)  $          (6.73)  $          (3.03)
                                                              ================   ================   ================
</TABLE>


    The shares issuable upon the exercise of stock options and warrants and
upon the conversion of convertible securities are excluded from the
calculation of net loss per common share as their effect would be
antidilutive. At December 31, 2001, 2000 and 1999, the Company had 94.3
million, 41.7 million and 18.0 million shares, respectively, issuable upon
the exercise of stock options and warrants and the conversion of
convertible securities.

18.  401(k) Plan

    CoreComm Holdco sponsors a 401(k) Plan in which all full-time employees
who have completed 90 days of employment and are 21 years of age may
participate. CoreComm Holdco's matching contribution is determined annually
by the Board of Directors. Participants may make salary deferral
contributions of 1% to 15% of their compensation not to exceed the maximum
allowed by law. The expense for the years ended December 31, 2001, 2000 and
1999 was $380,000, $486,000 and $350,000, respectively.

19.  Shareholders' Equity

Stock Splits

    In August 1999, the Company declared a 3-for-2 stock split by way of a
stock dividend, which was paid on September 2, 1999. In January 2000, the
Company declared a 3-for-2 stock split by way of a stock dividend, which
was paid on February 2, 2000. The consolidated financial statements and the
notes thereto give retroactive effect to the stock splits.


                                    F-26


<PAGE>


19.  Shareholders' Equity (continued)

Preferred Stock

    In September 2000, the Company issued 50,000 shares of Series A
preferred stock in exchange for cash of $50 million. The Series A preferred
stock pays cumulative dividends at 8.5% per annum of the liquidation value
of $1,000 per share, payable quarterly in arrears which commenced on
December 31, 2000. At the Company's option, dividends may be paid either in
cash, shares of common stock or additional shares of Series A preferred
stock. The 50,000 shares of Series A preferred stock originally issued were
convertible at any time at the option of the holder into shares of common
stock at the stated liquidation value of $1,000 divided by the conversion
price of $14.36. In connection with the issuance of 10.75% Unsecured
Convertible PIK Notes in April 2001, the Company amended the conversion
price of the Series A preferred stock to $1.75 from $14.36. Effective July
2001, the conversion price of the Series A preferred stock was reduced by
5% to $1.66 upon the Company's failure to declare and pay dividends on the
Series A preferred stock for two consecutive periods. The conversion price
will continue to be reduced by 5% for each succeeding period of two
dividend periods as to which dividends shall not be declared and paid, up
to an aggregate reduction of $1.00. Any additional shares of Series A
preferred stock issued will have an initial conversion price equal to 120%
of the volume weighted average sale price of the Company's common stock for
a specified period. On September 29, 2010, the Company will be required to
redeem any shares of Series A preferred stock outstanding for $1,000 per
share plus accrued and unpaid dividends. At the Company's discretion, the
redemption price may be paid either in cash or in shares of common stock.
The Company may redeem the Series A preferred stock at a redemption price
of $1,000 per share, together with accrued and unpaid dividends, payable
either, at the Company's option in cash or in shares of common stock, or a
combination of both, beginning on September 29, 2002 if the 25-day volume
weighted average sale price of the Company's common stock exceeds certain
targets. In addition, the Series A preferred stock may be redeemed by the
Company at any time following September 29, 2005 at a redemption price of
$1,010 per share, together with accrued and unpaid dividends, payable
either in cash or in shares of common stock, or a combination of both.
Except as provided by law, holders of the preferred stock are not entitled
to vote on matters brought before the Company's stockholders.

    In September 2000, the Company issued 250,000 shares of Series B
preferred stock in connection with the ATX acquisition. The Series B
preferred stock pays cumulative dividends at an initial annual rate of $30
per share, payable quarterly in arrears, when, if and as declared by the
Board of Directors, which commenced on December 31, 2000. At the Company's
discretion, dividends may be paid either in cash or in shares of common
stock. The annual dividend increased to $50 per share on September 29, 2001
as a result of Senior Unsecured Notes due 2003 remaining outstanding on
that date. The annual dividend will increase to $70 per share on March 29,
2002 if, by that date, any of the senior unsecured notes due 2003 remain
unpaid. The Series B preferred stock has a liquidation preference of $1,000
per share, plus accumulated and unpaid dividends. The Series B preferred
stock is convertible at any time at the option of the holder into shares of
common stock at the stated liquidation preference of $1,000 divided by the
conversion price of $32.11. On September 29, 2020, the Company will be
required to redeem any shares of Series B preferred stock outstanding for
$1,000 per share plus accrued and unpaid dividends. At the Company's
discretion, the redemption price may be paid either in cash or in shares of
common stock. Except as provided by law, holders of the preferred stock are
not entitled to vote on matters brought before the Company's stockholders.

    As of December 31, 2001, there were 38,561,000 shares of common stock
reserved for issuance upon conversion of preferred stock.

    In December 2001, the holders of the Series A and Series B preferred
stock exchanged all of the outstanding shares of the Company's preferred
stock for shares of CoreComm Holdco common stock issued by CoreComm Holdco.


                                    F-27


<PAGE>


19.  Shareholders' Equity (continued)

Non-Cash Compensation

    In June 2001, the Company's Board of Directors approved the repricing
of certain stock options granted to employees. George Blumenthal, the then
Chairman of the Board, Barclay Knapp, the then President, and the members
of the Board of Directors did not participate in the repricing. Options to
purchase an aggregate of approximately 10.2 million shares of the Company's
common stock with an average exercise price of $10.70 per share were
repriced to $.25, $.75 or $1.25 per share, depending upon the original
exercise price. In accordance with APB No. 25 and related interpretations,
the Company is accounting for the repriced options as a variable plan.
CoreComm Holdco will recognize non-cash compensation expense for the
difference between the quoted market price of the Company's common stock
and the exercise price of the repriced options while the options remain
outstanding. The Board of Directors has taken this action to continue to
provide the appropriate performance incentives to those affected.

    In April 2000, the Compensation and Option Committee of the Board of
Directors approved the issuance of options to purchase approximately
2,747,000 shares of the Company's common stock to various employees at an
exercise price of $14.55, which was less than the fair market value of the
Company's common stock on the date of the grant. In accordance with APB
Opinion No. 25, in April 2000, CoreComm Holdco recorded non-cash
compensation expense of approximately $29.0 million and a non-cash deferred
expense of approximately $31.3 million. From April 2000 to December 31,
2000, $9.7 million of the deferred non-cash compensation was charged to
expense. In 2001, the remaining $21.6 million of the deferred non-cash
compensation was charged to expense.

    In November 2000, the Board of Directors approved the rescission of
certain previously exercised employee stock options. The Company issued
notes to employees for the repurchase of the 671,000 shares of common stock
for an aggregate of $6,803,000, which exceeded the fair market value of the
Company's common stock on the date of repurchase. The notes earned interest
at a rate of 4.5% and were redeemed by the Company in December 2000. The
Company recorded non-cash compensation of $4.7 million from these
transactions.

    The non-cash compensation charge of $1.1 million in 1999 was recorded
in accordance with APB Opinion No. 25, related to a change in employee
stock option agreements.

Shareholder Rights Plan

    The Company adopted a shareholder rights plan in September 2000. In
connection with the shareholder rights plan, the Board of Directors
declared and paid a dividend of one preferred share purchase right for each
share of common stock outstanding on October 16, 2000. Each right entitles
the holder, under certain potential takeover events, to purchase from the
Company one one-hundredth of a share of Series C Junior Participating
Preferred Stock, referred to as Series C Preferred Stock, at an exercise
price of $50.00, subject to adjustment. The rights expire in October 2010.
There are 1,000,000 shares of Series C Preferred Stock authorized for
issuance under the plan. No shares of Series C Preferred Stock are issued
or outstanding.

    The Series C Preferred Stock will be entitled to a minimum preferential
quarterly dividend payment of an amount equal to the greater of $.01 per
share or an aggregate dividend of 100 times the dividend, if any, declared
per share of common stock. In the event of liquidation, the holders of
Series C Preferred Stock will be entitled to a minimum preferential
liquidation payment of $1 per share plus accrued and unpaid dividends and
will be entitled to an aggregate payment of 100 times the payment made per
share of common stock. Each share of Series C Preferred Stock will have 100
votes and will vote together with the common stock. In the event of any
merger, consolidation or other transaction in which shares of common stock
are changed or exchanged, each share of Series C Preferred Stock will be
entitled to receive 100 times the amount received per share of common
stock. The rights are protected by customary antidilution provisions 19.
Shareholders' Equity (continued)


                                    F-28

<PAGE>


Warrants

    In connection with the amendment and restatement of the senior
unsecured credit facility in April 2001, the Company issued to lenders
warrants to purchase approximately 10.6 million shares of its common stock
at an exercise price of $.01 per share that expire in April 2011. Warrants
to purchase an aggregate of approximately 1.4 million shares of common
stock issued in December 2000 and January 2001 were canceled upon the
issuance of these new warrants.

    The Company had the following warrants outstanding as of December 31,
2001: (1) warrants to purchase an aggregate of 29,000 shares of common
stock at $13.75 per share issued in 1999 that expire in August 2008, (2)
warrants to purchase an aggregate of 225,000 shares of common stock at
$22.22 per share issued in 1999 that expire in May 2004, (3) warrants to
purchase an aggregate of 563,000 shares of common stock at $13.33 per share
issued in 1999 that expire in May 2002 and (4) warrants to purchase an
aggregate of 10,580,000 shares of common stock at $0.01 per share issued in
2001 that expire in April 2011. None of these warrants were exercised in
2001 or 2000.

    CoreComm Holdco has offered its common stock to the Company's
stockholders through a registered public exchange offer. If this exchange
offer and the subsequent merger are consummated, the Company's warrants
will be exercisable into common shares of CoreComm Holdco on an
as-converted basis, subject to the exchange ratio in the exchange offer.

Stock Options

    As of December 31, 2001, there were approximately 33,057,000 shares of
common stock reserved for issuance under the Company stock option plans,
referred to as the Plans, and there were approximately 8.4 million shares
available for issuance. The Plans provide that incentive stock options be
granted at the fair market value of the Company's common stock on the date
of grant, and nonqualified stock options be granted at a price determined
by the Compensation and Option Committee. Options are generally exercisable
as to 20% of the shares subject thereto on the date of grant and become
exercisable as to an additional 20% of the shares subject thereto on each
January 1 thereafter, while the optionee remains an employee of the
Company. Options will expire ten years after the date of the grant.

    In December 2001, the Company's Board of Directors, in connection with
the Holdco recapitalization, accelerated all outstanding options to acquire
shares of the Company's common stock so that all are presently fully vested
and exercisable. The Company recognized $8.7 million of deferred non-cash
compensation as a result of the acceleration of the vesting.

    The Company's options are not exercisable for shares of CoreComm
Holdco's common stock. In the event that CoreComm Holdco is successful in
consummating the exchange offers, the Company would become a subsidiary of
CoreComm Holdco. Subsequent to that time, CoreComm Holdco and the Company
intend to effect a merger between the Company and a subsidiary of CoreComm
Holdco which would have the effect of converting holders of any remaining
outstanding shares of the Company's common stock not owned by CoreComm
Holdco into shares of CoreComm Holdco at an exchange ratio identical to
that being offered in the exchange offers. Between now and that time, if
holders of the Company's options exercise their options, they would, at the
time of a merger, have the same rights as other holders of the Company's
common stock to have their shares of the Company converted into shares of
CoreComm Holdco at that exchange ratio. CoreComm Holdco may be required to
record non-cash compensation upon the ultimate resolution of the Company's
stock options.

                                    F-29


<PAGE>
19.  Shareholders' Equity (continued)

    In connection with the distribution of the Company to CCPR's
shareholders, the Company issued options to purchase approximately
1,877,000 shares of the Company's common stock to holders of CCPR stock
options who elected to receive options. In addition, the Company issued
warrants to purchase 6,153,000 shares of common stock to holders of CCPR
stock options who elected to receive warrants. These warrants are referred
to as distribution warrants.

    Pro forma information regarding net loss and net loss per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee warrants and stock options under the fair value
method of that Statement. The fair value for these warrants and options was
estimated at the date of grant using the Black-Scholes option pricing model
with the following weighted-average assumptions for 2001, 2000 and 1999:
risk-free interest rate of 4.47%, 5.30% and 6.81%, respectively, dividend
yield of 0%, volatility factor of the expected market price of the
Company's common stock of 1.276, .804 and .465, respectively, and a
weighted-average expected life of the warrants and options of 10 years.

    The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's distribution
warrants and stock options have characteristics significantly different
from those of traded options and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its distribution warrants and stock options.

    For purposes of pro forma disclosures, the estimated fair value of the
distribution warrants and options is amortized to expense over the options'
vesting periods. Following is the Company's pro forma information:

<TABLE>
<CAPTION>

                                                                                Year Ended December 31,
                                                               -------------------------------------------------------
                                                                      2001               2000               1999
                                                               -----------------  -----------------  -----------------
<S>                                                            <C>                <C>                <C>
            Pro forma net (loss)...........................    $   (704,596,000)  $   (389,127,000)  $   (128,795,000)
            Pro forma net (loss) per share-- basic and
              Diluted......................................    $          (7.22)  $          (8.31)  $          (3.77)
</TABLE>

    A summary of the Company's distribution warrants and stock option
activity and related information for the years ended December 31, 2001,
2000 and 1999 follows:
<TABLE>
<CAPTION>

                                                       2001                   2000                   1999
                                              ---------------------  ---------------------  ----------------------
                                                           Weighted-              Weighted-              Weighted-
                                                            Average                Average                Average
                                               Number of   Exercise   Number of   Exercise   Number of   Exercise
                                                Options      Price     Options      Price     Options      Price
<S>                                           <C>          <C>       <C>         <C>        <C>         <C>
                 Outstanding -- beginning of
                   Period.................    19,349,000    $13.69   10,754,000    $15.37    9,765,000    $ 5.51
                 Granted..................    16,822,000      0.65   10,404,000     10.98    7,925,000     19.56
                 Exercised................         3,000      1.49    1,640,000      7.61    5,606,000      6.27
                 Forfeited................     13,971,000    12.16      169,000     14.09    1,330,000      6.27
                                               ----------             ---------              ---------
                 Outstanding -- end of
                   Period.................     22,197,000   $ 4.80    19,349,000   $13.69    10,754,000   $15.37
                                               ==========             ==========             ==========
                 Exercisable at end of
                   Period.................     22,197,000   $ 4.80    10,112,000   $12.51    3,438,000    $10.11
                                               ==========             ==========             =========
</TABLE>

    Weighted-average fair value of distribution warrants and options,
calculated using the Black-Scholes option pricing model, granted during
2001, 2000 and 1999 is $0.12, $14.04, and $14.28, respectively.

                                    F-30

<PAGE>


19.  Shareholders' Equity (continued)

    The following table summarizes the status of the distribution warrants
and stock options outstanding and exercisable at December 31, 2001:
<TABLE>
<CAPTION>


                                                                                      Warrants and Stock Options
                                        Warrants and Stock Options Outstanding                Exercisable
                                                       Weighted-
                     Range of                          Remaining       Weighted-                       Weighted-
                     Exercise          Number of      Contractual       Average        Number of        Average
                      Prices            Options          Life       Exercise Price      Options     Exercise Price
                 ----------------   --------------  --------------  ------------------------------  --------------
<S>                 <C>      <C>      <C>             <C>               <C>           <C>               <C>
                    $0.02 to $3.03    17,012,000      8.7 years         $ 0.632       $ 7,012,000       $ 0.632
                    $5.86 to $7.94       576,000      6.6 years         $ 6.261           576,000       $ 6.261
                  $12.96 to $14.55       299,000      8.3 years         $13.909           299,000       $13.909
                  $18.78 to $22.33     4,310,000      7.5 years         $20.491         4,310,000       $20.491
                                       ---------                                      -----------
                             Total     22,197,000                                      22,197,000
                                       ==========                                     ===========
</TABLE>


20.  Income Taxes

<TABLE>
<CAPTION>

    The provision for income taxes consists of the following:

                                                                  Year Ended December 31,
                                                              2001        2000         1999
                                                           ---------  -----------  --------
<S>                                                       <C>        <C>         <C>
                                    Current:
                                      Federal..........    $      --  $        --  $   106,000
                                      State and local..       98,000      250,000      625,000
                                                           ---------  -----------  -----------
                                    Total current......       98,000      250,000      731,000
                                                           ---------  -----------  -----------
                                    Deferred:
                                      Federal..........           --           --           --
                                      State and local..           --           --           --
                                                           ---------  -----------  -----------
                                    Total deferred.....           --           --           --
                                                           ---------  -----------  -----------
                                                           $  98,000  $   250,000  $   731,000
                                                           =========  ===========  ===========
</TABLE>

    Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
As a result of the Holdco recapitalization, the Company's only material
asset at December 31, 2001 is its investment in CoreComm Holdco. The
Company had no other deferred tax assets or liabilities at December 31,
2001. Significant components of the Company's deferred tax assets are as
follows:
<TABLE>
<CAPTION>

                                                                                    December 31,
                                                                               2001               2000
                                                                        -----------------  ----------------
<S>                                                                    <C>               <C>
                      Deferred tax assets:
                        Investment in subsidiaries...................   $    209,000,000   $             --
                        Depreciation.................................                 --          1,226,000
                        Net operating losses.........................                 --        109,245,000
                        Allowance for doubtful accounts..............                 --          4,414,000
                        Amortization of goodwill.....................                 --          7,405,000
                        Accrued expenses.............................                 --         35,820,000
                        Asset impairments............................                 --          8,546,000
                        Other........................................                 --            174,000
                                                                        ----------------   ----------------
                                                                             209,000,000        166,830,000
                      Valuation allowance for deferred tax assets....       (209,000,000)      (166,830,000)
                                                                        ----------------   ----------------
                      Net deferred tax assets........................   $             --   $             --
                                                                        ================   ================
</TABLE>

    The deferred tax assets have been fully offset by a valuation allowance
due to the uncertainty of realizing such tax benefit.


                                     F-31

<PAGE>

20.  Income Taxes (continued)

    Due to the completion of the debt cancellation in first phase of the
Holdco recapitalization in December 2001, the Company realized for tax
purposes approximately $265 million of income, most of which is not subject
to tax as a result of an exception set forth in the Internal Revenue Code.
To the extent that such amount is excluded from taxable income, the
Company's tax attributes, consisting of net operating loss, referred to as
NOL, carryforwards, including NOL carryforwards of subsidiaries which were
part of the consolidated group, of which the Company was parent at the time
of income realization, are subject to reduction. After reduction, the
Company's NOL carryforwards are reduced to zero.

    The reconciliation of income taxes computed at U.S. federal statutory rates
to income tax expense is as follows:
<TABLE>
<CAPTION>

                                                                                  December 31,
                                                             ------------------------------------------------
                                                                    2001               2000              1999
                                                             -----------------  -----------------  ----------
<S>                                                        <C>                <C>                 <C>
               Benefit at federal statutory rate
                 (35%)...................................    $   (216,822,000)  $   (109,746,000)  $   (35,978,000)
               State and local income taxes..............              98,000            250,000           625,000
               Expenses not deductible for tax
                 Purposes................................         135,311,000         34,429,000         2,160,000
               Foreign income not subject to U.S. tax....                  --                 --          (399,000)
               U.S. losses with no benefit...............          81,511,000         75,317,000        34,323,000
                                                             ----------------   ----------------   ---------------
                                                             $         98,000   $        250,000   $       731,000
                                                             ================   ================   ===============
</TABLE>

21.  Commitments and Contingent Liabilities

    Fiberstream, Inc., a wholly-owned subsidiary of the Company, has an
obligation under an agreement with the City of New York to pay an annual
franchise fee in the amount of the greater of (a) 5% of gross revenue (as
defined in the agreement) or (b) $200,000. Estimated quarterly payments
begin on the earlier of (a) the date that Fiberstream completes
construction of its initial backbone or (b) November 2002. Additionally,
Fiberstream has an obligation to provide equipment, cash or services to the
City of New York with a value of not more than $100,000 over 15 years.

    The Company is involved in various disputes, arising in the ordinary
course of its business, which may result in pending or threatened
litigation. None of these matters are expected to have a material adverse
effect on the Company's financial position, results of operations or cash
flows. However, certain of these matters, if resolved unfavorably to us,
could have a material adverse effect on the Company's business, financial
condition and/or results of operations:

    o   CoreComm Newco, Inc., an indirect, wholly-owned subsidiary of
        CoreComm Holdco referred to as CoreComm Newco, is currently in
        litigation with Ameritech Ohio, a supplier from whom it purchases
        telecommunications products and services, over the adequacy of
        Ameritech's performance under a 1998 contract between CoreComm Newco
        and Ameritech, and related issues. This litigation began in June 2001
        when Ameritech threatened to stop processing new orders following
        CoreComm Newco's exercise of its right under the contract to withhold
        payments for Ameritech's performance failures. In response to this
        threat, CoreComm Newco sought and received an order from an official
        of the Public Utilities Commission of Ohio, referred to as the PUCO,
        barring Ameritech from refusing to process new CoreComm orders.
        Ameritech has appealed that order to the PUCO and the appeal is still
        pending.


                                    F-32


<PAGE>


21.  Commitments and Contingent Liabilities (continued)

        On July 5, 2001, Ameritech filed a claim with the PUCO seeking
        payment from CoreComm Newco of approximately $8,600,000 allegedly
        owed under the contract. On August 8, 2001, Ameritech filed a
        second claim against CoreComm Newco in Ohio state court, seeking an
        additional approximately $4,300,000 in allegedly improperly
        withheld amounts. These claims were subsequently consolidated in
        the United States District Court, with an amended complaint from
        Ameritech seeking a total of approximately $14,400,000.

    o   On December 26, 2001, CoreComm Newco filed its answer to
        Ameritech's amended complaint and simultaneously filed three
        counterclaims against Ameritech and some of its affiliates,
        alleging breach of contract, antitrust violations, and fraudulent
        or negligent misrepresentation. In lieu of filing an answer to
        CoreComm Newco's counterclaims, Ameritech filed a series of motions
        on March 25, 2002, asking the Court to dismiss certain of CoreComm
        Newco's counterclaims. CoreComm Newco's response to those motions
        is currently due on April 17, 2002 and it intends to oppose
        Ameritech's requests for dismissal vigorously.

        The Company believes that CoreComm Newco has meritorious defenses
        to Ameritech's amended complaint, and that the amount currently in
        dispute is substantially less than the $14,400,000 claimed in
        Ameritech's amended complaint. For example, the figure specified in
        Ameritech's complaint does not account for (a) more than $4.1
        million in refunds that Ameritech contends it has already credited
        to CoreComm Newco's accounts since filing its complaint, and (b)
        payments that were made by CoreComm Newco in the ordinary course
        after the time of Ameritech's submission. However, the Company
        cannot be certain how the matter will be resolved. The Company also
        believes that, to the extent Ameritech prevails with respect to any
        of its claims, Ameritech's award may be offset in whole or in part
        by amounts that CoreComm Newco is seeking to obtain from Ameritech
        under its counterclaims. However, it is impossible at this time to
        predict the outcome of the litigation.

    o   Certain operating subsidiaries of CoreComm Holdco are currently
        involved in litigation with certain subsidiaries of Verizon
        Communications, Inc., referred to as Verizon, relating to the
        timeliness and accuracy of Verizon's wholesale billing processes,
        the legitimacy of various charges that have been levied by Verizon,
        and the propriety of Verizon's effort to collect those charges by
        threatening to implement an account embargo and service suspension
        on the ability of CoreComm Holdco's subsidiaries to process new and
        pending service orders unless payment is made on the amounts
        demanded.

        On or about January 31, 2002, the subsidiaries of CoreComm Holdco
        operating in Delaware, District of Columbia, Maryland,
        Massachusetts, New York, Pennsylvania and received correspondence
        from Verizon claiming that Verizon was owed a total of
        approximately $14 million for services allegedly provided in those
        states and threatening to activate embargo procedures on their
        accounts if payment of the alleged amounts was not received. In
        response, the subsidiaries challenged the accuracy of Verizon's
        figures and provided formal written notice to Verizon disputing its
        claims and reiterating their several prior requests that Verizon
        provide additional information to support its contentions and
        resolve a variety of apparently systemic problems with its
        wholesale billing systems. Additionally, the subsidiaries in
        Pennsylvania, New York and Massachusetts proceeded to initiate
        litigation against Verizon before the appropriate regulatory
        authorities and/or in civil court.

        After further discussions and agreements between the parties, on
        February 28, 2002 Verizon withdrew its embargo threats in all
        states except Massachusetts. In Massachusetts, Verizon filed an
        answer to the complaint along with counterclaims seeking
        approximately $1.4 million in payment for allegedly past due
        charges. CoreComm Massachusetts is currently preparing an answer to
        these counterclaims that will dispute the accuracy of Verizon's
        contentions and discussions regarding a mutually agreeable
        resolution of the matter are continuing between the parties.


                                    F-33

<PAGE>

21.  Commitments and Contingent Liabilities (continued)

        In Pennsylvania, litigation between ATX Telecommunications and
        Verizon is continuing. In the meantime, on March 4, 2002 ATX
        received a letter from Verizon asserting that Verizon is owed
        approximately $5.7 million in allegedly past due charges and
        threatening to implement a service embargo. ATX is currently
        reviewing Verizon's claims against its own billing records and
        believes that the amount at issue could be substantially less than
        the amount claimed by Verizon when taking into account (a)
        Verizon's historical billing errors, (b) payments that have been or
        will be made in the ordinary course, and (c) unresolved disputes
        over prior charges. Accordingly, on March 29, 2002, ATX filed a
        petition with the Hearing Examiner in its complaint case advising
        that the $5.7 million figure alleged in Verizon's embargo letter
        has been placed into dispute by ATX due to Verizon's billing
        errors, that approximately $3 million of erroneous charges have
        already been found which ATX believes should be deducted from the
        claimed amount, and asking the Hearing Examiner to issue an order
        that would prevent Verizon from implementing a service embargo
        during the pendancy of the complaint proceeding. ATX intends to
        vigorously litigate its complaint regarding Verizon's billing
        errors, including the longstanding, apparently systemic problems
        that ATX has experienced with Verizon's billing systems, and pursue
        all available claims, counterclaims and offsets, including
        defending against any effort to implement any embargo or service
        suspension. However, it cannot presently predict how the matter
        will be resolved and if Verizon were to prevail on its claims
        and/or activate an account embargo or service suspension, it could
        have a material adverse affect on our business, financial condition
        and/or results of operations.

    o   On December 3, 2001, General Electric Capital Corp. filed a lawsuit
        in the Circuit Court of Cook County, Illinois against CoreComm
        Limited and MegsINet, Inc., an indirect subsidiary of CoreComm
        Holdco, seeking approximately $8 million in allegedly past due
        amounts under a capital equipment lease agreement between Ascend and
        MegsINet. GECC is seeking all amounts allegedly owed under the lease
        as well as repossession of the equipment. On February 19, 2002, the
        defendants filed a motion to dismiss certain of GECC's claims. GECC's
        response to the motion is currently due on April 9, 2002, defendants'
        reply is presently due on April 26, 2002 and oral argument on the
        motions is presently scheduled for May 13, 2002. CoreComm Holdco is
        currently in settlement discussions with GECC regarding these claims.

    o   On May 25, 2001, KMC Telecom, Inc. and some of its operating
        subsidiaries filed an action in the Supreme Court of New York for New
        York County against CoreComm Limited, Cellular Communications of
        Puerto Rico, Inc., CoreComm New York, Inc. and MegsINet, Inc. On that
        same date, KMC filed the same cause of action in the Circuit Court of
        Cook County, IL. Upon defendant's Motion to Stay the New York action,
        KMC voluntarily dismissed the Illinois litigation and the matter is
        currently proceeding in New York. KMC contends that it is owed
        approximately $2 million, primarily in respect of alleged early
        termination liabilities, under a services agreement and a collocation
        agreement with MegsINet. The defendants have denied KMC's claims and
        have asserted that the contracts at issue were signed without proper
        authorization, that KMC failed to perform under the alleged
        contracts, and that the termination penalties are not enforceable.
        The defendants have served discovery and intend to defend themselves
        in coordination with one of their insurance carriers.


                                    F-34

<PAGE>

21.  Commitments and Contingent Liabilities (continued)


    o   On July 6, 2001, MCI initiated a compulsory arbitration action
        against CoreComm Holdco's subsidiary CoreComm Communications, Inc. in
        connection with a dispute arising under a carrier services agreement
        between the parties. The arbitration demand contends that MCI is owed
        in excess of $1.9 million for circuits that were allegedly ordered by
        CoreComm Communications, Inc. under a carrier agreement. MCI has
        subsequently asserted that under one theory of the case premised on
        its reading of provisions relating to alleged early termination
        penalties, its claims could exceed $10 million, and under another
        theory involving a different computation its claims could exceed $4.5
        million. The defendant has denied MCI's claims, asserting that the
        circuits were never ordered under the contract and have been
        improperly billed by MCI, and the defendant does not agree with MCI's
        various damages theories. MCI has admitted that there are no signed
        written orders for a substantial majority of the circuits, and the
        contract states that all orders must be submitted in writing signed
        by the ordering party. Discovery in this matter has been completed,
        and the case is currently scheduled for trial before the arbitrator
        in April 2002. The defendant is litigating the suit vigorously and
        pursuing all available claims and defenses.


    o   The Company received correspondence from a law firm on behalf of
        Weston Telecommunications, L.L.C., referred to as Weston, asserting
        that Weston is the assignee of certain rights of Easton Telecom
        Services, Inc., referred to as Easton, under an asset purchase
        agreement approved as part of the bankruptcy disposition of Teligent,
        Inc., and demanding payment of approximately $4.9 million for
        telecommunications services purportedly provided under alleged
        contracts between Easton and MegsINet, Inc. On March 1, 2002, Easton
        Telecom Services, LLC., formerly known as Weston, initiated
        litigation in the Northern District of Ohio against CoreComm Internet
        Group, Inc. asserting the claims discussed above. The defendant has
        investigated Weston's claims and does not believe that they have
        merit. Defendant's answer to Easton's complaint is presently due on
        April 24, 2001 and the Company intends to defend itself vigorously
        and pursue all available claims and defenses, including multiple
        defenses to the validity of the alleged contracts at issue.

    o   Fiberstream, Inc., a direct subsidiary of CoreComm Limited, has been
        in communications with Metromedia Fiber Networks, Inc., referred to
        as MFN, regarding a dispute between the parties under a General
        Agreement dated September 29, 2000 and a related Product Order of the
        same date. The dispute centers around the accuracy of certain
        statements that were made by MFN concerning the nature of its network
        at the time of contracting, the timeliness of the installation of the
        circuits by MFN under the agreement, and Fiberstream's obligation, if
        any, to make payments in respect of those circuits. MFN has indicated
        that unless payment is made for the circuits, it may initiate
        arbitration under the agreement and seek early termination penalties
        in excess of approximately $1.1 million. Fiberstream has rejected
        MFN's demands and has advised that it will defend itself vigorously
        and pursue all available counterclaims, including claims for
        fraudulent inducement relating to the execution of the contract and
        damages arising from MFN's alleged failure to perform under the
        contract. The parties have discussed the prospect of settling their
        respective claims without resort to litigation and those discussions
        are presently ongoing.

    o   On October 9, 2001, Enavis Networks, Inc. filed an action in the
        Circuit Court of Pinellas County, Florida against CoreComm Limited
        asserting that Enavis is owed approximately $420,000 relating to
        the alleged sale and installation of telecommunications equipment
        by Enavis. The Company filed a motion to dismiss this action for
        lack of personal jurisdiction over the Company in Florida and this
        motion is still pending. Upon resolution of the motion to dismiss
        in Florida and assuming that the matter proceeds in litigation, the
        Company intends to defend this action vigorously and assert
        counterclaims against Enavis arising from Enavis' failure to
        provide equipment complying with CoreComm's specifications.

                                    F-35

<PAGE>

21.  Commitments and Contingent Liabilities (continued)

    o   On or about September 14, 2001, a lawsuit was filed by WXIII/Far Yale
        Gen-Par, LLC, as General Partner of WXIII/Far Yale Real Estate
        Limited Partnership, referred to as Yale, against CoreComm
        Communications, Inc., a direct, wholly-owned subsidiary of CoreComm
        Holdco, and CoreComm Limited seeking approximately $172,500 in unpaid
        rent, interest and other charges allegedly owed under a commercial
        real estate lease between Yale and CoreComm Communications as to
        which CoreComm Limited is the guarantor. On or about February 5,
        2002, Yale filed a motion with the court requesting permission to
        amend the complaint to specify a revised figure of $404,290.87 as the
        amount allegedly due under the lease and to add an additional count
        asking the court to issue a preliminary injunction preventing the
        defendants from transferring, selling, assigning, encumbering or
        otherwise hypothecating any of their assets, including any debt or
        equity interests in their subsidiaries, except for usual and ordinary
        expenses paid in the usual and ordinary course of business. On
        February 27, 2002, Yale's motion for a preliminary injunction was
        denied subject to the substitution of CoreComm Holdco for CoreComm
        Limited as guarantor on the lease and Yale's motion to specify the
        revised figure of $404, 290.87 was granted. The defendants are
        currently proceeding to make the substitution relating to the
        guarantee and are litigating the matter vigorously.


                                    F-36

<PAGE>

<TABLE>
<CAPTION>

                     CORECOMM LIMITED AND SUBSIDIARIES

              SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS


            Col. A                      Col. B               Col. C                       Col. D            Col. E
-----------------------------        ------------   -----------------------          ---------------    ----------
                                                            Additions
                                                        (1)          (2)
                                                    -----------------------
                                                                      Charged to
                                      Balance at      Charged to         Other                          Balance at
                                     Beginning of      Costs and       Accounts-        Deductions-       End of
            Description                 Period         Expenses         Describe         Describe         Period
            -----------              ------------      --------        --------         -----------     -----------
<S>                                <C>                <C>            <C>            <C>                 <C>
Year ended December 31, 2001:
  Allowance for doubtful
     Accounts................         $11,034,000   $ 7,143,000         $  --        $(18,177,000)(a)    $        --
Year ended December 31, 2000:
  Allowance for doubtful
     Accounts................         $ 3,949,000   $ 7,130,000         $  --        $    (45,000)(b)    $11,034,000
Year ended December 31, 1999:
  Allowance for doubtful
     Accounts................         $   742,000   $ 3,241,000         $  --        $    (34,000)(c)    $ 3,949,000
</TABLE>


----------

(a) Uncollectible accounts written-off, net of recoveries, of $8,418,000
    and deconsolidation of $9,759,000 of allowance for doubtful accounts of
    CoreComm Holdco.

(b) Uncollectible accounts written-off, net of recoveries, of $9,269,000
    offset by $9,224,000 allowance for doubtful accounts as of acquisition
    date from business combinations.

(c) Uncollectible accounts written-off, net of recoveries, of $24,688,000
    offset by $24,654,000 allowance for doubtful accounts as of acquisition
    date from business combinations.

                                    F-37

<PAGE>




                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                     AND FINANCIAL STATEMENT SCHEDULES


<TABLE>
<CAPTION>

The following consolidated financial statements of CoreComm Holdco, Inc. and Subsidiaries are included in Item
14(d):

<S>                                                                                                           <C>
Reports of Independent Auditors ...............................................................................S-2
Consolidated Balance Sheets -  December 31, 2001 and 2000  ................................................... S-3
Consolidated Statements of Operations - Years Ended December 31, 2001, 2000 and 1999  .........................S-4
Consolidated Statement of Shareholders' Equity - Years Ended December 31, 2001, 2000 and 1999 .................S-5
Consolidated Statements of Cash Flows - Years Ended December 31, 2001, 2000 and 1999...........................S-6
Notes to Consolidated Financial Statements ....................................................................S-7

The following consolidated financial statement schedules of CoreComm Holdco, Inc. and Subsidiaries are included
in Item 14(d):

Schedule I - Condensed Financial Information of Registrant  ..................................................S-33
Schedule II - Valuation and Qualifying Accounts ..............................................................S-38

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted.
</TABLE>

                                     S-1

<PAGE>

                       Report of Independent Auditors







Shareholders and Board of Directors
CoreComm Holdco, Inc.

    We have audited the consolidated balance sheets of CoreComm Holdco,
Inc. and Subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 2001. Our
audits also included the financial statement schedules listed in the index
at item 14(d). These financial statements and schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of CoreComm Holdco, Inc. and Subsidiaries at December 31, 2001 and
2000, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedules,
when considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.


    The consolidated balance sheet at December 31, 2001 has been restated
as described in Note 1.


                                             /s/ ERNST & YOUNG LLP


New York, New York
March 29, 2002, except for the first paragraph of Note 18, as to which the
    date is April 12, 2002



                                     S-2


<PAGE>

<TABLE>
<CAPTION>

                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS


                                                                                                    December 31,
                                                                                              2001                2000
                                                                                      -------------------  -----------------
                                                                                            Restated*
                                         ASSETS
<S>                                                                                 <C>                   <C>
     Current assets:
       Cash and cash equivalents..................................................    $       24,966,000   $      22,773,000
       Marketable securities......................................................                    --           2,686,000
       Accounts receivable-- trade, less allowance for
          doubtful accounts of $9,759,000 (2001) and $11,034,000
          (2000)..................................................................            32,261,000          34,148,000
       Due from CoreComm Limited..................................................               646,000             638,000
       Due from NTL Incorporated..................................................                    --          17,345,000
       Other......................................................................             3,683,000           9,038,000
                                                                                      ------------------   -----------------
     Total current assets.........................................................            61,556,000          86,628,000
     Fixed assets, net............................................................            86,722,000         179,379,000
     Investment in CoreComm Limited...............................................             3,863,000                  --
     Goodwill, net of accumulated amortization of $120,242,000
       (2001) and $42,028,000 (2000)..............................................           147,380,000         600,859,000
     Intangible assets, net.......................................................             5,706,000           6,092,000
     Other, net of accumulated amortization of 1,045,000 (2001)
       and $211,000 (2000)........................................................            11,393,000          23,648,000
                                                                                      ------------------   -----------------
                                                                                      $      316,620,000   $     896,606,000
                                                                                      ==================   =================
                               LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities:
       Accounts payable...........................................................    $       37,348,000   $      72,876,000
       Accrued expenses...........................................................            67,766,000          64,558,000
       Due to NTL Incorporated....................................................               917,000                  --
       Current portion of long-term debt, notes payable and
          capital lease obligations...............................................             9,667,000          20,182,000
       Deferred revenue...........................................................            29,652,000          29,696,000
                                                                                      ------------------   -----------------
     Total current liabilities....................................................           145,350,000         187,312,000
     Long-term debt, less unamortized discount....................................           144,413,000          91,127,000
     Notes payable to related parties, less unamortized
       discount...................................................................            15,807,000          16,170,000
     Capital lease obligations....................................................               267,000           2,693,000
     Commitments and contingent liabilities
     Shareholders' equity:
       Series preferred stock-- $.01 par value, authorized
          10,000,000 shares; issued and outstanding none..........................                    --                  --
       Common stock-- $.01 par value; authorized 250,000,000
          shares; issued and outstanding 30,000,000 (2001) and
          28,542,000 (2000) shares................................................               300,000             285,000
       Additional paid-in capital.................................................         1,022,634,000       1,038,893,000
       Deferred non-cash compensation.............................................                    --         (21,638,000)
       (Deficit)..................................................................        (1,012,151,000)       (418,236,000)
                                                                                      ------------------   -----------------
                                                                                              10,783,000         599,304,000
                                                                                      ------------------   -----------------
                                                                                      $      316,620,000   $     896,606,000
                                                                                      ==================   =================


*See Note 1

                          See accompanying notes.
</TABLE>

                                     S-3

<PAGE>


<TABLE>
<CAPTION>

                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                 Year Ended December 31,
                                                                ------------------------------------------------------
                                                                       2001               2000               1999
                                                                -----------------  -----------------  ----------------
<S>                                                             <C>                <C>                <C>
           Revenues.........................................    $    292,681,000   $    131,526,000   $     57,151,000
           Costs and expenses
           Operating........................................         224,807,000        142,323,000         57,551,000
           Selling, general and administrative..............          96,854,000        109,197,000         72,821,000
           Corporate........................................           5,648,000         11,224,000          6,686,000
           Non-cash compensation............................          21,638,000         43,440,000          1,056,000
           Other charges....................................          39,553,000         12,706,000                 --
           Asset impairments................................         368,288,000         35,920,000                 --
           Depreciation.....................................          47,976,000         30,641,000         10,916,000
           Amortization.....................................          97,388,000         42,396,000          8,630,000
                                                                ----------------   ----------------   ----------------
                                                                     902,152,000        427,847,000        157,660,000
                                                                ----------------   ----------------   ----------------
           Operating (loss).................................        (609,471,000)      (296,321,000)      (100,509,000)
           Other income (expense)
           Interest income and other, net...................           1,799,000          1,134,000             55,000
           Interest expense.................................         (25,647,000)        (5,929,000)        (2,624,000)
                                                                ----------------   ----------------   ----------------
           (Loss) before income taxes and extraordinary
             item...........................................        (633,319,000)      (301,116,000)      (103,078,000)
           Income tax (provision)...........................             (94,000)          (125,000)          (102,000)
                                                                ----------------   ----------------   ----------------
           (Loss) before extraordinary item.................        (633,413,000)      (301,241,000)      (103,180,000)
           Gain from extinguishment of debt.................          39,498,000                 --                 --
                                                                ----------------   ----------------   ----------------
           Net (loss).......................................    $   (593,915,000)  $   (301,241,000)  $   (103,180,000)
                                                                ================   ================   ================
           Basic and diluted net (loss) per share:
           (Loss) before extraordinary item.................    $         (22.15)  $         (10.55)  $          (3.62)
           Extraordinary item...............................                1.38                 --                 --
                                                                ----------------   ----------------   ----------------
           Net (loss).......................................    $         (20.77)  $         (10.55)  $          (3.62)
                                                                ================   ================   ================
           Weighted average number of shares................          28,599,000         28,542,000         28,542,000
                                                                ================   ================   ================
</TABLE>


In the year ended December 31, 2001, non-cash compensation expense includes
$3.9 million that would have been included in operating expense, $13.4
million that would have been included in selling, general and
administrative expense and $4.3 million that would have been included in
corporate expense had the compensation been paid in cash. In the year ended
December 31, 2000, non-cash compensation expense includes $5.9 million that
would have been included in operating expense, $25.0 million that would
have been included in selling, general and administrative expense and $12.5
million that would have been included in corporate expense had the
compensation been paid in cash. In the year ended December 31, 1999,
non-cash compensation expense includes $345,000 that would have been
included in operating expense and $711,000 that would have been included in
selling, general and administrative expense had the compensation been paid
in cash.

                          See accompanying notes.


                                     S-4
<PAGE>

<TABLE>
<CAPTION>

                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                           Restated - See Note 1


                                                                                       Deferred
                                                 Common Stock         Additional       Non-Cash
                                               Shares        Par    Paid-In Capital  Compensation      (Deficit)
<S>                                         <C>          <C>        <C>             <C>            <C>
                 Balance, December 31,
                   1998...................   28,542,000  $285,000  $   49,808,000                  $   (13,815,000)
                 Capital contributions....                            196,892,000
                 Net (loss) for the year
                   ended December 31, 1999                                                            (103,180,000)
                                             ----------  --------  --------------    -----------   ---------------
                 Balance, December 31,
                   1999...................   28,542,000   285,000     246,700,000                     (116,995,000)
                 Capital contributions....                            792,193,000
                 Deferred non-cash
                   Compensation...........                                           $(31,338,000)
                 Non-cash compensation
                   Expense................                                             9,700,000
                 Net (loss) for the year
                   ended December 31, 2000                                                            (301,241,000)
                                             ----------  --------  --------------    -----------   ---------------
                 Balance, December 31,
                   2000...................   28,542,000   285,000   1,038,893,000    (21,638,000)     (418,236,000)
                 Capital distributions....                            (23,164,000)
                 Shares issued in Holdco
                   Recapitalization.......    1,458,000    15,000       1,413,000
                 Shares held by CoreComm
                   Limited issued in Holdco
                   Recapitalization.......                              5,492,000
                 Non-cash compensation
                   Expense................                                            21,638,000
                 Net (loss) for the year
                   ended December 31, 2001                                                            (593,915,000)
                                             ----------  --------  --------------    -----------   ---------------
                 Balance, December 31,
                   2001...................   30,000,000  $300,000  $1,022,634,000    $        --   $(1,012,151,000)
                                             ==========  ========  ==============    ===========   ===============
</TABLE>


The Consolidated Statement of Shareholders' Equity reflects on a
retroactive basis the 3-for-1 stock split by way of a stock dividend paid
on April 12, 2002.

                          See accompanying notes.

                                     S-5
<PAGE>


<TABLE>
<CAPTION>

                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                  Year Ended December 31,
                                                                 ----------------------------------------
                                                                        2001               2000               1999
                                                                 -----------------  -----------------  -----------
<S>                                                              <C>              <C>                <C>
          Operating activities
            Net (loss)........................................   $   (593,915,000)  $   (301,241,000)  $   (103,180,000)
            Adjustments to reconcile net (loss) to net cash
               (used in) operating activities:
               Depreciation and amortization..................        145,364,000         73,037,000         19,546,000
               Gain from extinguishment of debt...............        (39,498,000)                --                 --
               Reorganization charges.........................         26,932,000                 --                 --
               Non-cash compensation..........................         21,638,000         43,440,000          1,056,000
               Amortization of original issue discount........          6,256,000                 --                 --
               Provision for losses on accounts
                 Receivable...................................          7,143,000          7,130,000          3,241,000
               Asset impairments..............................        368,288,000         35,920,000                 --
               Accretion of interest on marketable
                 Securities...................................            (51,000)            24,000                 --
               Other..........................................         (2,473,000)           996,000             19,000
               Changes in operating assets and liabilities,
                 net of effect from business acquisitions:
                 Accounts receivable..........................         (5,174,000)        (7,405,000)         3,333,000
                 Due from affiliates..........................         18,140,000        (17,349,000)         1,193,000
                 Other current assets.........................          2,369,000            576,000         (3,152,000)
                 Other assets.................................         12,773,000         (1,249,000)        (3,447,000)
                 Accounts payable.............................        (25,594,000)        17,574,000          5,275,000
                 Accrued expenses.............................         21,073,000         (5,078,000)         3,388,000
                 Deferred revenue.............................            (44,000)        17,213,000            (61,000)
                                                                 ----------------   ----------------   ----------------
          Net cash (used in) operating activities.............        (36,773,000)      (136,412,000)       (72,789,000)
          Investing activities
          Purchase of fixed assets............................         (5,221,000)       (65,211,000)       (20,296,000)
          Acquisitions, net of cash acquired..................                 --        (98,613,000)       (47,056,000)
          Purchase of marketable securities...................                 --         (2,710,000)                --
          Proceeds from sale of marketable securities.........          2,737,000                 --                 --
                                                                 ----------------   ----------------   ----------------
          Net cash (used in) investing activities.............         (2,484,000)      (166,534,000)       (67,352,000)
          Financing activities
          Capital contributions (distributions)...............        (28,614,000)       232,472,000        151,885,000
          Proceeds from borrowings, net of financing
            Costs.............................................         88,679,000        103,503,000            480,000
          Principal payments..................................        (10,508,000)        (5,936,000)        (3,469,000)
          Principal payments of capital lease obligations.....         (8,107,000)       (15,568,000)        (2,379,000)
                                                                 ----------------   ----------------   ----------------
          Net cash provided by financing activities...........         41,450,000        314,471,000        146,517,000
                                                                 ----------------   ----------------   ----------------
          Increase in cash and cash equivalents...............          2,193,000         11,525,000          6,376,000
          Cash and cash equivalents at beginning of
            Period............................................         22,773,000         11,248,000          4,872,000
                                                                 ----------------   ----------------   ----------------
          Cash and cash equivalents at end of period..........   $     24,966,000   $     22,773,000   $     11,248,000
                                                                 ================   ================   ================
          Supplemental disclosure of cash flow
            information
          Cash paid for interest..............................   $     13,197,000   $      4,008,000   $      2,032,000
          Income taxes paid...................................                 --            159,000            185,000
          Supplemental schedule of non-cash investing
            activities
          Capital contributions of non-cash net assets........   $      5,450,000   $    559,721,000   $     45,007,000
          Liabilities incurred to acquire fixed assets........          6,595,000         35,626,000         19,621,000
          Supplemental schedule of non-cash financing
            activities
          Shares issued in the Holdco recapitalization........   $      6,905,000   $             --   $             --
</TABLE>


                          See accompanying notes.

                                     S-6

<PAGE>



                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Organization and Business

Organization

    CoreComm Holdco, Inc., referred to as the Company, was formed in May 1998
as a Bermuda corporation. It was a wholly-owned subsidiary of CoreComm
Limited until December 2001. In July 1999, the Company was domesticated under
the laws of Delaware.

    CoreComm Limited, formerly a wholly-owned subsidiary of Cellular
Communications of Puerto Rico, Inc., referred to as CCPR, was formed in
March 1998 in order to succeed to the businesses and assets that were
operated by OCOM Corporation. Operations commenced in April 1998. In
September 1998, CCPR made a cash contribution to CoreComm Limited of
$150,000,000 and distributed 100% of the outstanding shares of CoreComm
Limited on a one-for-one basis to CCPR's shareholders.

Business

    The Company provides integrated local and toll-related telephone,
Internet and high-speed data services to business and residential customers
located principally in Pennsylvania, Ohio, New Jersey, Michigan, Wisconsin,
Maryland, Illinois, New York, Virginia, Delaware, Massachusetts,
Washington, D.C. and Indiana.

Basis of Preparation

    Effective with the completion of the first phase of the Holdco
recapitalization on December 28, 2001, CoreComm Limited began accounting
for its ownership of approximately 13% of the outstanding shares of the
Company using the equity method. CoreComm Limited accounted for the Company
as a consolidated subsidiary prior to that date. The Company originally
accounted for this transaction at fair value, but has determined it was
more appropriately accounted for at historical cost. This required the
Company to restate its balance sheet at December 31, 2001. The principal
effect of the restatement was to reduce intangible assets, long-term debt
and shareholders' equity (deficiency) by $30,663,000, $12,054,000 and
$18,609,000, respectively.

Liquidity

    The Company anticipates that it will have sufficient cash to execute
its revised business plan. However, there can be no assurance that: (1)
actual costs will not exceed the amounts estimated or that additional
funding will not be required, (2) the Company and its subsidiaries will be
able to generate sufficient cash from operations to meet capital
requirements, debt service and other obligations when required, (3) the
Company will be able to access such cash flow, (4) the Company will be able
to sell assets or businesses, or (5) the Company will not be adversely
affected by interest rate fluctuations.

    The Company and its subsidiaries may not generate sufficient cash flow
from operations to repay at maturity the entire principal amount of its
outstanding indebtedness. Accordingly, the Company may be required to
consider a number of measures, including: (1) refinancing all or a portion
of such indebtedness, (2) seeking modifications to the terms of such
indebtedness, (3) seeking additional debt financing, which may be subject
to obtaining necessary lender consents, (4) seeking additional equity
financing, (5) sales of assets or businesses or (6) a combination of the
foregoing.


                                     S-7

<PAGE>

                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.  Organization and Business (continued)

    The Company's ability to raise additional capital in the future will be
dependent on a number of factors, such as general economic and market
conditions, which are beyond its control. If the Company is unable to
obtain additional financing or obtain it on favorable terms, it may be
required to further reduce its operations, forego attractive business
opportunities, or take other actions which could adversely affect its
business, results of operations and financial condition.

2.  Holdco Recapitalization

    In April 2001, the Company and CoreComm Limited completed a
reevaluation of their business plan in light of current market conditions
and made significant modifications to the plans. The Company streamlined
its strategy and operations to focus on its two most successful and
promising lines of business. The first is integrated communications
products and other high bandwidth/data/web-oriented services for the
business market. The second is bundled local telephony and Internet
products efficiently sold, serviced and provisioned via Internet-centric
interfaces to the residential market.

    Also in April 2001, the Company and CoreComm Limited commenced a
process to potentially sell their assets and businesses that are not
directly related to their competitive local exchange carrier, referred to
as CLEC, business, and retained advisors for the purpose of conducting this
sale. The Company's CLEC assets and businesses include its local and
toll-related telephone services that compete with the incumbent local
exchange carrier, referred to as ILEC.

    In October 2001, the Company and CoreComm Limited commenced the Holdco
recapitalization. CoreComm Limited entered into agreements with numerous
holders of its 6% Convertible Subordinated Notes Due 2006 whereby the
holders agreed, among other things, to exchange their notes for the amount
of the October 1, 2001 interest payment of $4.8 million in the aggregate in
cash and shares of the Company's common stock. The exchange was completed
in December 2001, including the payment of the $4.8 million by CoreComm
Limited.

    On December 28, 2001, the Company completed the first phase of the
Holdco recapitalization, which was the exchange of shares of its common
stock for substantial amounts of the outstanding indebtedness of CoreComm
Limited, substantial amounts of the outstanding indebtedness of the Company
and CoreComm Limited as co-obligors and all of the outstanding preferred
stock of CoreComm Limited.

                                     S-8

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.  Holdco Recapitalization (continued)

    The following summarizes the indebtedness and preferred stock that was
exchanged for shares of the Company's common stock in December 2001:
<TABLE>
<CAPTION>


                                                                                                      Principal Amount or
        Description                                         Date Issued            Issuer          Stated Value when Issued
        -----------                                     -----------------  ---------------------   ------------------------
<S>                                                   <C>                <C>                     <C>
        10.75% Unsecured Convertible PIK                April 2001         CoreComm Limited        $10.0 million
          Notes due 2011                                                   and the Company
        10.75% Senior Unsecured Convertible             December 2000      CoreComm Limited        $16.1 million
          PIK Notes Due 2010                                               and the Company
        Senior Unsecured Notes Due September            September 2000     CoreComm Limited        $108.7 million
          29, 2003
        6% Convertible Subordinated Notes Due           October 1999       CoreComm Limited        $175.0 million(1)
          2006
        Series A and Series A-1 Preferred               September 2000     CoreComm Limited        $51.1 million
          Stock
        Series B Preferred Stock                        September 2000     CoreComm Limited        $250.0 million
----------
</TABLE>


(1) $164.75 million was outstanding as of December 31, 2001, of which $160
    million was exchanged.


    As indicated above, the Company exchanged the approximately $10.8
million principal and accrued interest of 10.75% Unsecured Convertible PIK
Notes Due 2011 and the approximately $18.0 million principal and accrued
interest of 10.75% Senior Unsecured Convertible PIK Notes Due 2010 for
shares of its common stock. The Company recorded an extraordinary gain of
$25.7 million from the extinguishment of these notes, and incurred costs of
$2.7 million in connection with the Holdco recapitalization. This gain is
based on the fair value of $0.9797 per share for the shares issued by the
Company in exchange for the notes.

    As a result of the completed exchanges in December 2001, approximately
87% of the Company's outstanding shares, or 26,056,806 shares, are owned by
the former holders of indebtedness of the Company and CoreComm Limited and
the former holders of CoreComm Limited preferred stock, and approximately
13% of the Company's outstanding shares, or 3,943,248 shares, continue to
be held by the CoreComm Limited.


    As part of the second phase of the Holdco recapitalization, on February
8, 2002, the Company launched registered public exchange offers whereby it
is offering to exchange its shares of common stock which will have been
registered under the Securities Act of 1933, as amended, pursuant to a Form
S-4 registration statement to all holders of CoreComm Limited common stock
and all remaining holders of 6% Convertible Subordinated Notes due 2006 of
CoreComm Limited for their CoreComm Limited common stock and their notes,
respectively. As soon as practicable after accepting at least 90% of the
outstanding shares of CoreComm Limited common stock in the exchange offers,
the Company plans to transfer all such shares to a newly formed,
wholly-owned subsidiary and to merge this subsidiary into CoreComm Limited
with CoreComm Limited surviving the merger as a wholly-owned subsidiary of
the Company.

                                     S-9

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.  Holdco Recapitalization (continued)


    As a result of the first phase of the Holdco recapitalization, the
Company holds $160 million principal amount of the CoreComm Limited's 6%
Convertible Subordinated Notes, approximately $105.7 million principal
amount of CoreComm Limited's Senior Unsecured Notes and all of CoreComm
Limited's outstanding preferred stock. CoreComm Limited has agreed that it
will surrender to the Company, immediately following the merger, all shares
of our common stock that it owns, other than the number of shares of our
common stock deliverable upon conversion of public notes not tendered in
the exchange offer for public notes or converted prior to the completion of
the merger. Therefore, if the merger is completed, CoreComm Limited will
own no common stock of the Company, and thus will own no material assets,
since the common stock of the Company is CoreComm Limited's only material
asset. In exchange for CoreComm Limited surrendering such shares of the
Company's common stock, CoreComm Limited and the Company have agreed to
waivers and amendments to delay CoreComm Limited from having to make any
payments with respect to these securities. If such a merger does not occur,
CoreComm Limited does not anticipate that it will have the financial
resources to meet the obligations under its notes and preferred stock if
the Company requires it to do so.


    Under the exchange offer, those shareholders and noteholders who
exchange their shares and notes, respectively, will receive shares of the
Company, and would no longer have securities of CoreComm Limited.

    CoreComm Limited may lack the resources to meet the obligations of the
remaining $4.75 million principal amount of 6% Convertible Subordinated
Notes that are not held by the Company. CoreComm Limited also remains a
party liable under the $156.1 million senior secured credit facility, has
no right to withdraw any additional money under that facility, and does not
expect to be able to raise additional financing in the foreseeable future.
CoreComm Limited has a liquidity problem that raises substantial doubt
about its ability to continue as a going concern. CoreComm Limited intends
to resolve its liquidity problem through the completion of the Holdco
recapitalization exchange offers, however the exchange offers may not be
completed.


    The Company holds $160 million principal amount of CoreComm Limited's
6% Convertible Subordinated Notes Due 2006, approximately $105.7 million
principal amount of CoreComm Limited's Senior Unsecured Notes due September
29, 2003, approximately 51,000 shares of CoreComm Limited's Series A
preferred stock and 250,000 shares of CoreComm Limited's Series B preferred
stock as a result of the exchanges. As of December 31, 2001, the Company's
investment in CoreComm Limited notes and preferred stock was $3,863,000 and
amounts due from CoreComm Limited were $646,000.


    On December 17, 2001, Nasdaq granted CoreComm Limited an exception to
Nasdaq's stockholder approval requirements permitting the Holdco
recapitalization to proceed without a vote of CoreComm Limited's
stockholders because requiring a stockholder vote would seriously
jeopardize CoreComm Limited's financial viability. Pursuant to
conversations with Nasdaq, the Company and CoreComm Limited intend to
transfer CoreComm Limited's current listing to the Company following
successful completion of the exchange offers. The Company expects to become
the Nasdaq listed entity and to be subject to the continued inclusion
requirements of the Nasdaq National Market.


    On February 14, 2002, CoreComm Limited received written notification
from Nasdaq indicating that it failed to comply with the minimum market
value of publicly held shares and minimum bid price requirements for
continued listing on the Nasdaq National Market. CoreComm Limited has until
May 15, 2002 to regain compliance. If the Holdco recapitalization is not
successfully completed and CoreComm Limited does not regain compliance by
this date, Nasdaq stated that it will then provide CoreComm Limited written
notification that its common stock will be delisted from the Nasdaq
National Market.



S-10

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3.  Significant Accounting Policies

Use of Estimates

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Such estimates and assumptions impact, among
others, the following: the amount of uncollectible accounts receivable, the
amount to be paid to terminate certain agreements included in
reorganization costs, the amount to be paid to settle certain toll and
interconnection liabilities, the amount to be paid as a result of certain
sales and use tax audits, potential liabilities arising from other sales
tax matters and estimates related to the value of long-lived assets,
goodwill and other intangible assets. Actual results could differ from
those estimates.

Principles of Consolidation

    The consolidated financial statements include the accounts of the
Company, its wholly-owned subsidiaries and those entities where the
Company's interest is greater than 50%. Significant intercompany accounts
and transactions have been eliminated in consolidation.

Cash Equivalents

    Cash equivalents are short-term highly liquid investments purchased
with a maturity of three months or less. Cash equivalents were
approximately $24.3 million and $22 million at December 31, 2001 and 2000,
respectively, and consisted of corporate commercial paper.

Marketable Securities

    Marketable securities are classified as available-for-sale, which are
carried at fair value. Unrealized holding gains and losses on securities,
net of tax, are carried as a separate component of shareholders' equity.
The amortized cost of debt securities is adjusted for amortization of
premiums and accretion of discounts to maturity. Such amortization is
included in interest income. Realized gains and losses and declines in
value judged to be other than temporary will be included in interest
income. The cost of securities sold or matured is based on the specific
identification method. Interest on securities is included in interest
income.

    Marketable securities at December 31, 2000 consisted of corporate
commercial paper. During the years ended December 31, 2001, 2000 and 1999
there were no realized gains or losses on sales of securities.

Allowance for Doubtful Accounts

    The Company records an estimate of uncollectible accounts receivable
based on the current aging of its receivables and its prior collection
experience.

Fixed Assets

    Fixed assets are stated at cost. Depreciation is computed by the
straight-line method over the estimated useful lives of the assets.
Estimated useful lives are as follows: operating equipment -- 3 to 15
years, computer hardware and software -- 3 or 5 years and other equipment
-- 2 to 7 years, except for leasehold improvements for which the estimated
useful lives are the term of the lease.

                                    S-11

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3.       Significant Accounting Policies (continued)

    Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. If the sum of the expected future undiscounted cash flows is
less than the carrying amount of the asset, a loss is recognized for the
difference between the fair value and carrying value of the asset.

Goodwill

    Goodwill is the excess of the purchase price over the fair value of net
assets acquired in business combinations accounted for as purchases.
Goodwill is amortized on a straight-line basis over the period benefited,
which is estimated to be 5 or 7 years. The Company continually evaluates
whether events and circumstances warrant revised estimates of useful lives
or recognition of a charge-off of carrying amounts. The Company continually
reviews the recoverability of goodwill, including enterprise level
goodwill. The recoverability of goodwill is assessed by determining whether
the amortization of the goodwill balance over its remaining life can be
recovered through undiscounted cash flows. The carrying value of goodwill
is adjusted to the present value of the future operating cash flows if the
undiscounted cash flows analysis indicates it cannot be recovered over its
remaining life. The present value of the future operating cash flows is
calculated using a discount rate that is equivalent to the rate that would
be required for a similar investment with like risks. If a portion or
separable group of assets of an acquired company is being disposed of,
goodwill would be allocated to the assets to be disposed of based on the
relative fair values of those assets at the date of acquisition, unless
another method of allocation is more appropriate.

LMDS License Costs

    The costs incurred to acquire the Local Multipoint Distribution
Service, referred to as LMDS, licenses from the Federal Communications
Commission, referred to as the FCC, were deferred and will be amortized on
a straight-line basis over the term of the licenses upon the commencement
of operations. The Company continually reviews the recoverability of the
carrying value of LMDS licenses using the same methodology that it uses for
the evaluation of its other long-lived assets.

Intangible Assets

    Intangible assets include workforce and customer lists. These are
acquisition-related assets which are stated at their estimated fair value
as of the date acquired in a business combination accounted for as a
purchase, less accumulated amortization. Amortization is recorded on a
straight-line basis over estimated useful lives of 2 and 7 years. The
Company continually reviews the recoverability of the carrying value of the
intangible assets using the same methodology that it uses for the
evaluation of its other long-lived assets.

Other Assets

    Other assets include deferred financing costs and notes receivable from
former officers of an acquired business. Deferred financing costs were
incurred in connection with the issuance of debt and are charged to
interest expense over the term of the related debt. The notes receivable
earn interest at 5% per annum and are due in 2002 and 2003.


                                    S-12


<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3.  Significant Accounting Policies (continued)

Net (Loss) Per Share

    The Company reports its basic and diluted net (loss) per share in
accordance with Financial Accounting Standards Board, referred to as FASB,
Statement of Financial Accounting Standards, referred to as SFAS, No. 128,
"Earnings Per Share." The weighted average shares used in the computation
of net (loss) per share reflects the stock split in 2001 on a retroactive
basis.

Revenue Recognition and Certain Cost Classifications

    Revenues are recognized at the time the service is rendered to the
customer or the performance of the service has been completed. Charges for
services that are billed in advance are deferred and recognized when
earned.

    Operating costs includes direct costs of sales and network costs.
Direct cost of sales includes the costs directly incurred primarily with
other telecommunications carriers in order to render services to customers.
Network costs include the costs of fiber and access, points of presence,
repairs and maintenance, rent, utilities and property taxes of the
telephone, Internet and data network, as well as salaries and related
expenses of network personnel.

Advertising Expense

    The Company charges the cost of advertising to expense as incurred.
Advertising costs for the years ended December 31, 2001, 2000 and 1999 were
$3,581,000, $8,683,000 and $4,407,000, respectively.

Stock-Based Compensation

    The Company's employees participate in the CoreComm Limited stock
option plans. CoreComm Limited has adopted the disclosure-only provisions
of SFAS No. 123, "Accounting for Stock-Based Compensation". CoreComm
Limited applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations in accounting for its stock option
plans. The Company's financial statements include amounts for stock-based
compensation charged by CoreComm Limited to the Company.

4.  Recent Accounting Pronouncements

    In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," effective for the Company on
January 1, 2002. This Statement supercedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" and other related accounting guidance. The adoption of this
new standard had no significant effect on the results of operations,
financial condition or cash flows of the company.

    In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," effective for the Company on January 1, 2003. This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated
asset retirement costs. The Company is in the process of evaluating the
financial statement impact of the adoption of SFAS No. 143.


                                    S-13

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

4.  Recent Accounting Pronouncements (continued)

    In June 2001, the FASB issued SFAS No. 141, "Business Combinations,"
and No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Use of the pooling-of-interests
method is no longer permitted. SFAS No. 141 also includes guidance on the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination that is completed after June 30, 2001.
SFAS No. 142 ends the amortization of goodwill and indefinite-lived
intangible assets. Instead, these assets must be reviewed annually (or more
frequently under certain conditions) for impairment in accordance with this
statement. This impairment test uses a fair value approach rather than the
undiscounted cash flow approach previously required by SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." The Company adopted SFAS No. 142 on January 1,
2002. The adoption of this new standard will have no effect on the results
of operations, financial condition or cash flows of the Company, other than
amortization of goodwill will cease as of January 1, 2002.

5.  Certain Risks and Uncertainties

    The Company's performance is affected by, among other things, its
ability to implement expanded interconnection and collocation with the
facilities of ILECs and develop efficient and effective working
relationships with the ILECs and other carriers. The Company has installed
its own switches and related equipment in certain of its markets. The
Company will continue to lease the unbundled local loop needed to connect
its customers to its switches. The Company purchases capacity from the
ILECs on a wholesale basis pursuant to contracts and sells it at retail
rates to its customers. The Company depends upon the ILECs to maintain the
quality of their service to the Company's customers. Also, the Company
depends upon the ILECs for accurate and prompt billing information in order
for the Company to bill certain of its customers.

    The Company's business is highly competitive which results in pricing
pressure and increasing customer acquisition costs. The competition in the
local exchange business includes the larger, better capitalized ILECs as
well as other CLECs, other providers of telecommunications services and
cable television companies. The competition in the Internet services market
includes established online services, such as AOL and the Microsoft
Network, the ILECs, cable television companies and other local, regional
and national Internet service providers. The competitive environment may
result in price reductions in the Company's fees for services, increased
spending on marketing and product development, a reduction in the Company's
ability to increase revenues and gross margin from its core businesses, a
limit on the Company's ability to grow its customer base or attrition in
the Company's customer base. The Company's operating results and cash flows
would be negatively impacted by any of these events.

6.  Revenues
<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                                ------------------------------------
                                                                      2001              2000            1999
                                                                ---------------   ---------------  ---------
<S>                                                             <C>               <C>              <C>
                 Local Exchange Services....................    $    95,272,000   $    62,960,000  $   40,463,000
                 Toll-related Telephony Services............         77,169,000        27,952,000       6,110,000
                 Internet, Data and Web-related Services....         93,997,000        34,157,000       6,996,000
                 Other(a)...................................         26,243,000         6,457,000       3,582,000
                                                                ---------------   ---------------  --------------
                                                                $   292,681,000   $   131,526,000  $   57,151,000
                                                                ===============   ===============  ==============
</TABLE>

----------

(a) Other includes wireless, paging and information services.


                                    S-14


<PAGE>

                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7.  Asset Impairments


    As of December 31, 2001, the Company performed an analysis of the
carrying values of its long-lived assets including goodwill. During 1999
and 2000, acquisitions were made against a background of increasing
consolidation and record valuations in the telecommunications industry.
This analysis was initiated because of the decline in the Company's stock
price and significantly lower valuations for companies within its industry.
Additionally, at the time of the Company's analysis, the book value of the
Company's net assets significantly exceeded its market capitalization.
Accordingly, the Company performed an analysis of the recoverability of its
long-lived assets and associated goodwill. The fair value of the Company's
assets was determined by discounting the Company's estimates of the
expected future cash flows related to these assets when the non-discounted
cash flows indicated that the long-lived assets would not be recoverable.
The Company recorded a write-down of goodwill of $186,160,000 and a
write-down of fixed assets of $14,529,000 in the fourth quarter of 2001 as
result of this analysis and review.


    At March 31, 2001, the Company reduced the carrying amount of goodwill
related to two of its acquisitions by $167,599,000. In connection with the
reevaluation of its business plan and the decision to sell its non-CLEC
assets and business announced in April 2001, the Company was required to
report all long-lived assets and identifiable intangibles to be disposed of
at the lower of carrying amount or estimated fair value less cost to sell.
The carrying amount of goodwill related to these acquisitions was
eliminated before reducing the carrying amounts of other assets. The
estimated fair value of these businesses was determined based on
information provided by the investment bank retained for the purpose of
conducting this sale.

    At December 31, 2000, the Company wrote-off the carrying amount of
intangible assets from certain business combinations. The aggregate
write-off of $14,784,000 included goodwill of $6,690,000, workforce of
$577,000 and customer lists of $7,517,000. These assets were primarily
related to the Company's resale CLEC business, which was acquired in 1999.
The underlying operations, customer relationships and future revenue
streams had deteriorated significantly since the acquisition. These were
indicators that the carrying amount of the resale-related assets was not
recoverable. The Company estimated that the fair value of these assets was
zero due to the lack of potential buyers, the overall deterioration of the
resale CLEC business environment and because of the negative cash flow of
these resale businesses for the foreseeable future. The goodwill had useful
lives of 5 and 10 years, and the other intangibles had useful lives of 3
and 5 years.

    Also at December 31, 2000, in connection with the reevaluation of its
business plan announced in April 2001, the Company reduced the carrying
amount of its LMDS licenses by $21,136,000 to reflect their estimated fair
value. The estimated fair value was determined based on an analysis of
sales of other LMDS licenses.

8.  Acquisitions

    On September 29, 2000, CoreComm Limited completed two significant
acquisitions. CoreComm Limited acquired ATX Telecommunications Services,
Inc., referred to as ATX, a CLEC providing integrated voice and high-speed
data services, including long distance, local, wireless and network
services through the use of telephone switching equipment and other
physical facilities in the New York -- Virginia corridor. ATX was acquired
for approximately $39.4 million in cash, approximately $108.7 million
principal amount of CoreComm Limited's senior unsecured notes due 2003,
12,398,000 shares of CoreComm Limited's common stock and 250,000 shares of
CoreComm Limited's Series B preferred stock with a stated value of $250.0
million. The common stock was valued at $178.7 million, the fair value at
the time of the third amendment to the ATX merger agreement on July 31,
2000. The senior unsecured notes and the Series B preferred stock were
valued at $94.0 million and $67.3 million, respectively, the fair value on
the date of issuance. In addition, CoreComm Limited incurred acquisition
related costs of approximately $9.7 million.


                                    S-15

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

8.  Acquisitions (continued)

    CoreComm Limited also acquired Voyager.net, Inc., referred to as
Voyager, a large independent Internet communications company focused on the
Midwestern United States. Voyager was acquired for approximately $36.1
million in cash and 19,435,000 shares of CoreComm Limited's common stock.
The common stock was valued at $154.6 million, the fair value at the time
of the closing of the transaction. In addition, CoreComm Limited incurred
acquisition related costs of approximately $9.4 million and repaid
approximately $24.0 million of Voyager debt including accrued interest.

    The assets of ATX and Voyager were contributed to subsidiaries of the
Company.

    These acquisitions have been accounted for as purchases, and,
accordingly the net assets and results of operations of the acquired
businesses have been included in the consolidated financial statements from
the date of acquisition. The aggregate purchase price of $613.2 million
exceeded the estimated fair value of net tangible assets acquired by $585.8
million, which was allocated to goodwill.

    The pro forma unaudited consolidated results of operations for the year
ended December 31, 2000 assuming consummation of the acquisitions as of
January 1, 2000 is as follows:

                  Total revenue...........................     $    297,850,000
                  Net (loss)..............................         (391,276,000)
                  Basic and diluted net (loss) per share..               (41.13)

    In May 1999, CoreComm Limited acquired 100% of the stock of MegsINet
Inc., a national Internet Service Provider, referred to as ISP, in Chicago
for a total consideration of $16.8 million in cash and 3,245,000 shares of
CoreComm Limited's common stock. In addition, CoreComm Limited exchanged
MegsINet stock options for options to purchase 444,000 shares of CoreComm
Limited's common stock, repaid $2.0 million of MegsINet debt and incurred
acquisition related costs of $1.2 million. The common stock portion of the
consideration was valued at $30.8 million, the fair value on the date prior
to the announcement. The stock options were valued at $4.0 million using
the Black-Scholes option pricing model.

    Also in May 1999, CoreComm Limited acquired the wireline assets of USN
Communications, Inc., which was a CLEC that operated on a resale basis, for
a cash payment of $26.4 million, warrants to purchase 563,000 shares of
CoreComm Limited's common stock at a price of $13.33 per share and 225,000
shares at a price of $22.22 per share, and a potential contingent cash
payment which was capped at $58.6 million. The contingent payment was
payable only if the USN assets met or exceeded operating performance
thresholds. A contingent payment is not expected to be required. The
warrants were valued at $9.1 million, the fair value on the date of
issuance. In addition, CoreComm Limited incurred acquisition related costs
of $1.0 million.

    The assets of MegsINet and USN were contributed to subsidiaries of the
Company.

    These acquisitions have been accounted for as purchases, and,
accordingly, the net assets and results of operations of the acquired
businesses have been included in the consolidated financial statements from
the dates of acquisition. The aggregate purchase price of $91.3 million
exceeded the fair value of the net tangible assets acquired by $75.6
million, which was allocated as follows: $13.3 million to customer lists,
$1.5 million to workforce and $60.8 million to goodwill.


                                    S-16

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9.  Intangible Assets

    Intangible assets consist of:

<TABLE>
<CAPTION>


                                                                                              December 31,
                                                                                           2001          2000
                                                                                      ------------- ---------
<S>                                                                                   <C>           <C>
                 LMDS license costs...............................................    $  4,230,000  $   4,230,000
                 Workforce, net of accumulated amortization of $198,000
                   (2000).........................................................              --         52,000
                 Customer lists, net of accumulated amortization of $864,000
                   (2001) and $530,000 (2000).....................................       1,476,000      1,810,000
                                                                                      ------------  -------------
                                                                                      $  5,706,000  $   6,092,000
                                                                                      ============  =============
</TABLE>


10.  Fixed Assets

    Fixed assets consist of:
<TABLE>
<CAPTION>


                                                                               December 31,
                                                                          2001              2000
                                                                    ----------------  ----------
<S>                                                                 <C>               <C>
                            Operating equipment.................    $   102,529,000   $   124,335,000
                            Computer hardware and software......         53,313,000        53,092,000
                            Other equipment.....................         12,956,000        21,182,000
                            Construction-in-progress............                 --        22,097,000
                                                                    ---------------   ---------------
                                                                        168,798,000       220,706,000
                            Accumulated depreciation............        (82,076,000)      (41,327,000)
                                                                    ---------------   ---------------
                                                                    $    86,722,000   $   179,379,000
                                                                    ===============   ===============
</TABLE>

    The change in the fixed asset balance from December 31, 2000 to
December 31, 2001 is partially due to the 2001 reorganization, the
settlement of certain liabilities and the review of the recoverability of
long-lived assets. The 2001 reorganization included fixed asset write-offs
related to vacated offices of $5.3 million and network assets in abandoned
markets of $13.4 million. The settlement of amounts due to one of the
Company's equipment vendors included the return of certain equipment with a
net book value of $6.8 million. The Company performed a review of the
recoverability of its long-lived assets including fixed assets that
indicated that the $14.5 million carrying value of certain fixed assets
would not be recoverable.


11.  Accrued Expenses

    Accrued expenses consist of:
<TABLE>
<CAPTION>


                                                                              December 31,
                                                                          2001            2000
                                                                     --------------  ---------
<S>                                                                  <C>             <C>
                               Payroll and related..............     $    7,517,000  $    5,032,000
                               Professional fees................            935,000       2,331,000
                               Taxes, including income taxes....         16,534,000      13,730,000
                               Accrued equipment purchases......            385,000      14,460,000
                               Toll and interconnect............         28,668,000      20,628,000
                               Reorganization costs.............          7,273,000       1,835,000
                               Other............................          6,454,000       6,542,000
                                                                     --------------  --------------
                                                                     $   67,766,000  $   64,558,000
                                                                     ==============  ==============
</TABLE>




                                    S-17

<PAGE>

                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.  Long-Term Debt

    Long-term debt consists of:
<TABLE>
<CAPTION>


                                                                                           December 31,
                                                                                       2001             2000
                                                                                 ---------------   ---------
<S>                                                                              <C>              <C>
                 Senior secured credit facility, less unamortized discount
                   of $11,687,000 (2001) and none (2000).....................    $   144,413,000   $   91,100,000
                 Working capital promissory note, interest at 8.5%...........                 --        1,496,000
                 Note payable for equipment, interest at 12.75%..............                 --        3,331,000
                 Other.......................................................             33,000          160,000
                                                                                 ---------------   --------------
                                                                                     144,446,000       96,087,000
                 Less current portion........................................             33,000        4,960,000
                                                                                 ---------------   --------------
                                                                                 $   144,413,000   $   91,127,000
                                                                                 ===============   ==============
</TABLE>


    In September 2000, subsidiaries of the Company entered into a senior
secured credit facility with The Chase Manhattan Bank as lender,
administrative agent and collateral agent. CoreComm Limited and the Company
have unconditionally guaranteed payment under the facility. The facility
was amended and restated in April 2001. The senior secured credit facility
provides for both a term loan facility and a revolving credit facility. The
aggregate amount available was amended to $156.1 million of which the term
loan facility is $106.1 million and the revolving credit facility is $50
million. As of April 2001, the entire amount available under the senior
secured credit facility had been borrowed.

    The term loan facility will amortize in quarterly installments of
principal commencing on December 31, 2003 with a final maturity on
September 22, 2008. The revolving credit facility shall be automatically
and permanently reduced in increasing quarterly installments of principal
commencing on December 31, 2003 with a termination date on September 22,
2008. In the event CoreComm Limited's remaining approximately $4.75 million
principal amount of 6% Convertible Subordinated Notes have not been
converted or refinanced on or prior to April 1, 2006, then the facilities
become payable in full on April 1, 2006.

    The interest rate on both the term loan facility and the revolving
credit facility was initially, at the Company's option, either 3.25% per
annum plus the base rate, which is the higher of the prime rate or the
federal funds effective rate plus 0.5% per annum; or the reserve-adjusted
London Interbank Offered Rate plus 4.25% per annum. In April 2001 the
interest rate was amend to, at the Company's option, either 3.5% per annum
plus the base rate, which is the higher of the prime rate or the federal
funds effective rate plus 0.5% per annum, or the reserve-adjusted London
Interbank Offered Rate plus 4.5% per annum. Interest is payable at least
quarterly. The unused portion of the facility is subject to a commitment
fee equal to 1.25% per annum payable quarterly, subject to reduction to
1.00% per annum based upon the amount borrowed under the facility. At
December 31, 2001 and 2000, the effective interest rate on the amounts
outstanding was 6.86% and 10.982%, respectively. The rate at December 31,
2001 is in effect through April 12, 2002.


    America Online, Inc., referred to as AOL, is a lender in the amended
credit facility. In connection with the financing in April 2001, the
Company entered into a marketing agreement with AOL to market a joint
CoreComm/AOL bundled package in the Company's market areas. In addition, in
connection with the financing in April 2001, CoreComm Limited issued
warrants to purchase shares of its common stock. The estimated value of the
warrants plus the excess of the advertising commitment over its estimated
fair value to the Company aggregating $12,454,000 was recorded as a debt
discount in April 2001.


    In 1998, MegsINet entered into a working capital promissory note and a
note payable for operating equipment. MegsINet was required to make monthly
principal and interest payments through January 2002 for the working
capital note and through September 2001 for the equipment note. In 2001,
the holders of these notes agreed to accept cash of $400,000 and $800,000
in full settlement of all amounts due under the working capital note and
certain capital leases and the equipment note, respectively. Extraordinary
gains aggregating $4,067,000 were recorded as a result of these
settlements.


                                    S-18


<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.  Long-Term Debt (continued)

    In May 2001, the Company entered into an agreement with one of its
equipment vendors whereby $17,166,000 due to the vendor would be paid in
three payments in January, May and August 2002. In December 2001, the
Company and the vendor agreed to a modification of this arrangement in
which the Company paid $2,000,000 and returned certain of the equipment in
full settlement of the amount due. The Company recorded an extraordinary
gain of $7,628,000 as a result of this transaction.

    In April 2001, the Company and CoreComm Limited as co-obligators issued
to Booth American Company $10 million aggregate principal amount of 10.75%
Unsecured Convertible PIK Notes Due April 2011. Interest on the notes was
at an annual rate of 10.75% payable semiannually on October 15 and April 15
of each year, commencing October 15, 2001. The interest was payable in kind
by the issuance of additional 10.75% Unsecured Convertible PIK Notes due
April 2011 in such principal amount as shall equal the interest payment
that was then due. The notes were convertible into CoreComm Limited's
common stock prior to maturity at a conversion price of $1.00 per share,
subject to adjustment. Additional notes issued for interest had an initial
conversion price equal to 120% of the weighted average closing price of
CoreComm Limited's common stock for a specified period. All of the
outstanding 10.75% Unsecured Convertible PIK Notes Due April 2011 were
exchanged for shares of the Company in December 2001.

    The Company exchanged the approximately $10.8 million principal and
accrued interest of 10.75% Unsecured Convertible PIK Notes Due 2011 and the
approximately $18.0 million principal and accrued interest of 10.75% Senior
Unsecured Convertible PIK Notes Due 2010 (that were included in notes
payable to related parties) for shares of its common stock. The Company
recorded an extraordinary gain of $25,677,000 from the extinguishment of
these notes. Costs of $2,655,000 were incurred in connection with the
Holdco recapitalization which are included as an offset to the
extraordinary gain. In addition, the Company recorded an extraordinary gain
of $4,781,000 related to the settlement of other liabilities.

    The senior secured credit facility restricts the payment of cash
dividends and loans to the Company. At December 31, 2001, restricted net
assets were approximately $11 million.

    As of December 31, 2001, the aggregate principal amounts of long-term
debt scheduled for repayment are as follows:


                        Year Ending December 31,
                          2002........................    $        33,000
                          2003........................          1,950,000
                          2004........................          9,750,000
                          2005........................         25,350,000
                          2006........................         50,700,000
                        Thereafter....................         68,350,000
                                                          ---------------
                                                          $   156,133,000


                                    S-19

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

13.  Other Charges

    Other charges in 2001 include reorganization charges of $37,372,000 and
an adjustment to the reserve for notes receivable from former officers of
Voyager of $2,181,000. The reorganization charges relate to the Company's
announcements in May and July 2001 that it was taking additional actions to
reorganize, re-size and reduce operating costs and create greater
efficiency in various areas of the Company. A total of $21,386,000 of these
costs are for equipment and other assets that will not require any future
cash outlays. The employee severance and related costs in 2001 were for
approximately 630 employees to be terminated, none of whom are still
employed by the Company as of December 31, 2001. The major actions involved
in the 2001 reorganization included: (1) consolidation of functions such as
network operations, customer service and finance, (2) initiatives to
increase gross margins and (3) agreements with vendors to reduce or
eliminate purchase commitments. The consolidation of functions resulted in
employee terminations and the closing of offices. Employee severance and
related costs, lease exit costs and fixed assets and prepayment write-downs
include charges related to these actions. Initiatives to increase gross
margins resulted in consolidation of network assets and elimination of
redundant and less profitable facilities. Charges for these actions include
lease exit costs and fixed assets and prepayment write-downs. Finally,
reductions or elimination of purchase commitments resulted in agreement
termination charges. All of these actions are expected to be completed by
June 30, 2002. Fixed assets and prepayments written-off include $5.3
million related to vacated offices, $13.4 million for network assets in
abandoned markets and $2.7 million for prepayments in respect of ILEC
facilities in abandoned markets.

    Other charges in 2000 include a reserve of $8,700,000 for notes
receivable from former officers of Voyager, and reorganization charges of
$4,006,000. The employee severance and related costs in 2000 were for
approximately 250 employees to be terminated, none of whom were still
employed by the Company as of December 31, 2000.

    The following table summarizes the reorganization charges incurred and
utilized in 2000 and 2001:
<TABLE>
<CAPTION>


                                                    Employee
                                                    Severance    Lease                 Fixed Assets
                                                   and Related   Exit       Agreement       and
                                                      Costs      Costs    Terminations  Prepayments     Total
                                                                         (in thousands)
<S>                                                 <C>        <C>          <C>          <C>         <C>
                    Charged to expense........      $ 2,089    $  1,917     $    --      $     --    $   4,006
                    Utilized..................         (775)     (1,396)         --            --       (2,171)
                                                    -------    --------     -------      --------    ---------
                    Balance, December 31, 2000        1,314         521          --            --        1,835
                    Charged to expense........        3,409       6,928       6,572        21,772       38,681
                    Adjustments...............         (996)         73          --          (386)      (1,309)
                    Utilized..................       (3,218)     (4,416)     (2,914)      (21,386)     (31,934)
                                                    -------    --------     -------      --------    ---------
                    Balance, December 31, 2001      $   509    $  3,106     $ 3,658      $     --    $   7,273
                                                    =======    ========     =======      ========    =========
</TABLE>



                                    S-20


<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14.  Fair Values of Financial Instruments

    The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

    Cash and cash equivalents: The carrying amounts reported in the
consolidated balance sheets approximate fair value.

    Long-term debt: The carrying amount of the variable rate senior secured
credit facility approximates the fair value. The fair value of the
Company's other notes payable are estimated using discounted cash flow
analyses, based on the Company's incremental borrowing rates for similar
types of borrowing arrangements.

    The carrying amounts and fair values of the Company's financial
instruments are as follows:
<TABLE>
<CAPTION>


                                                                  December 31, 2001        December 31, 2000
                                                                Carrying                 Carrying      Fair
                                                                 Amount     Fair Value    Amount       Value
                                                              -----------  -----------------------  --------
                                                                               (in thousands)
<S>                                                           <C>          <C>           <C>         <C>
                    Cash and cash equivalents.............    $    24,966  $    24,966   $  22,773   $  22,773
                    Long-term debt:
                      Working capital promissory note.....             --           --       1,496       1,392
                      Equipment note......................             --           --       3,331       2,496
                      Senior secured credit facility......        144,413      156,100      91,100      91,100
                      Notes payable to related parties....         15,807       16,174      16,170      15,355
                      Other...............................             33           33         160         138
</TABLE>


15.  Leases

    The Company has capital leases for certain of its operating equipment.
Leased property included in operating equipment consists of:
<TABLE>
<CAPTION>

                                                                           December 31,
                                                                       2001            2000
                                                                  --------------  ---------
<S>                                                               <C>             <C>
                                  Operating equipment..........   $   14,145,000  $   41,859,000
                                  Accumulated depreciation.....               --      14,699,000
                                                                  --------------  --------------
                                                                  $   14,145,000  $   27,160,000
                                                                  ==============  ==============
</TABLE>

    Future minimum annual payments under these leases at December 31, 2001
are as follows:
<TABLE>
<CAPTION>

                         Year Ending December 31,
<S>                        <C>                                                             <C>
                           2002........................................................    $   11,008,000
                           2003........................................................           266,000
                                                                                           --------------
                           Total minimum lease payments................................        11,274,000
                           Less amount representing interest (at rates ranging from
                              8.5% to 26.44%)..........................................         1,373,000
                                                                                           --------------
                           Present value of net minimum obligations....................         9,901,000
                           Current portion.............................................         9,634,000
                                                                                           --------------
                                                                                           $      267,000
</TABLE>

    As of December 31, 2001, the Company had leases for office space and
equipment, which extend through 2013. Total rent expense for the years
ended December 31, 2001, 2000 and 1999 under operating leases was
$8,791,000, $7,764,000 and $5,151,000, respectively.

                                    S-21

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16.  Related Party Transactions

    Future minimum annual lease payments under noncancellable operating
leases at December 31, 2001 are as follows: $7,704,000 (2002); $6,794,000
(2003); $4,675,000 (2004); $3,652,000 (2005) $2,469,000 (2006) and
$6,122,000 thereafter.

    Notes payable to related parties consists of:
<TABLE>
<CAPTION>


                                                                                                December 31,
                                                                                            2001            2000
                                                                                       --------------  ---------
<S>                                                                                 <C>                <C>
             10.75% Senior Unsecured Convertible PIK Notes Due December
               2010, plus accrued interest........................................     $           --  $   16,170,000
             10.75% Unsecured Convertible PIK Notes Due April 2011, plus
               accrued interest, less unamortized discount of $367,000
               (2001).............................................................         15,807,000              --
                                                                                       --------------  --------------
                                                                                       $   15,807,000  $   16,170,000
                                                                                       ==============  ==============
</TABLE>


    In December 2000, the Company issued $16.1 million aggregate principal
amount of 10.75% Senior Unsecured Convertible PIK Notes Due December 2010,
which were a joint obligation of CoreComm Limited and the Company, to
officers and directors of CoreComm Limited and the Company. Interest on the
notes was at an annual rate of 10.75% payable semiannually on January 1 and
July 1 of each year, which commenced on July 1, 2001. The interest was
payable in kind by the issuance of additional Senior Unsecured Convertible
PIK Notes Due December 2010 in such principal amount equal the interest
payment that was then due. The notes were convertible into CoreComm Limited
common stock prior to maturity at a conversion price of $5.00 per share,
subject to adjustment. The additional notes issued for interest had an
initial conversion price equal to 120% of the weighted average closing
price of CoreComm Limited's common stock for a specified period. All of the
outstanding 10.75% Senior Unsecured Convertible PIK Notes Due December 2010
were exchanged for shares of the Company's common stock in December 2001.


    Some of the officers and directors of the Company are also officers or
directors of NTL Incorporated, referred to as NTL. In April 2001, CoreComm
Limited and the Company as co-obligors issued to NTL $15 million aggregate
principal amount of 10.75% Unsecured Convertible PIK Notes Due April 2011.
In addition, in April 2001, CoreComm Limited issued warrants to NTL, and
CoreComm Limited and the Company entered into a network and software
agreement with NTL. The estimated value of the warrants of $397,000 was
recorded as a debt discount in April 2001. Pursuant to the network and
software agreement with NTL, the Company will provide U.S. network access
for U.K. Internet traffic from NTL's U.K. customers for three years, as
well as a royalty free license to use certain provisioning software and
know-how.


                                    S-22

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16.  Related Party Transactions (continued)

    Interest on the 10.75% Unsecured Convertible PIK Notes Due April 2011
is at an annual rate of 10.75% payable semiannually on October 15 and April
15 of each year, which commenced on October 15, 2001. The interest is
payable in kind by the issuance of additional 10.75% Unsecured Convertible
PIK Notes Due April 2011 in such principal amount as shall equal the
interest payment that is then due. Additional notes issued for interest
will have an initial conversion price equal to 120% of the weighted average
closing price of CoreComm Limited's common stock for a specified period.
The notes are convertible into shares of CoreComm Limited's common stock
prior to maturity at a conversion price of $1.00 per share, subject to
adjustment. However, NTL and CoreComm Limited and the Company have entered
into an agreement relating to the conversion feature of the notes following
the Holdco recapitalization. Through that agreement, consistent with the
original terms of the notes, CoreComm Limited and the Company have agreed
to exercise their right under the notes such that, following the successful
completion of the exchange offer to the holders of CoreComm Limited's
common stock to exchange their shares for shares of the Company's common
stock, the convertibility feature of the notes will be altered so that
rather than the notes being convertible into shares of CoreComm Limited
common stock, the notes will become convertible into shares of the
Company's common stock. At that time, the conversion price of $1.00 will be
equitably adjusted by applying the exchange ratio in the exchange offer,
which results in a new conversion price of $116.70 per share of the
Company's common stock. NTL has agreed not to exercise its rights to
convert into CoreComm Limited common stock for six months from February 5,
2002 (unless that right has previously ceased as a result of the completion
of the exchange offer and the change in the convertibility feature). In the
event that the exchange offer is not completed, the conversion feature
would remain into CoreComm Limited common stock. These notes are
redeemable, in whole or in part, at the Company's option, at any time on or
after April 12, 2003, at a redemption price of 103.429% that declines
annually to 100% in April 2007, in each case together with accrued and
unpaid interest to the redemption date.

    NTL provides the Company with management, financial, legal and
technical services, access to office space and equipment and use of
supplies. Amounts charged to the Company by NTL consist of salaries and
direct costs allocated to the Company where identifiable, and a percentage
of the portion of NTL's corporate overhead which cannot be specifically
allocated to NTL. Effective January 1, 2001, the percentage used to
allocate corporate overhead was reduced. It is not practicable to determine
the amounts of these expenses that would have been incurred had the Company
operated as an unaffiliated entity. In the opinion of management, this
allocation method is reasonable. For the years ended December 31, 2001,
2000 and 1999, NTL charged the Company $446,000, $1,186,000 and $2,330,000,
respectively, which is included in corporate expenses.

    The Company provided NTL with access to office space and equipment and
the use of supplies until August 2001. In the fourth quarter of 1999, the
Company began charging NTL a percentage of the Company's office rent and
supplies expense. It is not practicable to determine the amounts of these
expenses that would have been incurred had the Company operated as an
unaffiliated entity. In the opinion of management, this allocation method
is reasonable. In 2001, 2000 and 1999, the Company charged NTL $121,000,
$267,000 and $62,000, respectively, which reduced corporate expenses.

    A subsidiary of the Company provides billing and software development
services to subsidiaries of NTL. General and administrative expenses were
reduced by $1,883,000, $1,400,000 and $800,000 for the years ended December
31, 2001, 2000 and 1999, respectively, as a result of these charges.


                                    S-23

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16.  Related Party Transactions (continued)


    In 2001, the Company and NTL entered into a license agreement whereby
NTL was granted an exclusive, irrevocable, perpetual license to certain
billing software developed by the Company for telephony rating, digital
television events rating, fraud management and other tasks. The sales price
was cash of $12.8 million. The billing software was being used by NTL at
the time of this agreement, and was being maintained and modified by the
Company under an ongoing software maintenance and development outsourcing
arrangement between the companies. The Company recorded the $12.8 million
as deferred revenue to be recognized over a period of three years, which
was the estimated amount of time the Company expected to provide service
under this arrangement. The Company recognized $2.5 million of this revenue
in 2001.


    In March 2000, the Company and NTL announced that they had entered into
an agreement to link their networks in order to create an international
Internet backbone that commenced operations in February 2001. The Company
recognized revenue of $327,000 for the network usage in the year ended
December 31, 2001.

    The Company leases office space from entities controlled by an
individual who owns 32% of the outstanding shares of the Company's common
stock. Rent expense for these leases for the year ended December 31, 2001
was approximately $1.6 million.

17.  401(k) Plan

    The Company sponsors a 401(k) Plan in which all full-time employees who
have completed 90 days of employment and are 21 years of age may
participate. The Company's matching contribution is determined annually by
the Board of Directors. Participants may make salary deferral contributions
of 1% to 15% of their compensation not to exceed the maximum allowed by
law. The expense for the years ended December 31, 2001, 2000 and 1999 was
$380,000, $486,000 and $350,000, respectively.

18.  Shareholders' Equity

Stock Splits


    The Company declared a 6,342.944-to-1 stock split which was effective
on December 17, 2001. The Company's outstanding shares increased from 1,500
to 9,514,416 as a result of this stock split. On April 12, 2002, the
Company declared a 3-for-1 stock split by way of a stock dividend, which
was paid on the declaration date. The Company's outstanding shares
increased from 9,514,416 to 28,543,248. The consolidated financial
statements and the notes thereto give retroactive effect to the stock
split.


Non-Cash Compensation

    In June 2001, CoreComm Limited's Board of Directors approved the
repricing of certain CoreComm Limited stock options granted to employees of
the Company. George Blumenthal, the then Chairman of the Board of Directors
of CoreComm Limited, Barclay Knapp, the then President of CoreComm Limited,
and the members of the Board of Directors of CoreComm Limited did not
participate in the repricing. Options to purchase an aggregate of
approximately 10.2 million shares of CoreComm Limited's common stock with
an average exercise price of $10.70 per share were repriced to $.25, $.75
or $1.25 per share, depending upon the original exercise price. In
accordance with APB No. 25 and related interpretations, CoreComm Limited
and the Company are accounting for the repriced options as a variable plan.
The Company will recognize non-cash compensation expense for the difference
between the quoted market price of the common stock and the exercise price
of the repriced options while the options remain outstanding. The CoreComm
Limited Board of Directors has taken this action to continue to provide the
appropriate performance incentives to those affected.


                                    S-24

<PAGE>

                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

18.  Shareholders' Equity (continued)

    In April 2000, the compensation and option committee of the CoreComm
Limited Board of Directors approved the issuance of options to purchase
approximately 2,747,000 shares of CoreComm Limited's common stock to
employees of the Company at an exercise price of $14.55, which was less
than the fair market value of CoreComm Limited's common stock on the date
of the grant. In accordance with APB Opinion No. 25, in April 2000, the
Company recorded non-cash compensation expense of approximately $29.0
million and a non-cash deferred expense of approximately $31.3 million.
From April 2000 to December 31, 2000, $9.7 million of the deferred non-cash
compensation was charged to expense. In 2001, the remaining $21.6 million
of the deferred non-cash compensation was charged to expense.

    In November 2000, the Board of Directors of CoreComm Limited approved
the rescission of certain previously exercised employee stock options.
CoreComm Limited issued notes to employees of the Company for the
repurchase of the 671,000 shares of CoreComm Limited's common stock for an
aggregate of $6,803,000, which exceeded the fair market value of CoreComm
Limited's common stock on the date of repurchase. The notes earned interest
at a rate of 4.5% and were redeemed by CoreComm Limited in December 2000.
The Company recorded non-cash compensation of $4.7 million from these
transactions.

    The non-cash compensation charge of $1.1 million in 1999 was recorded
in accordance with APB Opinion No. 25, related to a change in CoreComm
Limited stock option agreements granted to certain of the Company's
employees.

Stockholder Rights Plan

    The Company adopted a stockholder rights plan in December 2001. In
connection with the stockholder rights plan, the Board of Directors
declared and paid a dividend of one preferred share purchase right for each
share of common stock outstanding on December 17, 2001. Each right entitles
the holder, under certain potential takeover events, to purchase from the
Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock, referred to as Series A Preferred Stock, at an exercise
price of initially four times the average closing price of the Company's
common stock over the first five days of trading, subject to adjustment.
The rights expire on December 17, 2011 unless an exchange or redemption or
a completion of a merger occurs first. There are 1,000,000 shares of Series
A Preferred Stock authorized for issuance under the plan. No shares of
Series A Preferred Stock are issued or outstanding.

    The Series A Preferred Stock will be entitled to a minimum preferential
quarterly dividend payment of an amount equal to the greater of $.01 per
share or 1,000 times the aggregate per share amount of all dividends
declared on the Company's common stock since the immediately preceding
dividend payment date. In the event of liquidation, the holders of Series A
Preferred Stock will be entitled to a liquidation payment of $1 per share
plus accrued and unpaid dividends. Each share of Series A Preferred Stock
will have 1,000 votes on all matters and will vote as a single class with
the holders of the Company's common stock.

Warrants

    In connection with the amendment and restatement of the senior secured
credit facility in April 2001, CoreComm Limited issued to lenders warrants
to purchase approximately 10.6 million shares of its common stock at an
exercise price of $.01 per share that expire in April 2011. Warrants to
purchase an aggregate of approximately 1.4 million shares of CoreComm
Limited common stock issued in December 2000 and January 2001 were canceled
upon the issuance of these new warrants.

                                    S-25

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

18.  Shareholders' Equity (continued)

    CoreComm Limited had the following warrants outstanding as of December
31, 2001: (1) warrants to purchase an aggregate of 29,000 shares of common
stock at $13.75 per share issued in 1999 that expire in August 2008, (2)
warrants to purchase an aggregate of 225,000 shares of common stock at
$22.22 per share issued in 1999 that expire in May 2004, (3) warrants to
purchase an aggregate of 563,000 shares of common stock at $13.33 per share
issued in 1999 that expire in May 2002 and (4) warrants to purchase an
aggregate of 10,580,000 shares of common stock at $.01 per share issued in
2001 that expire in April 2011. None of these warrants were exercised in
2001 or 2000.


    The Company has offered its common stock to CoreComm Limited's
stockholders through a registered public exchange offer. If this exchange
offer is consummated, CoreComm Limited's warrants will be exercisable into
common shares of the Company on an as-converted basis, subject to the
exchange ratio in the exchange offer.


Stock Options


    In December 2001, the Company adopted a new stock option plan for its
employees. A total of 8.7 million shares of common stock were reserved for
issuance under the plan, which represents 22.5% of the total fully diluted
shares of the Company. In January 2002, the Board of Directors approved a
grant of options to purchase an aggregate of approximately 7.74 million
shares of the Company's common stock, representing approximately 20% of the
total fully diluted shares. The exercise price of these options is $1.00
per share. The number of shares available under the plan and the number of
shares into which each option is exercisable are subject to adjustment in
the event of stock splits and other similar transactions.


    The Company's option plan provides that incentive stock options be
granted at the fair market value of the Company's common stock on the date
of grant, and nonqualified stock options be granted at a price determined
by the Compensation and Option Committee of the Company's Board of
Directors. Options are generally exercisable as to 34% of the shares
subject thereto on the date of grant and become exercisable as to an
additional 33% of the shares subject thereto on each January 1 thereafter,
while the optionee remains an employee of the Company or its affiliates.
Options will expire ten years after the date of the grant.

    As of December 31, 2001, there were approximately 33,057,000 shares of
CoreComm Limited common stock reserved for issuance under the CoreComm
Limited stock option plans, referred to as the Limited Plans, and there
were approximately 8.4 million shares available for issuance. The Limited
Plans provide that incentive stock options be granted at the fair market
value of CoreComm Limited's common stock on the date of grant, and
nonqualified stock options be granted at a price determined by the
Compensation and Option Committee of the CoreComm Limited Board of
Directors. Options are generally exercisable as to 20% of the shares
subject thereto on the date of grant and become exercisable as to an
additional 20% of the shares subject thereto on each January 1 thereafter,
while the optionee remains an employee of CoreComm Limited or its
affiliates. Options will expire ten years after the date of the grant.

                                    S-26

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

18.  Shareholders' Equity (continued)


    In December 2001, the CoreComm Limited Board of Directors, in
connection with the Holdco recapitalization, accelerated all outstanding
options to acquire shares of CoreComm Limited common stock so that all are
presently fully vested and exercisable. CoreComm Limited options are not
exercisable for shares of the Company's common stock. In the event that the
Company is successful in consummating the exchange offers, CoreComm Limited
would become a subsidiary of the Company. Subsequent to that time, the
Company and CoreComm Limited may agree to effect a merger between CoreComm
Limited and a subsidiary of the Company which would have the effect of
converting holders of any remaining outstanding shares of CoreComm Limited
common stock not owned by the Company into shares of the Company at an
exchange ratio identical to that being offered in the exchange offers.
Between now and that time, if holders of CoreComm Limited options exercise
their options, they would, at the time of a merger, have the same rights as
other holders of CoreComm Limited common stock to have their shares of
CoreComm Limited converted to shares of the Company at that exchange ratio.
The Company may be required to record non-cash compensation upon the
ultimate resolution of the CoreComm Limited Stock options.


    In connection with the distribution of CoreComm Limited to CCPR's
shareholders, CoreComm Limited issued options to purchase approximately
1,877,000 shares of CoreComm Limited common stock to holders of CCPR stock
options who elected to receive options. In addition, CoreComm Limited
issued warrants to purchase 6,153,000 shares of its common stock to holders
of CCPR stock options who elected to receive warrants. These warrants are
referred to as distribution warrants.

    Pro forma information regarding net loss and net loss per share is
required by SFAS No. 123, and has been determined as if CoreComm Limited
had accounted for its employee warrants and stock options under the fair
value method of that Statement. The fair value for these warrants and
options was estimated at the date of grant using the Black-Scholes option
pricing model with the following weighted-average assumptions for 2001,
2000 and 1999: risk-free interest rate of 4.47%, 5.30% and 6.81%,
respectively, dividend yield of 0%, volatility factor of the expected
market price of CoreComm Limited's common stock of 1.276, .804 and .465,
respectively, and a weighted-average expected life of the warrants and
options of 10 years.

    The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because CoreComm Limited's distribution
warrants and stock options have characteristics significantly different
from those of traded options and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its distribution warrants and stock options.

    For purposes of pro forma disclosures, the estimated fair value of the
distribution warrants and options is amortized to expense over the options'
vesting periods. Following is the Company's pro forma information as if the
Company and not CoreComm Limited had issued the distribution warrants and
stock options:
<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                            ----------------------------------------
                                                                   2001               2000               1999
                                                            -----------------  -----------------  -----------
<S>                                                         <C>                <C>                <C>
               Pro forma net (loss)......................   $   (678,921,000)  $   (376,557,000)  $   (128,451,000)
               Pro forma net (loss) per share--basic
                 and diluted.............................   $         (71.22)  $         (39.58)  $         (13.50)
</TABLE>



<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

18.  Shareholders' Equity (continued)

    A summary of CoreComm Limited's distribution warrants and stock option
activity and related information, as if the Company and not CoreComm
Limited had issued the distribution warrants and stock options, for the
years ended December 31, 2001, 2000 and 1999 follows:
<TABLE>
<CAPTION>


                                                       2001                   2000                   1999
                                              ---------------------  ---------------------  ----------------------
                                                           Weighted-              Weighted-              Weighted-
                                                            Average                Average                Average
                                               Number of   Exercise   Number of   Exercise   Number of   Exercise
                                                Options      Price     Options      Price     Options      Price
                                              ----------  ---------   ---------   --------   ---------   ---------
<S>                                           <C>          <C>       <C>         <C>        <C>           <C>
                 Outstanding -- beginning of
                   Period.................    19,349,000    $13.69   10,754,000    $15.37    9,765,000    $ 5.51
                 Granted..................    16,822,000       .65   10,404,000     10.98    7,925,000     19.56
                 Exercised................         3,000      1.49    1,640,000      7.61    5,606,000      6.27
                 Forfeited................     13,971,00     12.16      169,000     14.09    1,330,000      6.27
                                               ---------              ---------              ---------
                 Outstanding -- end of
                   Period.................     22,197,000   $ 4.80    19,349,000   $13.69    10,754,000   $15.37
                                               ==========             ==========             ==========
                 Exercisable at end of         22,197,000   $ 4.80    10,112,000   $12.51    3,438,000    $10.11
                                               ==========             ==========             =========
                 period...................
</TABLE>


    Weighted-average fair value of distribution warrants and options,
calculated using the Black-Scholes option pricing model, granted during
2001, 2000 and 1999 is $0.12, $14.04 and $14.28, respectively.

    The following table summarizes the status of the CoreComm Limited
distribution warrants and stock options outstanding and exercisable at
December 31, 2001, as if the Company and not CoreComm Limited had issued
the distribution warrants and stock options:
<TABLE>
<CAPTION>

                                                                                              Warrants and
                                         Warrants and Stock Options Outstanding         Stock Options Exercisable
                                     ----------------------------------------------  ----------------------------
                                                        Weighted-       Weighted-                      Weighted-
                     Range of           Number of       Remaining        Average        Number of       Average
                  Exercise Prices        Options    Contractual Life Exercise Price      Options    Exercise Price
                 ------------------  -------------- ----------------------------------------------- --------------
<S>                <C>                <C>             <C>              <C>            <C>             <C>
                   $ 0.02 to $ 3.03    17,012,000      8.7 years        $  0.632       17,012,000      $  0.632
                   $ 5.86 to $ 7.94       576,000      6.6 years        $  6.261          576,000      $  6.261
                   $12.96 to $14.55       299,000      8.3 years        $ 13.909          299,000      $ 13.909
                   $18.78 to $22.33     4,310,000      7.5 years        $ 20.491        4,310,000      $ 20.491
                                        ---------                                       ---------
                              Total     22,197,000                                      22,197,000
                                        ==========                                      ==========
</TABLE>

19.  Income Taxes

    The provision for income taxes consists of the following:
<TABLE>
<CAPTION>

                                                                  Year Ended December 31,
                                                              2001        2000         1999
                                                           ---------  -----------  -----------
<S>                                                       <C>       <C>           <C>
                                    Current:
                                      Federal..........    $      --  $        --  $        --
                                      State and local..       94,000      125,000      102,000
                                                           ---------  -----------  -----------
                                    Total current......       94,000      125,000      102,000
                                                           ---------  -----------  -----------
                                    Deferred:
                                      Federal..........           --           --           --
                                      State and local..           --           --           --
                                    Total deferred.....           --           --           --
                                                           ---------  -----------  -----------
                                                           $  94,000  $   125,000  $   102,000
                                                           =========  ===========  ===========
</TABLE>
                                    S-28
<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

19.  Income Taxes (continued)

    Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets are as follows:

<TABLE>
<CAPTION>

                                                                                    December 31,
                                                                               2001               2000
                                                                        -----------------  -----------
<S>                 <C>                                               <C>                <C>
                      Deferred tax assets:
                        Depreciation.................................   $      8,503,000   $      1,214,000
                        Net operating losses.........................         95,932,000        107,220,000
                        Allowance for doubtful accounts..............          7,435,000          4,414,000
                        Amortization of goodwill.....................         11,140,000          7,405,000
                        Accrued expenses.............................         17,336,000         35,820,000
                        Asset impairments............................         16,737,000          8,546,000
                        Other........................................            562,000            174,000
                                                                        ----------------   ----------------
                                                                             157,645,000        164,793,000
                      Valuation allowance for deferred tax assets....       (157,645,000)      (164,793,000)
                                                                        ----------------   ----------------
                      Net deferred tax assets........................   $             --   $             --
                                                                        ================   ================
</TABLE>

    The deferred tax assets have been fully offset by a valuation allowance
due to the uncertainty of realizing such tax benefit. The deferred tax
assets include $38 million which, if realized, would be accounted for as a
reduction of goodwill or an increase in equity.

    Due to the completion of the debt cancellation in the first phase of
the Holdco recapitalization in December 2001, CoreComm Limited realized for
tax purposes approximately $265 million of income, most of which is not
subject to tax as a result of an exception set forth in the Internal
Revenue Code. To the extent that such amount is excluded from taxable
income, taxable attributes of the Company and subsidiaries, consisting of
net operating loss, referred to as NOL, carryforwards are subject to
reduction. After reduction, NOL carryforwards at December 31, 2001 are $230
million. Furthermore, the Holdco recapitalization caused an ownership
change pursuant to section 382 of the Internal Revenue Code, which imposes
an annual limitation on the utilization of NOL carryforwards. Utilization
of the Company's remaining NOL carryforwards will be significantly
restricted by the section 382 limitation triggered by the ownership change.

    The reconciliation of income taxes computed at U.S. federal statutory
rates to income tax expense is as follows:
<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                             ---------------------------------------
                                                                    2001               2000              1999
                                                             -----------------  -----------------  ----------
<S>                                                        <C>                <C>                <C>
               Benefit at federal statutory rate (35%)...    $   (207,837,000)  $   (105,391,000)  $   (36,077,000)
               State and local income taxes..............              94,000            125,000           102,000
               Expenses not deductible for tax
                 Purposes................................         135,313,000         33,619,000         2,160,000
               Foreign income not subject to U.S. tax....                  --                 --          (362,000)
               U.S. losses with no benefit...............          72,524,000         71,772,000        34,279,000
                                                             ----------------   ----------------   ---------------
                                                             $         94,000   $        125,000   $       102,000
                                                             ================   ================   ===============
</TABLE>

                                    S-29


<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

20.  Commitments and Contingent Liabilities

    As of December 31, 2001, the Company had purchase commitments of
approximately $5,000,000 outstanding.

    The Company is involved in various disputes, arising in the ordinary
course of its business, which may result in pending or threatened
litigation. None of these matters are expected to have a material adverse
effect on the Company's financial position, results of operations or cash
flows. However, certain of these matters, if resolved unfavorably to us,
could have a material adverse effect on the Company's business, financial
condition and/or results of operations:

    o   CoreComm Newco, Inc., an indirect, wholly-owned subsidiary of
        CoreComm Holdco referred to as CoreComm Newco, is currently in
        litigation with Ameritech Ohio, a supplier from whom it purchases
        telecommunications products and services, over the adequacy of
        Ameritech's performance under a 1998 contract between CoreComm Newco
        and Ameritech, and related issues. This litigation began in June 2001
        when Ameritech threatened to stop processing new orders following
        CoreComm Newco's exercise of its right under the contract to withhold
        payments for Ameritech's performance failures. In response to this
        threat, CoreComm Newco sought and received an order from an official
        of the Public Utilities Commission of Ohio, referred to as the PUCO,
        barring Ameritech from refusing to process new CoreComm orders.
        Ameritech has appealed that order to the PUCO and the appeal is still
        pending.

        On July 5, 2001, Ameritech filed a claim with the PUCO seeking
        payment from CoreComm Newco of approximately $8,600,000 allegedly
        owed under the contract. On August 8, 2001, Ameritech filed a
        second claim against CoreComm Newco in Ohio state court, seeking an
        additional approximately $4,300,000 in allegedly improperly
        withheld amounts. These claims were subsequently consolidated in
        the United States District Court, with an amended complaint from
        Ameritech seeking a total of approximately $14,400,000.

        On December 26, 2001, CoreComm Newco filed its answer to
        Ameritech's amended complaint and simultaneously filed three
        counterclaims against Ameritech and some of its affiliates,
        alleging breach of contract, antitrust violations, and fraudulent
        or negligent misrepresentation. In lieu of filing an answer to
        CoreComm Newco's counterclaims, Ameritech filed a series of motions
        on March 25, 2002, asking the Court to dismiss certain of CoreComm
        Newco's counterclaims. CoreComm Newco's response to those motions
        is currently due on April 17, 2002 and it intends to oppose
        Ameritech's requests for dismissal vigorously.


        The Company believes that CoreComm Newco has meritorious defenses
        to Ameritech's amended complaint, and that the amount currently in
        dispute is substantially less than the $14,400,000 claimed in
        Ameritech's amended complaint. For example, the figure specified in
        Ameritech's complaint does not account for (a) more than $4.1
        million in refunds that Ameritech contends it has already credited
        to CoreComm Newco's accounts since the filing its complaint, and
        (b) payments that were made by CoreComm Newco in the ordinary
        course after the time of Ameritech's submission. However, the
        Company cannot be certain how the matter will be resolved. The
        Company also believes that, to the extent Ameritech prevails with
        respect to any of its claims, Ameritech's award may be offset in
        whole or in part by amounts that CoreComm Newco is seeking to
        obtain from Ameritech under its counterclaims. However, it is
        impossible at this time to predict the outcome of the litigation.



                                    S-30

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

20.      Commitments and Contingent Liabilities (continued)


    o   Certain operating subsidiaries of CoreComm Holdco are currently
        involved in litigation with certain subsidiaries of Verizon
        Communications, Inc., referred to as Verizon, relating to the
        timeliness and accuracy of Verizon's wholesale billing processes,
        the legitimacy of various charges that have been levied by Verizon,
        and the propriety of Verizon's effort to collect those charges by
        threatening to implement an account embargo and service suspension
        on the ability of CoreComm Holdco's subsidiaries to process new and
        pending service orders unless payment is made on the amounts
        demanded.


        On or about January 31, 2002, the subsidiaries of CoreComm Holdco
        operating in Delaware, District of Columbia, Maryland,
        Massachusetts, New York, Pennsylvania and received correspondence
        from Verizon claiming that Verizon was owed a total of
        approximately $14 million for services allegedly provided in those
        states and threatening to activate embargo procedures on their
        accounts if payment of the alleged amounts was not received. In
        response, the subsidiaries challenged the accuracy of Verizon's
        figures and provided formal written notice to Verizon disputing its
        claims and reiterating their several prior requests that Verizon
        provide additional information to support its contentions and
        resolve a variety of apparently systemic problems with its
        wholesale billing systems. Additionally, the subsidiaries in
        Pennsylvania , New York and Massachusetts proceeded to initiate
        litigation against Verizon before the appropriate regulatory
        authorities and/or in civil court.

        After further discussions and agreements between the parties, on
        February 28, 2002 Verizon withdrew its embargo threats in all
        states except Massachusetts. In Massachusetts, Verizon filed an
        answer to the complaint along with counterclaims seeking
        approximately $1.4 million in payment for allegedly past due
        charges. CoreComm Massachusetts is currently preparing an answer to
        these counterclaims that will dispute the accuracy of Verizon's
        contentions and discussions regarding a mutually agreeable
        resolution of the matter are continuing between the parties.

        In Pennsylvania, litigation between ATX Telecommunications and
        Verizon is continuing. In the meantime, on March 4, 2002, ATX
        received a letter from Verizon asserting that Verizon is owed
        approximately $5.7 million in allegedly past due charges and
        threatening to implement a service embargo. ATX is currently
        reviewing Verizon's claims against its own billing records and
        believes that the amount at issue could be substantially less than
        the amount claimed by Verizon when taking into account (a)
        Verizon's historical billing errors, (b) payments that have been or
        will be made in the ordinary course, and (c) unresolved disputes
        over prior charges. Accordingly, on March 29, 2002, ATX filed a
        petition with the Hearing Examiner in its complaint case advising
        that the $5.7 million figure alleged in Verizon's embargo letter
        has been placed into dispute by ATX due to Verizon's billing
        errors, that approximately $3 million of erroneous charges have
        already been found which ATX believes should be deducted from the
        claimed amount, and asking the Hearing Examiner to issue an order
        that would prevent Verizon from implementing a service embargo
        during the pendancy of the complaint proceeding. ATX intends to
        vigorously litigate its complaint regarding Verizon's billing
        errors, including the longstanding, apparently systemic problems
        that ATX has experienced with Verizon's billing systems, and pursue
        all available claims, counterclaims and offsets, including
        defending against any effort to implement any embargo or service
        suspension. However, it cannot presently predict how the matter
        will be resolved and if Verizon were to prevail on its claims
        and/or activate an account embargo or service suspension, it could
        have a material adverse affect on our business, financial condition
        and/or results of operations.

                                    S-31

<PAGE>


                   CORECOMM HOLDCO, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

20.    Commitments and Contingent Liabilities (continued)

    o   On December 3, 2001, General Electric Capital Corp. filed a lawsuit
        in the Circuit Court of Cook County, Illinois against CoreComm
        Limited and MegsINet, Inc., an indirect subsidiary of CoreComm
        Holdco, seeking approximately $8 million in allegedly past due
        amounts under a capital equipment lease agreement between Ascend and
        MegsINet. GECC is seeking all amounts allegedly owed under the lease
        as well as repossession of the equipment. On February 19, 2002, the
        defendants filed a motion to dismiss certain of GECC's claims. GECC's
        response to the motion is currently due on April 9, 2002, defendants'
        reply is presently due on April 26, 2002 and oral argument on the
        motions is presently scheduled for May 13, 2002. CoreComm Holdco is
        currently in settlement discussions with GECC regarding these claims.

    o   On May 25, 2001, KMC Telecom, Inc. and some of its operating
        subsidiaries filed an action in the Supreme Court of New York for New
        York County against CoreComm Limited, Cellular Communications of
        Puerto Rico, Inc., CoreComm New York, Inc. and MegsINet, Inc. On that
        same date, KMC filed the same cause of action in the Circuit Court of
        Cook County, IL. Upon defendant's Motion to Stay the New York action,
        KMC voluntarily dismissed the Illinois litigation and the matter is
        currently proceeding in New York. KMC contends that it is owed
        approximately $2 million, primarily in respect of alleged early
        termination liabilities, under a services agreement and a collocation
        agreement with MegsINet. The defendants have denied KMC's claims and
        have asserted that the contracts at issue were signed without proper
        authorization, that KMC failed to perform under the alleged
        contracts, and that the termination penalties are not enforceable.
        The defendants have served discovery and intend to defend themselves
        in coordination with one of their insurance carriers.

    o   On July 6, 2001, MCI initiated a compulsory arbitration action
        against CoreComm Holdco's subsidiary CoreComm Communications, Inc. in
        connection with a dispute arising under a carrier services agreement
        between the parties. The arbitration demand contends that MCI is owed
        in excess of $1.9 million for circuits that were allegedly ordered by
        CoreComm Communications, Inc. under a carrier agreement. MCI has
        subsequently asserted that under one theory of the case premised on
        its reading of provisions relating to alleged early termination
        penalties, its claims could exceed $10 million, and under another
        theory involving a different computation its claims could exceed $4.5
        million. The defendant has denied MCI's claims, asserting that the
        circuits were never ordered under the contract and have been
        improperly billed by MCI, and the defendant does not agree with MCI's
        various damages theories. MCI has admitted that there are no signed
        written orders for a substantial majority of the circuits, and the
        contract states that all orders must be submitted in writing signed
        by the ordering party. Discovery in this matter has been completed,
        and the case is currently scheduled for trial before the arbitrator
        in April 2002. The defendant is litigating the suit vigorously and
        pursuing all available claims and defenses.

    o   The Company received correspondence from a law firm on behalf of
        Weston Telecommunications, L.L.C., referred to as Weston, asserting
        that Weston is the assignee of certain rights of Easton Telecom
        Services, Inc., referred to as Easton, under an asset purchase
        agreement approved as part of the bankruptcy disposition of Teligent,
        Inc., and demanding payment of approximately $4.9 million for
        telecommunications services purportedly provided under alleged
        contracts between Easton and MegsINet, Inc. On March 1, 2002, Easton
        Telecom Services, LLC., formerly known as Weston, initiated
        litigation in the Northern District of Ohio against CoreComm Internet
        Group, Inc. asserting the claims discussed above. The defendant has
        investigated Weston's claims and does not believe that they have
        merit. Defendant's answer to Easton's complaint is presently due on
        April 24, 2001 and the Company intends to defend itself vigorously
        and pursue all available claims and defenses, including multiple
        defenses to the validity of the alleged contracts at issue.

                                    S-32
<PAGE>


<TABLE>
<CAPTION>

                       SCHEDULE I-- CONDENSED FINANCIAL INFORMATION OF CORECOMM HOLDCO, INC.

                          CONDENSED BALANCE SHEETS


                                                                                   December 31,
                                                                             2001                2000
                                                                     -------------------  -----------
<S>                                                                <C>        <C>        <C>
                      Assets                                         RESTATED*
                      Current assets:
                        Cash and cash equivalents................    $               --   $       6,198,000
                        Marketable securities....................                    --           1,343,000
                        Other....................................               476,000           1,600,000
                                                                     ------------------   -----------------
                      Total current assets.......................               476,000           9,141,000
                      Investments in and loans to subsidiaries...            21,151,000         605,274,000
                      Investment in CoreComm Limited.............             3,863,000                  --
                      Other......................................             1,100,000           1,059,000
                                                                     ------------------   -----------------
                                                                     $       26,590,000   $     615,474,000
                                                                     ==================   =================
                      Liabilities and shareholders' equity
                      Notes payable to related parties...........    $       15,807,000   $      16,170,000
                      Commitments and contingent liabilities
                      Shareholder's equity:
                        Common stock.............................               300,000             285,000
                        Additional paid-in capital...............         1,022,634,000       1,038,893,000
                        Deferred non-cash compensation...........                    --         (21,638,000)
                        (Deficit)................................        (1,012,151,000)       (418,236,000)
                                                                     ------------------   -----------------
                                                                             10,783,000         599,304,000
                                                                     ------------------   -----------------
                                                                     $       26,590,000   $     615,474,000
                                                                     ==================   =================
</TABLE>


                          See accompanying notes.

*See Note 2

                                    S-33

<PAGE>


<TABLE>
<CAPTION>

                       SCHEDULE I-- CONDENSED FINANCIAL INFORMATION OF CORECOMM HOLDCO, INC.

                     CONDENSED STATEMENTS OF OPERATIONS


                                                                                   Year Ended December 31,
                                                                  ----------------------------------------
                                                                         2001               2000               1999
                                                                  -----------------  -----------------  -----------
<S>                                                              <C>                <C>               <C>
         Costs and expenses
         Corporate expense...................................     $             --   $             --   $         13,000
                                                                  ----------------   ----------------   ----------------
           Operating (loss)..................................                   --                 --            (13,000)
         Other income (expense)
         Interest income and other, net......................            4,025,000          2,787,000          1,638,000
         Interest expense....................................           (3,767,000)           (70,000)                --
                                                                  ----------------   ----------------   ----------------
         Income before income taxes, equity in net (loss)
           of subsidiaries and extraordinary item............              258,000          2,717,000          1,625,000
         Income tax provision................................                   --                 --             (7,000)
                                                                  ----------------   ----------------   ----------------
         Income before equity in net (loss) of
           subsidiaries and extraordinary item...............              258,000          2,717,000          1,618,000
         Equity in net (loss) of subsidiaries................         (619,850,000)      (303,958,000)      (104,798,000)
                                                                  ----------------   ----------------   ----------------
         (Loss) before extraordinary item....................         (619,592,000)      (301,241,000)      (103,180,000)
         Gain from extinguishment of debt....................           25,677,000                 --                 --
                                                                  ----------------   ----------------   ----------------
         Net (loss)..........................................     $   (593,915,000)  $   (301,241,000)  $   (103,180,000)
                                                                  ================   ================   ================
</TABLE>


                          See accompanying notes.

                                    S-34
<PAGE>


<TABLE>
<CAPTION>

                       SCHEDULE I-- CONDENSED FINANCIAL INFORMATION OF CORECOMM HOLDCO, INC.

                     CONDENSED STATEMENTS OF CASH FLOWS


                                                                                  Year Ended December 31,
                                                                  ---------------------------------------
                                                                        2001              2000                1999
                                                                  ---------------- -----------------   -----------
<S>                                                               <C>              <C>                 <C>
          Net cash provided by operating activities..........     $     4,712,000  $        539,000    $      2,320,000
          Investing activities
          Acquisitions, net of cash acquired.................                  --       (98,613,000)        (47,056,000)
          Purchase of marketable securities..................                  --        (1,343,000)                 --
          Proceeds from sale of marketable securities........           1,343,000                --                  --
          Increase in investments in and loans to
            subsidiaries.....................................         (14,089,000)     (144,909,000)       (105,267,000)
                                                                  ---------------  ----------------    ----------------
          Net cash (used in) investing activities............         (12,746,000)     (244,865,000)       (152,323,000)
          Financing activities
          Capital contributions (distributions)..............         (23,164,000)      232,472,000         151,885,000
          Proceeds from borrowings, net of financing
            costs............................................          25,000,000        16,170,000                  --
                                                                  ---------------  ----------------    ----------------
          Net cash provided by financing activities..........           1,836,000       248,642,000         151,885,000
                                                                  ---------------  ----------------    ----------------
          Increase (decrease) in cash and cash
            equivalents......................................          (6,198,000)        4,316,000           1,882,000
          Cash and cash equivalents at beginning of
            Period...........................................           6,198,000         1,882,000                  --
                                                                  ---------------  ----------------    ----------------
          Cash and cash equivalents at end of period.........     $            --  $      6,198,000    $      1,882,000
                                                                  ===============  ================    ================
          Supplemental schedule of non-cash investing
            activities
          Capital contributions of non-cash net assets.......     $            --  $    559,721,000    $     45,007,000


                          See accompanying notes.
</TABLE>


                                    S-35
<PAGE>



    SCHEDULE I-- CONDENSED FINANCIAL INFORMATION OF CORECOMM HOLDCO, INC.

                  NOTES TO CONDENSED FINANCIAL STATEMENTS

1.  Organization

    CoreComm Holdco, Inc., referred to as the Company, was formed in May
1998 as a Bermuda corporation. It was a wholly-owned subsidiary of CoreComm
Limited, referred to as CoreComm Limited or Limited, until December 2001.
In July 1999, the Company was domesticated under the laws of Delaware.

2.  Basis of Presentation

    In the Company's condensed financial statements, the Company's
investment in subsidiaries is stated at cost plus equity in the
undistributed earnings of the subsidiaries. The Company's share of net loss
of its subsidiaries is included in net loss using the equity method of
accounting. The condensed financial statements should be read in
conjunction with the Company's consolidated financial statements.

    Effective with the completion of the first phase of the Holdco
recapitalization on December 28, 2001, CoreComm Limited began accounting
for its ownership of approximately 13% of the outstanding shares of the
Company using the equity method. The Company originally accounted for this
transaction at fair value, but has determined it was more appropriately
accounted for at historical cost. This required the Company to restate its
balance sheet at December 31, 2001. The principal effect of the restatement
was to reduce investments in and loans to subsidiaries, long-term debt and
shareholders' equity (deficiency) by $30,663,000, $12,054,000 and
$18,609,000, respectively.

3.  Notes Payable


    In December 2000, the Company issued $16.1 million aggregate principal
amount of 10.75% Senior Unsecured Convertible PIK Notes due December 2010,
which were a joint obligation of CoreComm Limited and the Company, to
officers and directors of CoreComm Limited and the Company. Interest on the
notes was at an annual rate of 10.75% payable semiannually on January 1 and
July 1 of each year, commencing July 1, 2001. The interest was payable in
kind by the issuance of additional Senior Unsecured Convertible PIK Notes
Due December 2010 in such principal amount equal to the interest payment
that was then due. The notes were convertible into CoreComm Limited common
stock prior to maturity at a conversion price of $5.00 per share, subject
to adjustment. The additional notes issued for interest had an initial
conversion price equal to 120% of the weighted average closing price of
Limited's common stock for a specified period. All of the outstanding
10.75% Senior Unsecured Convertible PIK Notes due December 2010 were
exchanged for shares of the Company's common stock in December 2001.


    Some of the officers and directors of the Company are also officers or
directors of NTL Incorporated, referred to as NTL. In April 2001, CoreComm
Limited and the Company as co-obligors issued to NTL $15 million aggregate
principal amount of 10.75% Unsecured Convertible PIK Notes Due April 2011.
Interest on the notes is at an annual rate of 10.75% payable semiannually
on October 15 and April 15 of each year, which commenced on October 15,
2001. The interest is payable in kind by the issuance of additional 10.75%
Unsecured Convertible PIK Notes due April 2011 in such principal amount
equal to the interest payment that is then due. Additional notes issued for
interest will have a conversion price equal to 120% of the weighted average
closing price of CoreComm Limited's common stock for a specified period.
The notes are convertible into CoreComm Limited common stock prior to
maturity at a conversion price of $1.00 per share, subject to adjustment.
However, NTL and CoreComm Limited and the Company have entered into an
agreement relating to the conversion feature of the notes following the
Holdco recapitalization. Through that agreement, consistent with the
original terms of the notes, CoreComm Limited and the Company have agreed
to exercise their right under the notes such that, following the completion
of the exchange offer to the holders of CoreComm Limited common stock to
exchange their shares for shares of the Company's common stock, the
convertibility feature of the notes will be altered so that rather than the
notes being convertible into shares of CoreComm Limited common stock, the
notes will become convertible into shares of the Company's common stock. At
that time, the conversion price of $1.00 will be equitably adjusted by
applying the exchange ratio in the exchange offers, which results in a new
conversion price of $38.90 per share of the Company's common stock. NTL has
agreed not to exercise its rights to convert into CoreComm Limited common
stock for six months from February 5, 2002 (unless that right has
previously ceased as a result of the completion of the exchange offer and
the change in the convertibility feature). In the event that the exchange
offer is not completed, the conversion feature would remain into CoreComm
Limited common stock. These notes are redeemable, in whole or in part, at
the Company's option, at any time on or after April 12, 2003, at a
redemption price of 103.429% that declines annually to 100% in April 2007,
in each case together with accrued and unpaid interest to the redemption
date.

                                    S-36

<PAGE>

4.  Guarantees of the Registrant

    In September 2000, subsidiaries of the Company entered into a senior
secured credit facility with The Chase Manhattan Bank as lender,
administrative agent and collateral agent. The facility was amended and
restated in April 2001. As of April 2001, the entire amount available under
the senior secured credit facility of $156.1 million has been borrowed. The
Company has unconditionally guaranteed payment under the facility.

5.  Other

    No cash dividends were paid to the registrant by subsidiaries from
January 1, 1999 through December 31, 2001.


    On April 12, 2002 CoreComm Holdco declared a 3-for-1 stock split by way
of a stock dividend. The condensed financial statements and the notes
thereto give retroactive effect to the stock split.


                                    S-37


<PAGE>


<TABLE>
<CAPTION>

                           CORECOMM HOLDCO, INC.

              SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

                            Col. A                 Col. B              Col. C             Col. D          Col. E
                -----------------------------   ------------  ----------------------- --------------  ----------
                                                                      Additions
                                                                  (1)          (2)
                                                              -----------------------
                                                                           Charged to
                                                 Balance at    Charged to     Other
                                                Beginning of    Costs and   Accounts-   Deductions-     Balance at
                          Description              Period       Expenses    Describe     Describe      End of Period
                -----------------------------   ------------  ----------- ----------- --------------  --------------
<S>                                             <C>          <C>          <C>         <C>             <C>
                Year ended December 31, 2001:
                  Allowance for doubtful
                     accounts................    $        --  $7,143,000     $  --    $(8,418,000)(a)  $ 9,759,000
                Year ended December 31, 2000:
                  Allowance for doubtful
                     accounts................    $ 3,949,000  $7,130,000     $  --    $   (45,000)(b)  $11,034,000
                Year ended December 31, 1999:
                  Allowance for doubtful
                     accounts................    $   742,000  $3,241,000     $  --    $   (34,000)(c)  $ 3,949,000
</TABLE>

----------

(a)        Uncollectible accounts written-off, net of recoveries.

(b)        Uncollectible accounts written-off, net of recoveries, of
           $9,269,000 offset by $9,224,000 allowance for doubtful accounts
           as of acquisition date from business combinations.

(c)        Uncollectible accounts written-off, net of recoveries, of
           $24,688,000 offset by $24,654,000 allowance for doubtful
           accounts as of acquisition date from business combinations.