<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A


          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2002
                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Commission File No.               000-31359
                   -------------------------------------------------------------


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

                 Delaware                                  23-3032245
---------------------------------------------     ------------------------------
(State or other jurisdiction of incorporation          (I.R.S. Employer
             or organization)                          Identification No.)


110 East 59th Street, New York, New York                   10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)


                                 (212) 906-8485
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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.

                               Yes   X     No   ______


The number of shares outstanding of the issuer's common stock as of March 31,
2002 was 141,655,388.
<PAGE>
                        CoreComm Limited and Subsidiaries

                                      Index

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                             Page
------------------------------                                                                             ----
<S>          <C>                                                                                           <C>
Item 1.      Financial Statements
             Condensed Consolidated Balance Sheets -
                March 31, 2002 (Unaudited) and December 31, 2001 .........................................   2
             Condensed Consolidated Statements of Operations -
                Three months ended March 31, 2002 and 2001 (Unaudited) ...................................   3
             Condensed Consolidated Statement of Shareholders' Deficiency -
                Three months ended March 31, 2002 (Unaudited) ............................................   4
             Condensed Consolidated Statements of Cash Flows -
                Three months ended March 31, 2002 and 2001 (Unaudited) ...................................   5
             Notes to Unaudited Condensed Consolidated Financial Statements ..............................   6

Item 2.      Management's Discussion and Analysis of Results of
                 Operations and Financial Condition ......................................................  19

Item 3.      Quantitative and Qualitative Disclosures about Market Risk ..................................  26

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings ...........................................................................  27

Item 3.      Defaults upon Senior Securities .............................................................  30

Item 5.      Other Information ...........................................................................  31

Item 6.      Exhibits and Reports on Form 8-K ............................................................  32

SIGNATURES ...............................................................................................  33

Corecomm Holdco. Inc. and Subsidiaries Index to Financial Information .................................... S-1
</TABLE>


<PAGE>
                        CoreComm Limited and Subsidiaries

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      Condensed Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                               MARCH 31,              DECEMBER 31,
                                                                                 2002                    2002
                                                                            ---------------         ---------------
                                                                              (UNAUDITED)             (SEE NOTE)
                                                                               RESTATED*               RESTATED*
<S>                                                                         <C>                     <C>
  ASSETS
      Current assets:
    Cash and cash equivalents                                               $       472,000         $       109,000
    Other                                                                            37,000                  45,000
                                                                            ---------------         ---------------
      Total current assets                                                          509,000                 154,000
      Fixed assets, net                                                             113,000                 146,000
      Investment in CoreComm Holdco                                               2,348,000               3,863,000
      Other, net of accumulated amortization of $2,503,000 (2002)
       and $2,251,000 (2001)                                                      6,653,000               8,260,000
                                                                            ---------------         ---------------
                                                                            $     9,623,000         $    12,423,000
                                                                            ===============         ===============

  LIABILITIES AND SHAREHOLDERS' DEFICIENCY
     Current liabilities:
        Accounts payable                                                    $       959,000         $       959,000
        Accrued expenses                                                            348,000                 419,000
        Due to NTL Incorporated                                                     209,000                 209,000
        Due to CoreComm Holdco                                                   31,834,000              24,112,000
        Current portion of long-term debt                                         4,750,000                      --
                                                                            ---------------         ---------------
      Total current liabilities                                                  38,100,000              25,699,000
      Long-term debt, including $258,087,000 (2002) and $256,874,000
       (2001) due to CoreComm Holdco                                            258,087,000             261,624,000
      Commitments and contingent liabilities
      Shareholders' deficiency:
        Series preferred stock -- $.01 par value, authorized
           5,000,000 shares:
           Series A, liquidation preference $56,750,000; issued
            and outstanding 51,000 shares                                                --                      --
           Series B, liquidation preference $268,187,000; 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 shares                      1,417,000               1,417,000
      Additional paid-in capital                                                782,922,000             787,434,000
      Deficit                                                                (1,060,332,000)         (1,053,180,000)
                                                                            ---------------         ---------------
                                                                               (275,990,000)           (264,326,000)
      Treasury stock at cost, 1,329,000 shares                                  (10,574,000)            (10,574,000)
                                                                            ---------------         ---------------
                                                                               (286,564,000)           (274,900,000)
                                                                            ---------------         ---------------
                                                                            $     9,623,000         $    12,423,000
                                                                            ===============         ===============
</TABLE>



* See Note 5.


Note: The balance sheet at December 31, 2001 has been derived from the audited
balance sheet at that date.

See accompanying notes.


                                       2
<PAGE>
                        CoreComm Limited and Subsidiaries

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED MARCH 31,
                                                   -----------------------------------
                                                       2002                   2001
                                                   -------------         -------------
                                                     RESTATED*
<S>                                                <C>                   <C>
REVENUES                                           $     108,000         $  72,937,000

COSTS AND EXPENSES
Operating                                                     --            63,520,000
Selling, general and administrative                       68,000            31,599,000
Corporate                                                     --             3,894,000
Non-cash compensation                                         --             3,234,000
Other charges                                                 --               119,000
Asset impairments                                             --           167,599,000
Depreciation                                              33,000            12,045,000
Amortization                                                  --            31,511,000
                                                   -------------         -------------
                                                         101,000           313,521,000
                                                   -------------         -------------
Operating income (loss)                                    7,000          (240,584,000)

OTHER INCOME (EXPENSE)
Interest income and other, net                             7,000               776,000
Equity in net loss of CoreComm Holdco                 (1,515,000)                   --
Interest expense                                      (5,651,000)           (9,838,000)
                                                   -------------         -------------
Loss before income tax provision                      (7,152,000)         (249,646,000)
Income tax provision                                          --               (15,000)
                                                   -------------         -------------
Net loss                                           $  (7,152,000)        $(249,661,000)
                                                   =============         =============

Basic and diluted net loss per common share        $       (0.09)        $       (3.58)
                                                   =============         =============
</TABLE>



* See Note 5.


See accompanying notes.


                                       3
<PAGE>
                        CoreComm Limited and Subsidiaries

          Condensed Consolidated Statement of Shareholders' Deficiency
                                   (Unaudited)


<TABLE>
<CAPTION>
                                     SERIES A                SERIES B
                                  PREFERRED STOCK        PREFERRED STOCK           COMMON STOCK            ADDITIONAL
                                 ------------------     ------------------  -------------------------       PAID-IN
                                 SHARES        PAR       SHARES      PAR       SHARES         PAR           CAPITAL
                                 ------        ----     -------    -------  -----------    ----------     ------------
<S>                              <C>           <C>      <C>        <C>      <C>            <C>            <C>
Balance, December 31, 2001       51,000        $  -     250,000    $3,000   141,655,000    $1,417,000     $787,434,000
Accreted dividends on
   preferred stock                                                                                          (4,512,000)
Net loss Restated*
                                 ------        ----     -------    -------  -----------    ----------     ------------
Balance, March 31, 2002          51,000        $  -     250,000    $ 3,000  141,655,000    $1,417,000     $782,922,000
                                 ======        ====     =======    =======  ===========    ==========     ============
</TABLE>



<TABLE>
<CAPTION>
                                                    TREASURY STOCK
                               ---------------------------------------------------------
                                   DEFICIT              SHARES               AMOUNT
                               ---------------       --------------      ---------------
<S>                              <C>                 <C>             <C>
Balance, December 31, 2001     $(1,053,180,000)          (1,329,000)     $   (10,574,000)
Accreted dividends on
   preferred stock
Net loss Restated*
                                    (7,152,000)
                               ---------------       --------------      ---------------
Balance, March 31, 2002        $(1,060,332,000)          (1,329,000)     $   (10,574,000)
                               ===============       ==============      ===============
</TABLE>



* See Note 5


See accompanying notes.


                                       4
<PAGE>
                        CoreComm Limited and Subsidiaries

                 Condensed Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED MARCH 31,
                                                           ------------------------------
                                                              2002               2001
                                                           ------------      ------------
<S>                                                        <C>               <C>
Net cash provided by (used in) operating activities        $    363,000      $(19,208,000)

INVESTING ACTIVITIES
Purchase of fixed assets                                             --          (530,000)
Proceeds from sales of marketable securities                         --         4,775,000
                                                           ------------      ------------
Net cash provided by investing activities                            --         4,245,000

FINANCING ACTIVITIES
Proceeds from borrowing, net of financing costs                      --         9,736,000
Proceeds from exercise of stock options and warrants                 --             4,000
Principal payments                                                   --        (4,299,000)
Principal payments of capital lease obligations                      --        (4,560,000)
                                                           ------------      ------------
Net cash provided by financing activities                            --           881,000
                                                           ------------      ------------
Increase (decrease) in cash and cash equivalents                363,000       (14,082,000)
Cash and cash equivalents at beginning of period                109,000        25,802,000
                                                           ------------      ------------
Cash and cash equivalents at end of period                 $    472,000      $ 11,720,000
                                                           ============      ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                                     $         --      $  1,110,000
                                                           ============      ============
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES
Liabilities incurred to acquire fixed assets               $         --      $  3,703,000
                                                           ============      ============
</TABLE>


See accompanying notes.


                                       5
<PAGE>

                        CoreComm Limited and Subsidiaries


              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE 1. BASIS OF PRESENTATION


The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information pursuant to the rules and regulations of the SEC.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2002. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K/A for
the year ended December 31, 2001.



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 in December 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.



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 represented
substantially all of the Company's operations and cash flows, are not included
in the Company's consolidated statement of operations and statement of cash
flows beginning January 1, 2002.


The Company has a liquidity problem that 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, although the exchange offers may not be completed.

NOTE 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.


                                       6
<PAGE>

                        CoreComm Limited and Subsidiaries


       Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

NOTE 2. HOLDCO RECAPITALIZATION (CONTINUED)


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.


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                                     CoreComm Holdco
      Notes due 2011                                  April 2001         and the Company               $10.0 million

    10.75% Senior Unsecured                                              CoreComm Holdco
      Convertible PIK Notes Due 2010                  December 2000      and the Company               $16.1 million

    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 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.



                                       7
<PAGE>

                        CoreComm Limited and Subsidiaries



        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 2. HOLDCO RECAPITALIZATION (CONTINUED)



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.



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 offers, 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. The Company 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.


                                       8
<PAGE>

                        CoreComm Limited and Subsidiaries


        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

NOTE 2. HOLDCO RECAPITALIZATION (CONTINUED)


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 with written notification that its common stock will be delisted
from the Nasdaq National Market. The Company has not yet determined what actions
will be taken if it receives this written notification. If the Company's 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
the Company's 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
the common stock on the part of securities firms, the possible termination of
registration of the shares under the Securities Exchange Act of 1934, and other
factors.


NOTE 3. 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
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.



                                       9
<PAGE>

                        CoreComm Limited and Subsidiaries


        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

NOTE 3. 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 had no significant effect
on the results of operations, financial condition or cash flows of the Company.


NOTE 4. ASSET IMPAIRMENTS

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.

NOTE 5. INVESTMENT IN CORECOMM HOLDCO


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 amounts
have been restated to reflect CoreComm Holdco's use of carryover basis in the
assets. CoreComm Holdco's net loss for the three months ended March 31, 2002 has
been restated to $11,654,000 from $12,513,000. Therefore the Company's equity in
net loss of CoreComm Holdco was restated from $1,627,000.



Following is the Company's investment in CoreComm Holdco:



<TABLE>
<S>                                                        <C>
Balance at December 31, 2001                               $   3,863,000
Equity in net loss of CoreComm Holdco (unaudited)             (1,515,000)
                                                           -------------
Balance at March 31, 2002 (unaudited)                      $   2,348,000
                                                           =============
</TABLE>



                                       10
<PAGE>

                        CoreComm Limited and Subsidiaries


        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

NOTE 5. INVESTMENT IN CORECOMM HOLDCO


Following is the condensed financial information of CoreComm Holdco and
subsidiaries as of March 31, 2002 and December 31, 2001 and for the three months
ended March 31, 2002 and 2001:


<TABLE>
<CAPTION>
                      Condensed Consolidated Balance Sheets

                                                        MARCH 31,         DECEMBER 31,
                                                          2002               2001
                                                      -------------      -------------
                                                       (Unaudited)
<S>                                                   <C>                <C>
ASSETS
Current assets                                        $  64,587,000      $  61,556,000
Fixed assets, net                                        80,339,000         86,722,000
Intangible assets, net                                  153,002,000        153,086,000
Other assets, net                                        14,746,000         15,256,000
                                                      -------------      -------------
                                                      $ 312,674,000      $ 316,620,000
                                                      =============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities                                   $ 152,312,000      $ 145,350,000
Long-term debt and capital lease obligations            161,233,000        160,487,000
Shareholders' equity (deficiency)                          (871,000)        10,783,000
                                                      -------------      -------------
                                                      $ 312,674,000      $ 316,620,000
                                                      =============      =============
</TABLE>



                 Condensed Consolidated Statements of Operations
                                   (Unaudited)



<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED MARCH 31,
                                        --------------------------------
                                           2002                 2001
                                        -------------      -------------
<S>                                     <C>                <C>
REVENUES                                $  74,311,000      $  72,811,000

COSTS AND EXPENSES
Operating                                  48,038,000         63,520,000
Selling, general and administrative        22,313,000         30,795,000
Corporate                                   1,698,000          2,098,000
Non-cash compensation                              --          3,234,000
Recapitalization costs                      1,182,000                 --
Other charges                                      --            119,000
Asset impairments                                  --        167,599,000
Depreciation                                8,881,000         12,012,000
Amortization                                   84,000         31,509,000
                                        -------------      -------------
                                           82,196,000        310,886,000
                                        -------------      -------------
Operating loss                             (7,885,000)      (238,075,000)

OTHER INCOME (EXPENSE)
Interest income and other, net                134,000            664,000
Interest expense                           (3,903,000)        (4,141,000)
                                        -------------      -------------
Net loss                                $ (11,654,000)     $(241,552,000)
                                        =============      =============
</TABLE>



                                       11
<PAGE>

                        CoreComm Limited and Subsidiaries


        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

NOTE 6. FIXED ASSETS

Fixed assets consist of:


<TABLE>
<CAPTION>
                                   MARCH 31,     DECEMBER 31,
                                     2002           2001
                                   ---------      ---------
                                  (Unaudited)
<S>                                <C>            <C>
Computer hardware and software     $ 386,000      $ 386,000
Other equipment                       10,000         10,000
                                   ---------      ---------
                                     396,000        396,000
Accumulated depreciation            (283,000)      (250,000)
                                   ---------      ---------
                                   $ 113,000      $ 146,000
                                   =========      =========
</TABLE>


NOTE 7. ACCRUED EXPENSES

Accrued expenses consist of:


<TABLE>
<CAPTION>
                                 MARCH 31,    DECEMBER 31,
                                    2002         2001
                                  --------     --------
                                (Unaudited)
<S>                             <C>           <C>
Taxes, including income taxes     $205,000     $205,000
Interest                           143,000      214,000
                                  --------     --------
                                  $348,000     $419,000
                                  ========     ========
</TABLE>


NOTE 8. LONG-TERM DEBT

Long-term debt consists of:


<TABLE>
<CAPTION>
                                                                MARCH 31,       DECEMBER 31,
                                                                   2002             2001
-                                                              ------------     ------------
                                                               (Unaudited)
<S>                                                            <C>              <C>
6% Convertible Subordinated Notes                              $164,750,000     $164,750,000
Senior Unsecured Notes Due 2003, less unamortized discount
  of $7,592,000 (2002) and $8,805,000 (2001)                     98,087,000       96,874,000
                                                               ------------     ------------
                                                                262,837,000      261,624,000
Less current portion                                              4,750,000               --
                                                               ------------     ------------
                                                               $258,087,000     $261,624,000
                                                               ============     ============
</TABLE>


At March 31, 2002, 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.


                                       12
<PAGE>

                        CoreComm Limited and Subsidiaries



        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 8. LONG-TERM DEBT (CONTINUED)



The interest payment that was due under the outstanding 6% Convertible
Subordinated Notes on April 1, 2002 has not been made and the Company is in
default under these notes. The consideration CoreComm Holdco is offering in its
exchange offer for the 6% Convertible Subordinated Notes includes $30.00 in
cash, which represents the April 1, 2002 interest payment, for each $1,000 in
principal amount outstanding.


NOTE 9. RELATED PARTY TRANSACTIONS

The balance due to CoreComm Holdco at March 31, 2002 includes 6% Convertible
Subordinated Notes and Senior Unsecured Notes Due 2003 interest payable of
$8,238,000 and preferred stock dividends payable of $23,850,000, net of other
amounts due from CoreComm Holdco of $254,000.


Some of the officers and directors of the Company are also officers or directors
of NTL Incorporated, referred to as NTL. NTL provided 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
consisted of salaries and 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. 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 three months ended March 31, 2001, NTL charged CoreComm
Holdco $104,000, which is included in corporate expenses. NTL did not provide
any services to the Company during the three months ended March 31, 2002.


Until August, 2001, CoreComm Holdco provided NTL with access to office space and
equipment and the use of supplies. 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 three months ended March 31, 2001,
CoreComm Holdco charged NTL $67,000, which reduced corporate expenses.

CoreComm Holdco provides billing and software development services to
subsidiaries of NTL. General and administrative expenses were reduced by
$467,000 for the three months ended March 31, 2001, as a result of these
charges.

NOTE 10. OTHER CHARGES


Other charges of $119,000 for the three months ended March 31, 2001 are for
adjustments relating to the Company's announcement in December 2000 of a
reorganization of certain of its operations. These charges include additional
employee severance and related costs of $351,000, offset by a reversal of the
lease exit provision of $232,000.



                                       13
<PAGE>

                        CoreComm Limited and Subsidiaries



        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE 11. NON-CASH COMPENSATION


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, "Accounting for Stock
Issued to Employees," in April 2000, the Company recorded a non-cash
compensation expense of approximately $29.0 million and a non-cash deferred
expense of approximately $31.3 million. From January 1, 2001 to March 31, 2001,
$3.2 million of the deferred non-cash compensation was charged to expense.


NOTE 12. NET LOSS PER COMMON SHARE

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


<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED MARCH 31,
                                                          --------------------------------
                                                              2002               2001
                                                          -------------      -------------
<S>                                                       <C>                <C>
Numerator:
Net loss                                                  $  (7,152,000)     $(249,661,000)
Preferred stock dividend                                     (4,512,000)        (4,417,000)
Preferred stock accretion to redemption value                (1,192,000)        (1,117,000)
                                                          -------------      -------------
Loss available to common shareholders                       (12,856,000)      (255,195,000)
                                                          -------------      -------------

Denominator for basic and diluted net loss per common
share                                                       140,327,000         71,232,000
                                                          -------------      -------------

Basic and diluted net loss per common share               $       (0.09)     $       (3.58)
                                                          =============      =============
</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 March 31, 2002,
the Company had 93.4 million shares issuable upon the exercise of stock options
and warrants and the conversion of convertible securities.

NOTE 13. COMMITMENTS AND CONTINGENT LIABILITIES


Fiberstream, Inc. ("FiberCo"), 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
the earlier of (a) the date that FiberCo completes construction of its initial
backbone or (b) November 2002. Additionally, FiberCo 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.



                                       14
<PAGE>

                        CoreComm Limited and Subsidiaries



        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 13. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)






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:



         -        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 the Company's exercise of its right under the
                  contract to withhold payments for Ameritech's performance
                  failures. In response to this threat, the Company 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 the Company 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, the Company
                  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 to Ameritech's
                  requests for dismissal and these items are now pending before
                  the court for disposition.

                  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 $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, the Company cannot be
                  certain how or when 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.



                                       15
<PAGE>

                        CoreComm Limited and Subsidiaries






        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 13. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)



         -        On December 3, 2001, General Electric Capital Corp. filed a
                  lawsuit in the Circuit Court of Cook County, Illinois against
                  the Company and MegsINet, Inc., an indirect subsidiary of
                  CoreComm Holdco, seeking approximately $8 million in allegedly
                  past due amounts and the 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, the Company and CoreComm Holdco seeking a court
                  order allowing it to take repossession of its alleged
                  equipment. After a hearing on the matter following 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. Defendant's response to dismiss 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 litigation.



                                       16
<PAGE>

                        CoreComm Limited and Subsidiaries



        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE 13. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)


         -        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 the Company, 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, certain of the defendants initiated litigation
                  against several former principals of MegsINet seeking
                  indemnification and contribution against KMC's claims.

         -        On March 1, 2002, Easton Telecom Services, LLC., referred to
                  as Easton LLC, initiated litigation in the Northern District
                  of Ohio against CoreComm Internet Group, Inc. asserting that
                  Easton LLC is the assignee of several rights of Easton Telecom
                  Services, Inc., referred to as Easton, 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 alleged
                  early termination penalities, for telecommunications services
                  purportedly provided under alleged contracts between Easton
                  and MegsINet, Inc.. Subsequently, on April 18, 2002, Easton
                  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 plaintiffs 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.

         -        Fiberstream, Inc., a direct subsidiary of the Company, 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.



                                       17
<PAGE>

                        CoreComm Limited and Subsidiaries



        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 13. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)



         -        On October 9, 2001, Enavis Networks, Inc. filed an action in
                  the Circuit Court of Pinellas County, Florida against the
                  Company 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.

         -        On or about September 14, 2001, a lawsuit was filed by
                  WXII/Far Yale Gen-Par, LLC, as General Partner of WXII/Far
                  Yale Real Estate Limited Partnership, referred to as Yale,
                  against CoreComm Communications, Inc., a direct, wholly-owned
                  subsidiary of CoreComm Holdco, and the Company 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 the
                  Company 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 the
                  Company as guarantor on the lease and Yale's motion to specify
                  the revised figure of $404,290.87. 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.

         -        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.



                                       18
<PAGE>

                       CoreComm Limited and Subsidiaries



ITEM 2.  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, we, who formerly
owned 100% of CoreComm Holdco's outstanding capital stock, now own only
approximately 13% of CoreComm Holdco's outstanding capital stock. CoreComm
Holdco owns substantially all of the business operations, which we formerly
owned indirectly through CoreComm Holdco. However, we remain a party liable
under the $156.1 million senior secured credit facility and have no right to
withdraw any additional money under that facility. Additionally, we are
co-obligors with CoreComm Holdco for its 10.75% Unsecured Convertible PIK Notes
due April 2011 of $16,599,000, including accrued PIK interest. In addition, as
of March 31, 2002, we had obligations of approximately $591 million of debt and
preferred securities now held by CoreComm Holdco, the $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 us. As a result of
these financial conditions, we currently lack the resources to meet our
obligations as they become due.

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

We do 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 our public notes, approximately $105.7
million principal amount of our Senior Unsecured Notes and all of our
outstanding preferred stock. We do not have the financial resources to meet the
obligations under these notes and preferred stock if CoreComm Holdco requires us
to do so. We have agreed that we will surrender to Holdco the number of shares
of Holdco common stock that Holdco requests. CoreComm Holdco intends to request
that we surrender, immediately following the merger, all shares of CoreComm
Holdco common stock that we 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, we will own no common stock of
Holdco, and thus will own no material assets, since Holdco common stock is our
only material asset. In exchange for surrendering such shares of Holdco common
stock, both CoreComm Holdco and us have agreed to waivers and amendments to
delay our having to make any payments with respect to these securities.


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


                                       19


<PAGE>

                        CoreComm Limited and Subsidiaries


We 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. We did
not pay any interest that was due on the public notes on October 1, 2001 until
December 2001 at which time we paid such 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 we are in default under those notes. The
consideration we are offering in our exchange offer for the 6% Convertible
Subordinated 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, we received written notification from Nasdaq indicating
that we 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 we would have until May 15, 2002 to regain compliance. We did
not regain compliance by May 15, 2002. On May 16, 2002, Nasdaq provided us with
written notice of a Nasdaq Staff Determination indicating that our common stock
is subject to delisting from the Nasdaq National Market. On May 23, 2002, we
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, our common stock will
continue to trade on the Nasdaq National Market. We will not be notified until
the Panel makes a formal decision. There can be no assurance that we will
prevail at the hearing, and that our common stock will not be delisted from the
Nasdaq National Market.



If our 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 our shares of 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 our common stock on the part of securities firms and other
factors. In addition, if our common stock is delisted from the Nasdaq National
Market and we no longer meets the requirements of Rule 12g-3 of the Securities
Exchange Act of 1934, we may terminate the registration of our 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 our 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 certain views of the
Securities and Exchange Commission regarding disclosure that should be
considered by registrants. Our contractual obligations and commercial
commitments are summarized below and are fully disclosed in the Notes to the
Financial Statements.



                                       20
<PAGE>

                        CoreComm Limited and Subsidiaries


The following table includes aggregate information about our contractual
obligations as of March 31, 2002 and the periods in which payments are due:

<TABLE>
<CAPTION>
                                                                    Payments Due by Period
Contractual                                                Less than 1            1-3           4-5            After 5
Obligations                          Total                    Year               Years         Years            Years
----------------------------------------------------------------------------------------------------------------------
                                                          (in thousands)
<S>                                <C>                    <C>                  <C>           <C>               <C>
Long-Term Debt (1)                 $270,429                  $ 4,750           $105,679      $160,000           $  -

Capital Lease
   Obligations                       none                          -                  -             -              -

Operating Leases                     none                          -                  -             -              -

Unconditional
   Purchase                          none                          -                  -             -              -
Obligations

Other Long-Term
   Obligations                       none                          -                  -             -              -
                                   -----------------------------------------------------------------------------------
Total Contractual
   Cash Obligations                $270,429                  $ 4,750           $105,679      $160,000           $  -
                                   ===================================================================================
</TABLE>

The following table includes aggregate information about our commercial
commitments as of March 31, 2002. Commercial commitments are items that we could
be obligated to pay in the future. They are not required to be included in the
condensed consolidated balance sheet.

<TABLE>
<CAPTION>
                                                                             Amount of Commitment
                                                                            Expiration Per Period

 Other Commercial          Total Amounts           Less than 1           1 - 3            4 - 5           Over 5
    Commitments              Committed                 year              years            years           years
----------------------------------------------------------------------------------------------------------------
                                                  (in thousands)
<S>                        <C>                    <C>                   <C>              <C>             <C>
Guarantees (2)                $172,699                $  -              $15,600          $81,900         $75,199
Lines of Credit                  None                    -                    -                -               -

Standby Letters of
Credit                           None                    -                    -                -               -


Standby   Repurchase
Obligations
                                 None                    -                    -                -               -

Other Commercial
Commitments (3)                  None                    -                    -                -               -
                           -------------------------------------------------------------------------------------
Total Commercial
Commitments                   $172,699                $  -              $15,600          $81,900         $75,199
                           =====================================================================================
</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 $7,592,000.

(2)   Guarantees include CoreComm Holdco's senior secured credit facility of
      $156,100,000, which is unconditionally guaranteed by us and CoreComm
      Holdco, and CoreComm Holdco's 10.75% Unsecured Convertible PIK Notes due
      April 2011 of $16,599,000 including accrued PIK interest for which
      CoreComm Holdco and us are co-obligors.

(3)   Fiberstream Inc.'s obligations to the City of New York have been excluded.


                                       21
<PAGE>

                        CoreComm Limited and Subsidiaries



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



For the three months ended March 31, 2002, cash provided by operating activities
was $363,000, which consisted primarily of proceeds received from a note
receivable on behalf of CoreComm Holdco. We have limited operations and do not
expect to generate any significant cash from operations in the future.



For the three months ended March 31, 2002, we did not have any cash flow from
investing activities. Our operations did not require any capital expenditures
during the three months ended March 31, 2002. No significant capital
expenditures are anticipated in the future.



For the three months ended March 31, 2002, we did not have any cash flow from
financing activities. We do not contemplate raising any additional financing in
the foreseeable future.



For the three months ended March 31, 2002 we had a cash flow deficit of
$1,351,000, excluding Corecomm Holdco's cash deficit.


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, our only material asset is its ownership of approximately 13%
of the outstanding capital stock of CoreComm Holdco. Our operating results for
the three months ended March 31, 2001 include the operations of CoreComm Holdco.
For the three months ended March 31, 2002, we accounted for all of CoreComm
Holdco's operations using the equity method. We do not have any significant
operations of our own.


                                       22
<PAGE>

                        CoreComm Limited and Subsidiaries



The following table includes the condensed consolidated statement of operations
for the three months ended March 31, 2001 for CoreComm Holdco and Subsidiaries,
CoreComm Limited with the operations of CoreComm Holdco deconsolidated and
CoreComm Limited and Subsidiaries as reported in our quarterly financial
statements.

<TABLE>
<CAPTION>
                                                     CORECOMM             CORECOMM              CORECOMM
                                                    HOLDCO AND         LIMITED WITHOUT        LIMITED AND
                                                   SUBSIDIARIES        CORECOMM HOLDCO        SUBSIDIARIES
                                                 ----------------------------------------------------------
<S>                                              <C>                   <C>                   <C>
      REVENUES                                   $   72,811,000        $    126,000          $  72,937,000

      COSTS AND EXPENSES
      Operating                                      63,520,000                  -              63,520,000
      Selling, general and administrative            30,795,000             804,000             31,599,000
      Corporate                                       2,098,000           1,796,000              3,894,000
      Non-cash compensation                           3,234,000                  -               3,234,000
      Other charges                                     119,000                  -                 119,000
      Asset impairments                             167,599,000                  -             167,599,000
      Depreciation                                   12,012,000              33,000             12,045,000
      Amortization                                   31,509,000               2,000             31,511,000
                                                 ----------------------------------------------------------
                                                    310,886,000           2,635,000            313,521,000
                                                 ----------------------------------------------------------
      Operating (loss)                             (238,075,000)         (2,509,000)          (240,584,000)

      OTHER INCOME (EXPENSE)
      Interest income and other, net                    664,000             112,000                776,000
      Interest expense                               (4,141,000)         (5,697,000)            (9,838,000)
                                                 ----------------------------------------------------------
      Loss before income tax provision             (241,552,000)         (8,094,000)          (249,646,000)
      Income tax (provision)                                -               (15,000)               (15,000)
                                                 ----------------------------------------------------------
      Net (loss)                                  $(241,552,000)        $(8,109,000)         $(249,661,000)
                                                 ==========================================================
</TABLE>

As the table above indicates, the changes between our results for the three
months ended March 31, 2002 and 2001 primarily relate to the deconsolidation of
CoreComm Holdco's operations on December 28, 2001. All other significant changes
between our operating results for the three months ended March 31, 2002 and our
operating results (excluding CoreComm Holdco's operations) for the three months
ended March 31, 2001 are discussed herein.

THREE MONTHS ENDED MARCH 31, 2002 AND 2001

One of our subsidiaries provides information technology consulting and billing
services to an unaffiliated wireless company. Revenues decreased to $108,000
from $126,000 as a result of a reduction in these services during the three
months ended March 31, 2002.

Selling, general and administrative expenses decreased to $68,000 from $804,000
primarily due to the following: In the three months ended March 31, 2001, we
incurred legal and other professional fees of approximately $363,000 due to our
financing related activities that culminated in additional financing in April
2001. Also in the three months ended March 31, 2001, our wholly owned subsidiary
Fiberstream, Inc. incurred costs of $367,000. We substantially reduced
Fiberstream's operations as a result of the modifications to our business plan
in April 2001. Finally, in the three months ended March 31, 2001, our billing
services subsidiary incurred costs of $74,000. In the three months ended March
31, 2002, selling, general and administrative expenses include $60,000 from our
billing services subsidiary and $8,000 from Fiberstream.


                                       23
<PAGE>

                        CoreComm Limited and Subsidiaries



Corporate expenses included the costs of our officers and headquarters staff,
the costs of operating the headquarters and costs incurred for strategic
planning and evaluation of business opportunities. In 2002, CoreComm Holdco
incurs all corporate expenses other than those directly related to us. We did
not incur any corporate expenses in the three months ended March 31, 2002. In
the three months ended March 31, 2001, a significant portion of our corporate
expenses was due to our financing related activities.

Interest income and other, net, decreased to $7,000 from $112,000 primarily as a
result of declining cash balances.

Interest expense of $5,651,000 and $5,697,000 for the three months ended March
31, 2002 and 2001, respectively, was related to interest accrued on our 6%
Convertible Subordinated Notes and our Senior Unsecured Notes Due 2003.

The income tax provision of $15,000 in 2001 was for state and local income tax.





RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," effective for us 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 our
results of operations, financial condition or cash flows.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," effective for us 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.
We are 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." We adopted SFAS No. 142 on January
1, 2002. The adoption of this new standard had no significant effect on our
results of operations, financial condition or cash flows.


                                       24
<PAGE>

                        CoreComm Limited and Subsidiaries



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.



                                       25
<PAGE>

                        CoreComm Limited and Subsidiaries


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The SEC's rule related to market risk disclosure requires that we describe and
quantify our 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. We are not exposed to market risks from changes in foreign currency
exchange rates or commodity prices. We do not hold derivative financial
instruments nor do we hold securities for trading or speculative purposes. Under
our current policies, we do not use interest rate derivative instruments to
manage our 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.

                            INTEREST RATE SENSITIVITY
                              AS OF MARCH 31, 2002
                      PRINCIPAL AMOUNT BY EXPECTED MATURITY
                              AVERAGE INTEREST RATE
-

<TABLE>
<CAPTION>
                            FOR THE
                              NINE
                             MONTHS
                             ENDING                    FOR THE YEARS ENDING DECEMBER 31,                             FAIR VALUE
                          DECEMBER 31,     -----------------------------------------------------------               ----------
                             2002           2003         2004         2005         2006     THEREAFTER     TOTAL       3/31/02
                          -----------------------------------------------------------------------------------------------------
<S>                       <C>             <C>          <C>            <C>       <C>         <C>          <C>         <C>
Long-term debt,
  including current
  Portion
Fixed rate                  $ 4,750       $105,679       $ -           $ -      $ 160,000      $ -       $270,429      $ - (a)
Average interest rate          6.00%         6.47%                                   6.00%
</TABLE>


(a)   Amount not determinable because of financial difficulty of CoreComm
      Limited.


                                       26
<PAGE>

                        CoreComm Limited and Subsidiaries


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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:

-     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 to Ameritech's requests for dismissal and these
      items are now pending before the court for disposition.



                                       27
<PAGE>

         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.





-     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.



-     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,
      certain of the defendants initiated litigation against several former
      principals of MegsINet seeking indemnification and contribution against
      KMC's claims.



                                       28
<PAGE>

                        CoreComm Limited and Subsidiaries


-     On March 1, 2002, Easton Telecom Services, LLC., referred to as Easton
      LLC, initiated litigation in the Northern District of Ohio against
      CoreComm Internet Group, Inc. asserting that Easton LLC is the assignee of
      several rights of Easton Telecom Services, Inc., referred to as Easton
      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 alleged early termination penalities, for
      telecommunications services purportedly provided under alleged contracts
      between Easton and MegsINet, Inc. Subsequently, on April 18, 2002, Easton
      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 plaintiffs claim 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.





-     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.

-     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.



                                       29
<PAGE>

                        CoreComm Limited and Subsidiaries



-     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.




-     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 3.    DEFAULTS UPON SENIOR SECURITIES

Since March 31, 2001, the Company has failed to declare dividends on any series
of preferred stock. Thus, no quarterly dividends have been paid on the 8.5%
Senior Convertible Preferred Stock, Series A (the "Series A Preferred"), or the
Company's Series B Senior Convertible Exchangeable Preferred Stock (the "Series
B Preferred") since December 31, 2000. The total arrearage on the unpaid
dividends on the Series A Preferred is equal to $5.7 million which would have
been payable either in the form of additional shares of preferred or common
stock, at the Company's option; the total arrearage on the unpaid dividends on
the Series B Preferred is equal to $18.2 million, which would have been payable
either in the form of common stock or cash, at the Company's option. The unpaid
dividends on each class of preferred stock continue to accrue until paid. These
securities are currently held by CoreComm Holdco.


                                       30
<PAGE>

                        CoreComm Limited and Subsidiaries


ITEM 5.     OTHER INFORMATION


(a)   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 and that it would have until May 15,
      2002 to regain compliance. The Company did not regain compliance by May
      15, 2002. On May 16, 2002, Nasdaq provided the Company with written notice
      of a Nasdaq Staff Determination indicating that its common stock is
      subject to delisting from the Nasdaq National Market. On May 23, 2002, the
      Company 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, the Company's common stock will continue to trade on the Nasdaq
      National Market. The Company will not be notified until the Panel makes a
      formal decision. There can be no assurance that the Company will prevail
      at the hearing, and that its common stock will not be delisted from the
      Nasdaq National Market.



      If the Company's 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 the Company's shares of 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 its common stock
      on the part of securities firms and other factors. In addition, if the
      Company's common stock is delisted from the Nasdaq National Market and it
      no longer meets the requirements of Rule 12g-3 of the Securities Exchange
      Act of 1934, the Company 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 the
      Company's common stock.


(b)   The CoreComm Holdco, Inc. and Subsidiaries Consolidated Financial
      Statements, Management's Discussion and Analysis of Results of Operations
      and Financial Condition and Quantitative and Qualitative Disclosures about
      Market Risk are included in Item 5 of Part II-see the Index on page S-1.


                                       31
<PAGE>

                        CoreComm Limited and Subsidiaries


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits.

            None

      (b)   Reports on Form 8-K.

            During the quarter ended March 31, 2002, the Company filed the
            following reports on Form 8-K:

                  (i)   Report dated January 8, 2002, reporting under Item 5,
                        Other Events, that CoreComm issued a press release
                        announcing closing of recapitalization transactions,
                        which it had announced on December 18, 2001.

                  (ii)  Report dated January 18, 2002, reporting under Item 5,
                        Other Events, that CoreComm issued a press release
                        voicing its strong support for the FCC's action
                        proposing a $6 million fine against SBC Communications
                        for refusing to provide competitors with
                        non-discriminatory access to SBC's shared transport
                        network.

                  (iii) Report dated February 8, 2002, reporting under Item 5,
                        Other Events, that CoreComm issued a press release
                        announcing that its formerly wholly-owned subsidiary
                        CoreComm Holdco, Inc. had filed registration statements
                        with the Securities and Exchange Commission, launched
                        the previously announced registered public exchange
                        offers and that the Companies had made changes in the
                        management roles of certain of their senior executives.

                  (iv)  Report dated March 8, 2002, reporting under Item 5,
                        Other Events, that CoreComm issued a press release with
                        its formerly wholly-owned subsidiary CoreComm Holdco,
                        Inc. announcing the extension of the expiration date of
                        the registered public exchange offers by CoreComm Holdco
                        until 5 PM., New York City time, on April 8, 2002.


  No financial statements were filed with these reports.


                                       32
<PAGE>
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                          CORECOMM LIMITED



Date:    June 27, 2002                         By: /s/ Michael A. Peterson
                                               -------------------------
                                               Michael A. Peterson
                                               Executive Vice President,
                                               Chief Operating Officer and
                                               Chief Financial Officer





Date:    June 27, 2002                         By: /s/ Gregg N. Gorelick
                                               --------------------------
                                               Gregg N. Gorelick
                                               Senior Vice President-Controller
                                               and Treasurer
                                               (Principal Accounting Officer)





                                       33
<PAGE>
                     CoreComm Holdco, Inc. and Subsidiaries

                         INDEX TO FINANCIAL INFORMATION


<TABLE>
<S>                                                                                                             <C>
The following financial information of CoreComm Holdco, Inc. and Subsidiaries is included in
Item 5 of Part II:

Index to Financial Information of CoreComm Holdco, Inc. and Subsidiaries................................         S-1
Condensed Consolidated Balance Sheets - March 31, 2002 (Unaudited)
     and December 31, 2001 ............................................................................          S-2
Condensed Consolidated Statements of Operations -
     Three months ended March 31, 2002 and 2001 (Unaudited) ...........................................          S-3
Condensed Consolidated Statement of Shareholders' Equity (Deficiency) -
     Three months ended March 31, 2002 (Unaudited) ....................................................          S-4
Condensed Consolidated Statements of Cash Flows -
     Three months ended March 31, 2002 and 2001 (Unaudited) ...........................................          S-5
Notes to Unaudited Condensed Consolidated Financial Statements ........................................          S-6

Management's Discussion and Analysis of Results of
     Operations and Financial Condition.................................................................        S-20

Quantitative and Qualitative Disclosures about Market Risk..............................................        S-31
</TABLE>




                                       S-1
<PAGE>
                     CoreComm Holdco, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                                          MARCH 31,           DECEMBER 31,
                                                                                            2002                 2001
                                                                                         -----------          ----------
                                                                                         (UNAUDITED)          (SEE NOTE)
                                                                                          RESTATED*            RESTATED*
<S>                                                                                    <C>                   <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                            $   26,841,000        $  24,966,000
  Accounts receivable-trade, less allowance for doubtful
     accounts of $8,388,000 (2002) and $9,759,000 (2001)                                   34,365,000           32,261,000
  Due from CoreComm Limited                                                                        --              646,000
  Other                                                                                     3,381,000            3,683,000
                                                                                       -----------------------------------
Total current assets                                                                       64,587,000           61,556,000

Fixed assets, net                                                                          80,339,000           86,722,000
Investment in CoreComm Limited                                                              3,863,000            3,863,000
Goodwill                                                                                  147,380,000          147,380,000
Intangible assets, net                                                                      5,622,000            5,706,000
Other, net of accumulated amortization of $1,248,000 (2002) and $1,045,000
  (2001)                                                                                   10,883,000           11,393,000
                                                                                       -----------------------------------
                                                                                       $  312,674,000        $ 316,620,000
                                                                                       ===================================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
  Accounts payable                                                                        $45,893,000          $37,348,000
  Accrued expenses                                                                         68,229,000           67,766,000
  Due to NTL Incorporated                                                                     315,000              917,000
  Due to CoreComm Limited                                                                     254,000                   --
  Current portion of long-term debt and capital lease
     Obligations                                                                            9,426,000            9,667,000
  Deferred revenue                                                                         28,195,000           29,652,000
                                                                                       -----------------------------------
Total current liabilities                                                                 152,312,000          145,350,000

Long-term debt                                                                            144,748,000          144,413,000
Notes payable to related parties                                                           16,241,000           15,807,000
Capital lease obligations                                                                     244,000              267,000

Commitments and contingent liabilities

Shareholders' deficiency:
  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 shares                                         300,000              300,000
Additional paid-in capital                                                              1,022,634,000        1,022,634,000
Deficit                                                                               (1,023,805,000)      (1,012,151,000)
                                                                                       -----------------------------------
                                                                                            (871,000)           10,783,000
                                                                                       -----------------------------------
                                                                                         $312,674,000         $316,620,000
                                                                                       ===================================
</TABLE>




* See Note 1


Note: The balance sheet at December 31, 2001 has been derived from the audited
balance sheet at that date.

See accompanying notes.



                                      S-2
<PAGE>
                     CoreComm Holdco, Inc. and Subsidiaries

                Condensed Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED MARCH 31,
                                                                              2002                   2001
                                                                         -------------------------------------
                                                                            RESTATED*
<S>                                                                      <C>                   <C>
REVENUES                                                                 $   74,311,000        $   72,811,000

COSTS AND EXPENSES
Operating                                                                    48,038,000            63,520,000
Selling, general and administrative                                          22,313,000            30,795,000
Corporate                                                                     1,698,000             2,098,000
Non-cash compensation                                                                --             3,234,000
Recapitalization costs                                                        1,182,000                    --
Other charges                                                                        --               119,000
Asset impairments                                                                    --           167,599,000
Depreciation                                                                  8,881,000            12,012,000
Amortization                                                                     84,000            31,509,000
                                                                         -------------------------------------
                                                                             82,196,000           310,886,000
                                                                         -------------------------------------
Operating loss                                                               (7,885,000)         (238,075,000)

OTHER INCOME (EXPENSE)
Interest income and other, net                                                 134,000                664,000
Interest expense                                                            (3,903,000)            (4,141,000)
                                                                         -------------------------------------
Net loss                                                                 $ (11,654,000)        $ (241,552,000)
                                                                         =====================================
Basic and diluted net loss per common share                              $        (.39)        $        (8.46)
                                                                         =====================================
Weighted average number of shares                                            30,000,000            28,542,000
                                                                         =====================================
</TABLE>



* See Note 1


See accompanying notes.



                                      S-3
<PAGE>
                     CoreComm Holdco, Inc. and Subsidiaries

      Condensed Consolidated Statement of Shareholders' Equity (Deficiency)
                                   (Unaudited)


                             Restated -- See Note 1



<TABLE>
<CAPTION>
                                                  COMMON STOCK              ADDITIONAL PAID-
                                           -------------------------        ----------------
                                             SHARES            PAR             IN CAPITAL              DEFICIT
                                           -----------------------------------------------------------------------
<S>                                        <C>             <C>              <C>                  <C>
Balance, December 31, 2001                 30,000,000      $ 300,000        $ 1,022,634,000      $ (1,012,151,000)
Net loss                                                                                              (11,654,000)
                                           -----------------------------------------------------------------------
Balance, March 31, 2002                    30,000,000      $ 300,000        $ 1,022,634,000      $ (1,023,805,000)
                                           =======================================================================
</TABLE>



      The Condensed Consolidated Statement of Shareholders' Equity (Deficiency)
and shares outstanding for purposes of computing basic and diluted net loss per
common share 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-4
<PAGE>
                     CoreComm Holdco, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                       THREE MONTHS ENDED MARCH 31,
                                                                                        2002                 2001
                                                                                   ------------------------------------
<S>                                                                                <C>                   <C>
Net cash provided by (used in) operating activities                                $   4,544,000         $ (18,555,000)

INVESTING ACTIVITIES
Purchase of fixed assets                                                              (2,405,000)             (530,000)
Proceeds from sales of marketable securities                                                  --             2,737,000
                                                                                   ------------------------------------
Net cash provided by (used in) investing activities                                   (2,405,000)            2,207,000

FINANCING ACTIVITIES
Proceeds from borrowing, net of financing costs                                               --             9,736,000
Principal payments                                                                            --            (1,559,000)
Principal payments of capital lease obligations                                         (264,000)           (4,560,000)
                                                                                   ------------------------------------
Net cash provided by (used in) financing activities                                     (264,000)            3,617,000
                                                                                   ------------------------------------
Increase (decrease) in cash and cash equivalents                                       1,875,000           (12,731,000)
Cash and cash equivalents at beginning of period                                      24,966,000            22,773,000
                                                                                   ------------------------------------
Cash and cash equivalents at end of period                                         $  26,841,000         $  10,042,000
                                                                                   ====================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for interest                                                           $   2,727,000         $   1,110,000
                                                                                   ====================================
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES
  Liabilities incurred to acquire fixed assets                                     $      93,000         $   3,691,000
                                                                                   ====================================
</TABLE>



See accompanying notes.



                                      S-5
<PAGE>
                     CoreComm Holdco, Inc. and Subsidiaries


            Notes to the Condensed Consolidated Financial Statements
                                   (Unaudited)


NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information pursuant to the rules and regulations of the SEC.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2002. For Further information, refer to the consolidated financial statements
and footnotes thereto included in Item 14(d) of CoreComm Limited's annual report
form 10-K/A for the year ended December 31, 2001.


The Company originally accounted for the Holdco recapitalization (see Note 2) at
fair value, but has determined that it was more appropriately accounted for at
historical cost. The principal effect of the restatement was to reduce
intangible assets, long-term debt and shareholders' equity (deficiency) by
$29,460,000, $11,710,000 and $17,750,000, respectively, at March 31, 2002 (and
$30,663,000, $12,054,000 and $18,609,000 at December 31, 2001). Additionally,
the net loss for the three months ended March 31, 2002 has been restated to
$11,654,000 from $12,513,000.


NOTE 2.  HOLDCO RECAPITALIZATION


In April 2001, CoreComm Holdco Inc., referred to as 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 (now owned by the Company) 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.




                                      S-6
<PAGE>
                     CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 2.  HOLDCO RECAPITALIZATION (CONTINUED)


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.


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 STATED
                                                                                                                VALUE WHEN
DESCRIPTION                                                 DATE ISSUED                ISSUER                     ISSUED
-----------                                                 -----------                ------                     ------
<S>                                                         <C>                  <C>                        <C>
                                                                                 CoreComm Limited and
10.75% Unsecured Convertible PIK Notes due 2011             April 2001           the Company                $10.0 million
10.75% Senior Unsecured Convertible PIK Notes Due
2010                                                                             CoreComm Limited and
                                                            December 2000        the Company                $16.1 million
Senior Unsecured Notes Due September
  29, 2003                                                  September 2000       CoreComm Limited           $108.7 million
6% Convertible Subordinated Notes Due
  2006                                                      October 1999         CoreComm Limited           $175.0 million(1)
Series A and Series A-1 Preferred
  Stock                                                     September 2000       CoreComm Limited           $51.1 million
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. The Company incurred additional costs, which consist primarily of legal
fees, accounting fees and printing fees, in connection with the Holdco
recapitalization of $1,182,000 during the three months ended March 31, 2002.



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.



                                      S-7
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE 2.  HOLDCO RECAPITALIZATION (CONTINUED)

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.


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 the number of shares of the Company's common stock that the Company
requests. The Company intends to request that CoreComm Limited surrender,
immediately following the merger, all shares of the Company's common stock that
it owns, other than the number of shares of the Company's common stock
deliverable upon conversion of the 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 the Company, and thus will own little or 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 through April 2003. 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 offers, 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.


                                      S-8
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 2.  HOLDCO RECAPITALIZATION (CONTINUED)


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.



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. CoreComm Limited has not yet
determined what actions will be taken if it receives this written notification.
If CoreComm Limited's 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's 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 the common stock on the part of securities
firms, the possible termination of registration of the shares under the
Securities Exchange Act of 1934, and other factors.



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. The Company's investment in CoreComm Limited notes and preferred
stock is $3,863,000.



                                      S-9

<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE 3.  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,
other than amortization of goodwill ceased as of January 1, 2002.



Upon the adoption of SFAS No. 142, the Company performed an analysis of its
intangible assets acquired before July 1, 2001 to determine whether they should
be classified and accounted for as part of or separate from goodwill. As a
result of the analysis, the Company determined that its identifiable intangible
assets such as customer lists and LMDS licenses do not meet the indefinite life
criteria of SFAS No. 142. Additionally, the Company determined that, with
respect to these assets, no changes in the remaining useful lives of these
assets were required.



The Company also performed an evaluation for impairment of its goodwill as of
January 1, 2002, and determined that no impairment charge was required. Absent
any new indicators of impairment, the Company's next evaluation of impairment
will be the annual test on October 1, 2002.



                                      S-10

<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 3.  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)



The following table shows the Company's net loss and our basic and diluted loss
per share, had SFAS No. 142 been in effect for the first quarter 2001.



<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED MARCH 31,
                                                                     2002                2001
                                                                ---------------------------------
<S>                                                             <C>                <C>
             Net loss -- as reported                            $ (11,654,000)     $ (241,552,000)
             Goodwill amortization                                         --          31,369,000
             Workforce amortization                                        --              31,000
                                                                ---------------------------------
             Net loss -- as adjusted                            $ (11,654,000)     $ (210,152,000)
                                                                =================================

             Basic and diluted loss per share:

             Net loss per share -- as reported                  $       (0.39)     $        (8.46)
             Goodwill amortization                                         --                1.10
             Workforce amortization                                        --                  --
                                                                ---------------------------------
             Net loss per share -- as adjusted                  $       (0.39)     $        (7.36)
                                                                =================================
</TABLE>



NOTE 4.  REVENUES

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED MARCH 31,
                                                                     2002                2001
                                                                ---------------------------------
<S>                                                             <C>                <C>
             Local exchange services                            $  26,272,000      $   23,865,000
             Toll-related telephony services                       17,689,000          20,663,000
             Internet, data and web-related services               23,444,000          22,553,000
             Other (a)                                              6,906,000           5,730,000
                                                                ---------------------------------
                                                                $  74,311,000      $   72,811,000
                                                                =================================
</TABLE>

----------


(a) Other includes wireless, paging and information services


NOTE 5.  ASSET IMPAIRMENTS

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.


                                      S-11
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE 6.  INTANGIBLE ASSETS

Intangible assets consist of:


<TABLE>
<CAPTION>
                                                                  MARCH 31,         DECEMBER 31,
                                                                    2002                2001
                                                                ---------------------------------
                                                                 (unaudited)
<S>                                                             <C>                <C>
          LMDS license costs                                    $   4,230,000      $    4,230,000
          Customer lists, net of accumulated amortization of
            $948,000 (2002) and $846,000 (2001)                     1,392,000           1,476,000
                                                                ---------------------------------
                                                                $   5,622,000      $    5,706,000
                                                                =================================
</TABLE>


NOTE 7.  FIXED ASSETS

Fixed assets consist of:


<TABLE>
<CAPTION>
                                                                  MARCH 31,         DECEMBER 31,
                                                                    2002                2001
                                                                ---------------------------------
                                                                 (unaudited)
<S>                                                             <C>                <C>
          Operating equipment                                   $ 104,462,000      $  102,529,000
          Computer hardware and software                           53,413,000          53,313,000
          Other equipment                                          13,066,000          12,956,000
          Construction-in-progress                                    355,000                  --
                                                                ---------------------------------
                                                                  171,296,000         168,798,000
          Accumulated depreciation                               (90,957,000)         (82,076,000)
                                                                ---------------------------------
                                                                $  80,339,000      $   86,722,000
                                                                =================================
</TABLE>


NOTE 8.  ACCRUED EXPENSES

Accrued expenses consist of:


<TABLE>
<CAPTION>
                                                                   MARCH 31,        DECEMBER 31,
                                                                     2002               2001
                                                                ---------------------------------
                                                                 (unaudited)
<S>                                                             <C>                <C>
          Payroll and related                                   $   7,907,000      $    7,517,000
          Professional fees                                           686,000             935,000
          Taxes, including income taxes                            13,713,000          16,534,000
          Accrued equipment purchases                                 134,000             385,000
          Toll and interconnect                                    30,743,000          28,668,000
          Reorganization costs                                      6,653,000           7,273,000
          Other                                                     8,393,000           6,454,000
                                                                ---------------------------------
                                                                $  68,229,000      $   67,766,000
                                                                =================================
</TABLE>



                                      S-12
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE 9.  LONG-TERM DEBT

Long-term debt consists of:


<TABLE>
<CAPTION>
                                                                  MARCH 31,         DECEMBER 31,
                                                                    2002                2001
                                                                ---------------------------------
                                                                 (unaudited)
<S>                                                             <C>                <C>
Senior secured credit facility, less unamortized discount of
   $11,352,000 (2002) and $11,687,000 (2001)                    $ 144,748,000      $  144,413,000
Other                                                                      --              33,000
                                                                ---------------------------------
                                                                  144,748,000         144,446,000
Less current portion                                                       --              33,000
                                                                ---------------------------------
                                                                $ 144,748,000      $  144,413,000
                                                                =================================
</TABLE>



The interest rate on the senior secured 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 March 31, 2002, the
effective interest rate on the amounts outstanding was 6.86%. Effective April
13, 2002, the interest rate on the facility is 6.75%, which will remain in
effect until October 12, 2002.


NOTE 10.  RELATED PARTY TRANSACTIONS


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. At March 31, 2002, and
December 31, 2001 the total amount of the notes outstanding, less the
unamortized discount of $358,000, and $367,000 was $16,241,000 and $15,807,000,
respectively.



NTL provided 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 consisted 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. 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 three months ended
March 31, 2002 and 2001, NTL charged the Company $84,000 and $104,000, which is
included in corporate expenses.



                                      S-13

<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 10.  RELATED PARTY TRANSACTIONS (CONTINUED)



The Company provided NTL with access to office space and equipment and the use
of supplies for which it charged NTL a percentage of the Company's total rent
and supplies expense. The Company ceased to provide NTL with access to office
space and supplies in the third quarter of 2001. 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 was reasonable. For the three months ended March 31, 2001, the
Company charged NTL $67,000, which reduced corporate expenses.


A subsidiary of the Company provides billing and software development services
to subsidiaries of NTL. The Company charges an amount in excess of its costs to
provide these services. General and administrative expenses were reduced by
$312,000 and $467,000 for the three months ended March 31, 2002 and 2001,
respectively, as a result of these charges.

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 aggregate $12.8 million as deferred revenue, of which
$1,068,000 was recognized during the three months ended March 31, 2002.


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 three months ended March 31, 2002 and 2001 was
approximately $450,000 and $400,000, respectively.



NOTE 11.  SHAREHOLDERS' EQUITY


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 condensed consolidated
financial statements and the notes thereto give retroactive effect to the stock
split.


                                      S-14

<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)



NOTE 11.  SHAREHOLDERS' EQUITY (CONTINUED)


NON-CASH COMPENSATION


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
CoreComm Limited's common stock to various employees 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,
"Accounting for Stock Issued to Employees," in April 2000, the Company recorded
a non-cash compensation expense of approximately $29.0 million and a non-cash
deferred expense of approximately $31.3 million. From January 1, 2001 to March
31, 2001, $3.2 million of the deferred non-cash compensation was charged to
expense.


NOTE 12.  OTHER CHARGES


Other charges of $119,000 for the three months ended March 31, 2001 are for
adjustments relating to the Company's announcement in December 2000 of a
reorganization of certain of its operations. These charges include additional
employee severance and related costs of $351,000, offset by a reversal of the
lease exit provision of $232,000.


The following table summarizes the reorganization charges utilized during the
three months ended March 31, 2002:


<TABLE>
<CAPTION>
                                                 EMPLOYEE
                                                 SEVERANCE         LEASE
                                                AND RELATED         EXIT       AGREEMENT
                                                   COSTS           COSTS      TERMINATIONS        TOTAL
                                                ---------------------------------------------------------
                                                                      (IN THOUSANDS)
<S>                                             <C>               <C>         <C>                <C>
     Balance, December 31, 2001......             $  509          $  3,106      $ 3,658          $  7,273
     Adjustments                                      60                 2          (64)               (2)
     Utilized                                       (267)             (324)         (27)             (618)
                                                  ------          --------      -------          --------
     Balance, March 31, 2002.........             $  302          $  2,784      $ 3,567          $  6,653
                                                  ======          ========      =======          ========
</TABLE>



                                      S-15
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE 13.  COMMITMENTS AND CONTINGENT LIABILITIES

As of March 31, 2002, the Company had purchase commitments of approximately
$5,700,000 outstanding.





The Company 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. The Company 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 the Company to costly litigation and the diversion
of its technical and/or management personnel. Additionally, any liability from
litigation that is not covered by the Company's insurance or exceeds its
coverage could have a material adverse effect on its business, financial
condition and/or operating results. Currently, the Company has the following
outstanding matters, which, if resolved unfavorably, could have a material
adverse effect on the Company's business, financial condition and/or results of
operations:



    -   CoreComm Newco, Inc., an indirect, wholly-owned subsidiary of the
        Company, 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.



                                      S-16

<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE 13.  COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)


        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 to Ameritech's requests for dismissal and
        these items are now pending before the court for disposition.



        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 $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, the Company cannot be certain how or when the
        matter will be resolved. The Company 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.




                                      S-17
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


NOTE 13.  COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)


    -   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 the Company, seeking
        approximately $8 million in allegedly past due amounts and the 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 the Company 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 the Company seeking a court order
        allowing it to take repossession of its alleged equipment. After a
        hearing on the matter following 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. Defendant's response to dismiss the May 3
        complaint was filed on May 29, 2002 asking the court to dismiss
        plaintiff's complaint, and 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 litigation.




    -   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, certain of the
        defendants initiated litigation against several former principals of
        MegsINet seeking indemnification and contribution against KMC's claims.



                                      S-18
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

      Notes to the Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)




NOTE 13.  COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)



    -   On March 1, 2002, Easton Telecom Services, LLC., referred to as Easton
        LLC, initiated litigation in the Northern District of Ohio against
        CoreComm Internet Group, Inc. asserting that Easton LLC is the assignee
        of several rights of Easton Telecom Services, Inc., referred to as
        Easton 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 alleged early
        termination penalties, for telecommunications services purportedly
        provided under alleged contracts between Easton and MegsINet, Inc.
        Subsequently, on April 18, 2002, Easton 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
        plaintiffs claim 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.



    -   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.




                                      S-19
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

Management's Discussion and Analysis of Results of Operations and Financial
Condition

RESULTS OF OPERATIONS

Until December 2001, we were a direct, wholly-owned subsidiary of CoreComm
Limited. As a result of prior recapitalization transactions completed as part of
the Holdco recapitalization, CoreComm Limited currently owns only approximately
13% of our outstanding common stock. Prior to the completion of the first phase
of the Holdco recapitalization, CoreComm Limited operated the same businesses
that we currently operate.

From 1998 to 2000, we were in the process of building infrastructure to support
a national roll-out according to our original business plan. This business plan
required significant capital to fund capital expenditures, operating expenses
and debt service. As a result, we historically experienced substantial operating
and net losses. In early 2001, we still required significant funds to complete
our 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 we could no longer finance our
original business plan. As a result, in 2001, we significantly revised our
business plan to focus on our most profitable businesses and geographic areas,
and reduce our operational costs and need for capital.

In 2001, we streamlined our strategy and operations to focus on our 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
for the residential market, with a focus on using Internet interfaces, as well
as our call centers, to efficiently sell, install and service our customers.

We have implemented cost savings through a variety of means, including facility
consolidation, efficiency improvements, vendor negotiations, network
optimization, and headcount reduction. We have reduced network costs and capital
expenditures by converting many of our local access lines to more profitable
Unbundled Network Element - Platform pricing from Total Service Resale pricing,
which provides higher margins. In addition, we were able to reduce the number of
facilities established without substantially affecting our service area by
leasing enhanced extended local loops from the incumbent local exchange
carriers. We have also improved our operating efficiency through improved
pricing terms and the elimination of duplicative or unneeded network facilities.

These efficiencies are reflected in the decrease in our expenses of more than
$140 million on an annualized basis, as shown in the table below:

<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                                                                (IN THOUSANDS)
                                                                         ------------------------------
                                                     % REDUCTION         MARCH 31,         DECEMBER 31,
                                                     Q4'00-Q1'02           2002                2000
                                                     -----------         -------------     ------------
<S>                                                  <C>                 <C>               <C>
       Operating Expenses                                26%                  $ 48,038         $ 65,002
       Selling, General and Administrative               42%                    22,313           38,414
       Corporate Expenses                                55%                     1,698            3,759
                                                                         ------------------------------
           Total                                         33%                  $ 72,049         $107,175
                                                                         ==============================
</TABLE>


                                      S-20
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

While reducing expenses in all areas of our business, we implemented new low
cost revenue initiatives such as launching business communications service to
several markets in the Great Lakes region and residential service in the East
using existing facilities. As a result of these changes, we are now focused
primarily in the Mid-Atlantic and Mid-West regions of the U.S.


In addition, the recapitalization transactions, which were completed in 2001
will reduce interest expense and preferred dividends from an aggregate annual
total of approximately $53.2 million to approximately $13.7 million, $10.5
million of which is in cash, based on interest rates as of April 13, 2002.



By the end of 2001, we had completed the implementation of our revised business
plan. Going forward, we will continue to monitor all areas of the business for
additional cost saving and revenue generating opportunities.

Although we continue to engage in efforts to increase our profitability, we are
also investigating other ways to generate cash for our business. In April 2001,
as announced by CoreComm Limited, we began evaluating strategic alternatives for
our non-CLEC assets and businesses and have retained advisors for the purpose of
conducting this review.

THREE MONTHS ENDED MARCH 31, 2002 AND 2001

The increase in revenues to $74,311,000 from $72,811,000 is due primarily to
customer acquisition, increased pricing and carrier access billing.

Operating costs include direct cost of sales, network costs and salaries and
related expenses of network personnel. Operating costs decreased to $48,038,000
from $63,520,000 due to a decrease in costs as a result of the implementation of
our revised business plan.

Selling, general and administrative expenses decreased to $22,313,000 from
$30,795,000 due to a decrease in costs as a result of the implementation of our
revised business plan.

Corporate expenses include the costs of our 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
$1,698,000 from $2,098,000 due to a decrease in costs as a result of the
implementation of our revised business plan.


In accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees," in April 2000, we recorded a non-cash compensation expense of
approximately $29.0 million and a non-cash deferred expense of approximately
$31.3 million. From January 1, 2001 to March 31, 2001, $3.2 million of the
deferred non-cash compensation was charged to expense. The remaining portion of
deferred non-cash compensation was charged to expense between April 1 and
December 31, 2001.



We incurred additional costs, which consist primarily of legal fees, accounting
fees and printing fees, in connection with our recapitalization of $1,182,000
during the three months ended March 31, 2002.



                                      S-21

<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

Other charges of $119,000 for the three months ended March 31, 2001 are for
adjustments relating to our announcement in December 2000 of a reorganization of
certain of our operations. These charges include additional employee severance
and related costs of $351,000, offset by a reversal of the lease exit provision
of $232,000.

At March 31, 2001, we reduced the carrying amount of goodwill related to certain
acquisitions by $167,599,000. In connection with the reevaluation of our
business plan and the decision to sell non-CLEC assets and businesses, we were
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 the other assets. The
estimated fair value of these businesses was determined based on the information
provided by the investment bank retained for the purposes of conducting this
sale.


Depreciation expense decreased to $8,881,000 from $12,012,000 primarily as a
result of the reduction in the carrying value of our fixed assets as determined
by a fair value analysis performed in accordance with SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of."



Amortization expense decreased to $84,000 from $31,509,000 due to the reduction
in the carrying value of our intangible assets as determined by a fair value
analysis performed in accordance with SFAS No. 121 as well as our adoption of
SFAS No. 142, "Goodwill and Other Intangible Assets" on January 1, 2002, which
required us to cease amortizing goodwill. Amortization expense on our goodwill
during the three months ended March 31, 2001 was $31,369,000. Our net loss and
our basic and diluted net loss per common share would have been $210,183,000 and
$7.36, respectively, had SFAS No. 142 been in effect for the first quarter of
2001.




Interest expense decreased to $3,903,000 from $4,141,000 due to the net effect
of a reduction in the effective interest rate on our senior secured credit
facility and an increase in the amortization of debt discount associated with
the senior secured credit facility. The effective interest rate on our senior
secured credit facility during the three months ended March 31, 2002 and 2001
was 6.86% and 9.11%, respectively.


RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," effective for us 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 our
results of operations, financial condition or cash flows.


                                      S-22
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," effective for us 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.
We are 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." We adopted SFAS No. 142 on January
1, 2002. The adoption of this new standard had no significant effect on our
results of operations, financial conditions or cash flows.



LIQUIDITY AND CAPITAL RESOURCES

We anticipate that we will have sufficient cash and cash equivalents on hand to
fund our operations, capital expenditures and debt service in 2002. By the end
of 2002, we anticipate that we will be generating enough cash from our
operations, which is net of cash interest expense, to fund our anticipated
capital expenditures. However, we anticipate that we and our subsidiaries will
not generate sufficient cash from operations to repay at maturity the entire
principal amount of our outstanding indebtedness. We intend to repay these
amounts through refinancings of this debt, or through other sources of
financing. However, our ability to raise additional capital in the future will
be dependent on a number of factors, such as our results of operations, the
amount of our indebtedness, and also general economic and market conditions,
which are beyond our control. If we are unable to obtain additional financing or
to obtain it on favorable terms, we may be required to further reduce our
operations, forego attractive business opportunities, or take other actions
which could adversely affect our business, results of operations and financial
condition.


                                      S-23
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

As of March 31, 2002, we had debt, which consists of a $156.1 million senior
secured credit facility, approximately $16.6 million in principal amount of
10.75% Unsecured Convertible PIK Notes due 2011, and approximately $9.7 million
of capital leases. Debt service on the senior secured credit facility includes
approximately $10.5 million in interest expense in each of 2002 and 2003 and
$10.2 million in 2004, on an annualized basis, based on the interest rates as of
April 13, 2002, as well as quarterly amortization and principal reductions which
total $0 in 2002, $1,950,000 in 2003, and $9,750,000 in 2004. We have made
interest payments of approximately $2.7 million for our senior secured credit
facility during the three months ended March 31, 2002. The 10.75% Unsecured
Convertible PIK Notes due 2011 have no cash interest payments, and are not due
until 2011. Our capital leases have $9.4 million due during the remainder of
2002, and $0.3 million due for the remainder of their terms. However,
approximately $8.3 million of these capital leases are obligations of our
subsidiary, MegsINet, Inc. and are not obligations of CoreComm Holdco. MegsINet,
Inc. is currently in settlement discussions with the holders of these leases. In
addition, at March 31, 2002, our current liabilities exceed our current assets
by approximately $88 million.


We still have significant expected capital expenditures even after the
implementation of our modified business plan. Under our revised business plan,
capital expenditures have been significantly reduced from prior levels. Total
actual capital expenditures for the three months ended March 31, 2002, described
as cash used to purchase of fixed assets in our cash flow statement, were
approximately $2.4 million. According to our current plans, capital expenditures
are expected to be approximately $7.4 million for the remainder of 2002 and $9.5
million and $14.2 million in 2003 and 2004, respectively. These future capital
expenditures will depend on a number of factors relating to our business, in
particular the growth level, geographic location and services provided to new
customers added during these years. Capital expenditures in future years will
also depend on the availability of capital and the amount of cash, if any,
generated by operations, which may impact our capital decisions relating to
initiatives such as, for example, network expansion and the implementation of
upgrades to our information services platforms.



In the first quarter of 2002, net cash provided by operations was approximately
$4.5 million. Continued execution of our business plan, including revenue growth
in more profitable areas and continued expense reduction, are expected to
continue to improve our financial results. An inability to generate cash from
operations and/or raise additional financing may effect our ability to meet our
cash requirements, which may have an adverse affect on us, and potentially our
viability as an ongoing business.



In addition, we are a holding company with no significant assets other than cash
and securities and investments in, and advances to, our subsidiaries. We are,
therefore, likely to be dependent upon receipt of funds from our subsidiaries to
meet our own obligations. However, our subsidiaries' debt agreements prevent the
payment of dividends, loans or other distributions to us, except in limited
circumstances. However, the limited permitted circumstances of distributions
from our subsidiaries may be sufficient for our operations, because nearly all
of the uses of funds described above are cash requirements of our subsidiaries.


                                      S-24

<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

Depending upon the success of the execution of our business plan, additional
capital raising may not be necessary in the foreseeable future. However, we
cannot assure you that:

        (a) we will be able to refinance our indebtedness as it comes due;

        (b) actual costs will not exceed the amounts estimated in our business
            plan or that additional funding will not be required;

        (c) we and our subsidiaries will be able to generate sufficient cash
            from operations to meet capital requirements, debt service and other
            obligations when required;

        (d) we will be able to access this cash flow;

        (e) we will be able to sell assets or businesses, 75% or more of the net
            proceeds from a sale may be required to be used to repay
            indebtedness; or

        (f) we will not be adversely affected by interest rate fluctuations.


We anticipate that we and our subsidiaries will not generate sufficient cash
flow from operations to repay at maturity the entire principal amount of our
outstanding indebtedness. Accordingly, we may be required to consider a number
of measures, including: (1) refinancing all or a portion of this indebtedness,
(2) seeking modifications to the terms of this indebtedness, (3) seeking
additional debt financing, which may be subject to obtaining necessary lender
consents, (4) seeking additional equity financing, or (5) a combination of the
foregoing. We are currently in compliance with all required ratios and covenants
contained in agreements governing our outstanding indebtedness.




                                      S-25
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

The following table shows our aggregate cash interest expense and principal
payments on our existing long term debt, anticipated estimated capital
expenditures, payments on capital leases and other debt, as well as the sources
of funds that we expect to use to meet these cash requirements through 2004.


<TABLE>
<CAPTION>
                                                  NINE MONTHS
                                                     ENDED
                                                 DECEMBER 31,
                                                     2002        2003      2004                SOURCE OF FUNDS
                                                 ------------------------------------------------------------------
                                                          (IN MILLIONS)
<S>                                              <C>           <C>       <C>        <C>
          Cash Interest Expense on
            existing Long-term debt(1)             $   7.8     $   10.5  $   10.2   Cash and cash equivalents on
                                                                                    hand and cash from operations
          Estimated Capital
            Expenditures(2)                            7.4          9.5      14.2   Cash and cash equivalents on
                                                                                    hand and cash from operations
          Principal Payments on existing
            Long-term debt(3)                          --          1.95      9.75   For 2002 and 2003, Cash and
                                                                                    cash equivalents on hand and
                                                                                    cash from operations;
                                                                                    For 2004, cash and cash
                                                                                    equivalents on hand, cash from
                                                                                    operations, and, if required,
                                                                                    refinancing sources or other
                                                                                    sources of financing(4).
          Payments on Capital Leases                   9.4          0.3       --    Approximately $8.3 million of
                                                                                    these capital leases are
                                                                                    obligations of our subsidiary,
                                                                                    MegsINet, Inc. and are not
                                                                                    obligations of CoreComm Holdco.
                                                                                    MegsINet, Inc. is currently in
                                                                                    settlement discussions with the
                                                                                    holders of these leases(5);
                                                                                    For the remaining amounts, cash
                                                                                    and cash equivalents on hand
                                                                                    and cash from operations
                                                   -------     --------  --------
                                                   $  24.6     $  22.25  $  34.15
                                                   =======     ========  ========
</TABLE>



----------

(1) The only long term debt of ours that requires cash interest expense is our
    $156.1 million senior secured credit facility. The amounts in the table are
    based on our current interest rate of 6.75%, which is in effect through
    October 12, 2002, and assume principal reductions as required in the
    facility.

(2) Future capital expenditures will depend on a number of factors relating to
    our business, in particular the growth level, geographic location and
    services provided to new customers added during these years.

(3) Principal payments indicated are amortization and principal reductions under
    our senior secured credit facility.

(4) Refinancing sources may include, for example, a new bank facility used to
    repay these amounts; other sources of financing may include capital raised
    through new debt or equity financing or asset sales. There can be no
    assurance that we will be able to refinance our indebtedness or raise the
    required funds.


                                      S-26
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


(5) Approximately $8 million of the capital lease and other debt obligations of
    MegsINet, Inc. are the subject of current litigation, as described in the
    section of this prospectus entitled " -- Our Business -- Legal Proceedings."



Although we believe that our plans, intentions and expectations as reflected in
or suggested by these forward-looking statements are reasonable as of the date
of this prospectus, we can give no assurance that our plans, intentions and
expectations will be achieved in a timely manner if at all.


Our outstanding indebtedness is described in further detail in the subsequent
paragraphs.



In April 2001, CoreComm Limited entered into a $156.1 million Amended and
Restated Credit Agreement with The Chase Manhattan Bank that amends and restates
the term loan facility and revolving credit facility that closed in September
2000. As of January 25, 2002, there was $106.1 million outstanding under the
term loan facility and $50.0 million outstanding under the revolving credit
facility. 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. Total annual principal
payments are as follows: $1,950,000 (2003); $9,750,000 (2004); $25,350,000
(2005); $50,700,000 (2006); $39,000,000 (2007) and $29,350,000 (2008). In the
event that any of the remaining approximately $4.75 million in principal amount
of public notes not owned by us 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 is, at our 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. Beginning October 12, 2001 and ending April 12, 2002, the interest rate
was 6.86%. Beginning April 13, 2002 and ending October 12, 2002, the interest
rate is 6.75%. Interest is payable at least quarterly. The commitment fee on the
unused portion of the commitments is 1.25% per annum payable quarterly, subject
to reduction to 1% per annum based upon the amount borrowed under the
facilities.



                                      S-27

<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

In April 2001, we and CoreComm Limited issued, as joint and several obligors, to
NTL Incorporated a convertible note in the aggregate principal amount of $15
million. This note will mature in April 2011. Interest on the note is at an
annual rate of 10.75% payable semiannually on October 15 and April 15 of each
year, commencing October 15, 2001. The interest is payable in kind by the
issuance of additional unsecured convertible notes in principal amount equal to
the interest payment that is then due. Additional unsecured convertible PIK
notes, dated October 15, 2001, and April 15, 2002 were issued in the principal
amount of approximately $0.8 million, and approximately $0.9 million,
respectively, as interest payments. The additional notes issued for interest
will have an initial conversion price equal to the greater of $1.00 and 120% of
the weighted average closing price of CoreComm Limited common stock for a
specified period. The April 2001 note and the October 2001 note are each
convertible into CoreComm Limited common stock prior to maturity at a conversion
price of $1.00 per share, subject to adjustment. However, NTL, which is the
holder of these notes, entered into letter agreements with us and with CoreComm
Limited relating to the conversion feature of these notes following the
acceptance of shares under the exchange offer for CoreComm Limited common stock.
Through those letter agreements, consistent with the original terms of the
notes, we and CoreComm Limited have agreed to exercise our right under these
notes so that, following our accepting shares of CoreComm Limited common stock
in the exchange offers, the convertibility feature of these 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 our common
stock. At that time, the conversion prices of these notes 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 our common stock for each of these notes. NTL has agreed not to
exercise its rights to convert any of these notes into CoreComm Limited common
stock until August 5, 2002, unless that right has previously ceased as described
above. In the event that we do not accept shares of CoreComm Limited common
stock in the exchange offers, the conversion feature of these notes would remain
into CoreComm Limited common stock. These notes are redeemable, in whole or in
part, at our option, at any time 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.




In October 1999, CoreComm Limited issued $175 million principal amount of public
notes, and received net proceeds of $168.5 million. In April 2001, $10,250,000
aggregate principal amount of these notes was converted into approximately
374,000 shares of CoreComm Limited's common stock. As part of the Holdco
recapitalization, on December 17, 2001, $160 million principal amount of the
public notes were exchanged for 1,456,806 common shares of our common stock and
the payment of the October 2001 interest payment of approximately $4.8 million.
The exchange offer for the public notes is our attempt to exchange the remaining
$4.75 million principal amount of the public notes not owned by us for an
aggregate amount of approximately 43,248 shares of our common stock and $142,500
in cash.



                                      S-28

<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

HOLDCO RECAPITALIZATION

In 2001, CoreComm Limited entered into agreements with holders of its public
notes whereby the holders agreed, to exchange their notes as part of the Holdco
recapitalization. The exchange for $160 million principal amount of public notes
was completed in December 2001, including the payment of the approximately $4.8
million by CoreComm Limited.

On December 28, 2001, we completed the exchange of shares of our common stock
for substantial amounts of the outstanding indebtedness of CoreComm Limited,
substantial amounts of our outstanding indebtedness as co-obligors with CoreComm
Limited and all of the outstanding preferred stock of CoreComm Limited. This
exchange was completed under an exchange agreement with CoreComm Limited and

        (1) holders of 10.75% Unsecured Convertible PIK Notes due 2011 and
            10.75% Senior Unsecured Convertible PIK Notes due 2010, which were a
            joint obligation of CoreComm Holdco and CoreComm Limited, in the
            initial principal amounts of $10,000,000 and $16,100,000,

        (2) the holders of Senior Unsecured Notes due September 29, 2003 of
            CoreComm Limited in the principal amount of $105.7 million, and

        (3) the holders of all of the preferred stock of CoreComm Limited, with
            respect to the initial liquidation preference of $301 million.

In December 2001, in connection with the Holdco recapitalization, we and
CoreComm Limited were granted an exception by Nasdaq, absent which we and
CoreComm Limited would have had to obtain stockholder approval prior to the
completion of the Holdco recapitalization. Accordingly, following the
consummation of the merger, we anticipate, based on conversations with Nasdaq,
that we will become the Nasdaq listed entity and will be subject to the
continued inclusion requirements of the Nasdaq National Market. If we fail to
meet the continued inclusion requirements, we believe that not being listed on
the Nasdaq National Market would have an adverse effect on the trading prices of
our common stock and would adversely affect the liquidity of the shares of
common stock held by our stockholders. In addition, not being listed may cause
future financing to be more difficult, more expensive or both.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS


    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. Our contractual obligations and commercial
commitments are summarized below, and are fully disclosed in the Notes to
Consolidated Financial Statements.



                                      S-29
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries

The following table includes aggregate information about our contractual
obligations as of March 31, 2002 and the periods in which payments are due:


<TABLE>
<CAPTION>
                                                                                 PAYMENTS DUE BY PERIOD
                                                             ----------------------------------------------------------
          CONTRACTUAL                                                     LESS THAN 1     1-3         4-5       AFTER 5
          OBLIGATIONS                                           TOTAL     YEAR           YEARS       YEARS       YEARS
          -----------                                        ----------------------------------------------------------
                                                                                     (IN THOUSANDS)
<S>                                                          <C>          <C>          <C>         <C>         <C>
          Long-Term Debt (1)                                 $ 172,699      $    --    $ 15,600    $ 81,900    $ 75,199
          Capital Lease Obligations                              9,670        9,426         244          --          --
          Operating Leases                                      29,490        7,477      10,684       6,738       4,591
          Unconditional Purchase Obligations                      none           --          --          --          --
          Other Long-Term Obligations                             none           --          --          --          --
                                                             ----------------------------------------------------------
          Total Contractual Cash Obligations                 $ 211,859      $16,903    $ 26,528    $ 88,638    $ 79,790
                                                             ==========================================================
</TABLE>


----------

(1) Long-term debt includes the senior secured credit facility of $156,100,000
    and the 10.75% Unsecured Convertible PIK Notes due April 2011 of $16,599,000
    including accrued PIK interest.


The following table includes aggregate information about our commercial
commitments as of March 31, 2002 and the periods in which payments are due.
Commercial commitments are items that we could be obligated to pay in the
future. They are not required to be included in the consolidated balance sheet.



<TABLE>
<CAPTION>
                                                                Amount of CommitmentEXPIRATION PER PERIOD
                                                                -------------------------------------------------------
                                                                TOTAL
          OTHER COMMERCIAL                                      AMOUNTS           LESS THAN 1    1 - 3    4 - 5    OVER 5
          COMMITMENTS                                           COMMITTED         YEAR           YEARS    YEARS     YEARS
          -----------                                           -------------------------------------------------------
                                                                                      (IN THOUSANDS)
<S>                                                             <C>               <C>         <C>      <C>        <C>
          Guarantees                                                  none        $    --     $  --    $  --      $  --
          Lines of Credit                                             none             --        --       --         --
          Standby Letters of Credit                                   none             --        --       --         --
          Standby Repurchase Obligations                              none             --        --       --         --
          Other Commercial Commitments.                             $5,700        $ 5,700        --       --         --
                                                                -------------------------------------------------------
          Total Commercial Commitments.                             $5,700        $ 5,700        --       --         --
                                                                =======================================================
</TABLE>


CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2002, cash provided by operating activities
was $4,544,000 in comparison to cash used in operating activities of $18,555,000
for the three months ended March 31, 2001. The change in cash flow is primarily
due to the implementation of our revised business plan.

For the three months ended March 31, 2002, cash used to purchase fixed assets
increased to $2,405,000 from $530,000 in the three months ended March 31, 2001,
which reflects increased purchases of operating equipment to improve and expand
our network.

Proceeds from borrowings, net of financing costs, of $9,736,000 was from the
borrowings under the senior secured credit facility in January 2001.


                                      S-30
<PAGE>
                        CoreComm Holdco, Inc. and Subsidiaries


QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



The SEC's rule related to market risk disclosure requires that we describe and
quantify our 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. We are not exposed to market risks from changes in foreign currency
exchange rates or commodity prices. We do not hold derivative financial
instruments nor do we hold securities for trading or speculative purposes. Under
our current policies, we do not use interest rate derivative instruments to
manage our 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. The
carrying amount of the variable rate senior secured credit facility approximates
the fair value. The fair value of our other notes payable are estimated using
discounted cash flow analyses, based on our current incremental borrowing rates
for similar types of borrowing arrangements.

                            INTEREST RATE SENSITIVITY
                              AS OF MARCH 31, 2002

                      PRINCIPAL AMOUNT BY EXPECTED MATURITY
                              AVERAGE INTEREST RATE






<TABLE>
<CAPTION>
                                   APRIL 1,
                                    2002 TO       FOR THE YEARS ENDING DECEMBER 31,
                                  DECEMBER 31,  -------------------------------------                          FAIR VALUE
                                     2002        2003       2004      2005      2006   THEREAFTER   TOTAL      3/31/02
                                  ---------------------------------------------------------------------------------------
                                                                    (IN THOUSANDS)
<S>                               <C>          <C>        <C>      <C>       <C>         <C>       <C>        <C>
          Long-term debt,
           including current
           portion:

          Fixed rate                $   --     $   --     $   --   $    --   $    --     $16,599   $ 16,599   $ 16,599
          Average interest rate                                                           10.75%

          Variable rate             $   --     $1,950     $9,750   $25,350   $50,700     $68,350   $156,100   $156,100
          Average interest rate
                                               Libor +    Libor +   Libor +   Libor +    Libor +
                                               4.5% or    4.5% or   4.5% or   4.5% or    4.5% or
                                               base       base      base      base       base
                                               rate       rate      rate      rate       rate
                                               + 3.5%     + 3.5%    + 3.5%    + 3.5%     + 3.5%
</TABLE>




                                      S-31