<PAGE>   1

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

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2000
                                       OR

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


Commission File No.                                  0-24521


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

            Bermuda                                              13-4068932
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

        Cedar House                                 Secretary CoreComm Limited
      41 Cedar Avenue                                  110 East 59th Street
 Hamilton, HM 12, Bermuda                              New York, NY  10022
      (441) 295-2244                                     (212) 906-8485

(Address, including zip code,             (Name, address, including zip code,
   and telephone number,               and telephone number, including area code
  including area code of                        of agent for service)
  Registrant's principal
   executive offices)

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,
2000 was 39,821,623.
<PAGE>   2
                        CoreComm Limited and Subsidiaries

                                      Index

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                        Page
-------  ---------------------                                                                        ----
<S>                                                                                                   <C>
Item 1.      Financial Statements

             Condensed Consolidated Balance Sheets -
             March 31, 2000 and December 31, 1999 .................................................    2

             Condensed Consolidated Statements of Operations -
             Three months ended March 31, 2000 and 1999  ..........................................    3

             Condensed Consolidated Statement of Shareholders' Equity -
             Three months ended March 31, 2000  ...................................................    4

             Condensed Consolidated Statements of Cash Flows -
             Three months ended March 31, 2000 and 1999  ..........................................    5

             Notes to Condensed Consolidated Financial Statements .................................    6

Item 2.      Management's Discussion and Analysis of Results of
             Operations and Financial Condition ...................................................   11

Item 3.      Quantitative and Qualitative Disclosure About Market Risk ............................   15

PART II.     OTHER INFORMATION
--------     -----------------

Item 6.      Exhibits and Reports on Form 8-K .....................................................   16

SIGNATURES ........................................................................................   17
----------
</TABLE>
<PAGE>   3
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        CoreComm Limited and Subsidiaries
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                         MARCH 31,          DECEMBER 31,
                                                                                            2000                1999
                                                                                            ----                ----
                                                                                        (Unaudited)          (See Note)
<S>                                                                                  <C>                   <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                         $  71,636,000         $  86,685,000
   Marketable securities                                                                55,670,000            92,041,000
   Accounts receivable-trade, less allowance for doubtful
     accounts of $4,520,000 (2000) and $3,949,000 (1999)                                 7,543,000             7,875,000
   Due from NTL Incorporated                                                               504,000               195,000
   Other                                                                                 8,414,000             5,791,000
                                                                                     -------------         -------------
Total current assets                                                                   143,767,000           192,587,000

Fixed assets, net                                                                       94,668,000            90,619,000
Goodwill, net of accumulated amortization of $9,651,000 (2000)
  and $7,262,000 (1999)                                                                 55,499,000            57,888,000
LMDS license costs                                                                      25,366,000            25,366,000
Other, net of accumulated amortization of $3,275,000 (2000)
 and $2,202,000 (1999)                                                                  24,550,000            25,643,000
                                                                                     -------------         -------------
                                                                                     $ 343,850,000         $ 392,103,000
                                                                                     =============         =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                   $   1,422,000         $  13,851,000
  Accrued expenses                                                                      35,546,000            32,215,000
  Equipment payable                                                                             --             4,702,000
  Current portion of notes payable and capital lease obligations                        18,848,000            19,127,000
  Deferred revenue                                                                       1,703,000             1,400,000
                                                                                     -------------         -------------
Total current liabilities                                                               57,519,000            71,295,000

Notes payable                                                                          178,418,000           179,318,000
Capital lease obligations                                                               11,468,000            14,564,000
Other                                                                                      238,000                    --

Commitments and contingent liabilities

Shareholders' equity:
  Series preferred stock - $.01 par value, authorized 1,000,000
    shares; issued and outstanding none                                                         --                    --
  Common stock - $.01 par value; authorized 75,000,000 shares;
    issued and outstanding 39,822,000 (2000) and 38,556,000
    (1999) shares                                                                          398,000               386,000
Additional paid-in capital                                                             255,459,000           246,319,000
(Deficit)                                                                             (159,650,000)         (119,779,000)
                                                                                     -------------         -------------
                                                                                        96,207,000           126,926,000
                                                                                     -------------         -------------
                                                                                     $ 343,850,000         $ 392,103,000
                                                                                     =============         =============
</TABLE>

Note: The balance sheet at December 31, 1999 has been derived from the audited
      balance sheet at that date.

See accompanying notes.

                                       2
<PAGE>   4
                        CoreComm Limited and Subsidiaries

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED MARCH 31,
                                               2000                  1999
                                               ----                  ----
<S>                                        <C>                  <C>
REVENUES                                   $ 18,959,000         $  3,596,000

COSTS AND EXPENSES
Operating                                    23,846,000            2,848,000
Selling, general and administrative          20,933,000            5,784,000
Corporate                                     2,396,000            2,292,000
Nonrecurring charges                          1,426,000                   --
Depreciation                                  5,214,000              428,000
Amortization                                  3,170,000              151,000
                                           ------------         ------------
                                             56,985,000           11,503,000
                                           ------------         ------------
Operating (loss)                            (38,026,000)          (7,907,000)

OTHER INCOME (EXPENSE)
Interest income and other, net                2,169,000            1,564,000
Interest expense                             (3,809,000)             (14,000)
                                           ------------         ------------
(Loss) before income tax provision          (39,666,000)          (6,357,000)
Income tax provision                           (205,000)            (165,000)
                                           ------------         ------------
Net (loss)                                 $(39,871,000)        $ (6,522,000)
                                           ============         ============

Basic and diluted net (loss) per
 share                                     $      (1.02)        $       (.22)
                                           ============         ============

Weighted average shares                      38,955,000           29,727,000
                                           ============         ============
</TABLE>

See accompanying notes.

                                       3
<PAGE>   5
                        CoreComm Limited and Subsidiaries

            Condensed Consolidated Statement of Shareholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         COMMON STOCK                    ADDITIONAL
                                                         ------------                     PAID-IN
                                                   SHARES                PAR               CAPITAL            (DEFICIT)
                                                   ------                ---               -------            ---------

<S>                                             <C>                <C>                  <C>                  <C>
Balance, December 31, 1999                      38,556,000         $     386,000        $ 246,319,000        $(119,779,000)
Exercise of stock options                        1,231,000                12,000            8,864,000
Exercise of warrants                                35,000                    --              276,000
Net (loss) for the three months ended
  March 31, 2000                                                                                               (39,871,000)
                                             -------------         -------------        -------------        -------------
Balance, March 31, 2000                         39,822,000         $     398,000        $ 255,459,000        $(159,650,000)
                                             =============         =============        =============        =============
</TABLE>

The Condensed Consolidated Statement of Shareholders' Equity reflects on a
retroactive basis the 3-for-2 stock split by way of a stock dividend paid on
February 2, 2000.

See accompanying notes.

                                       4
<PAGE>   6
                        CoreComm Limited and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED MARCH 31,
                                                        2000                 1999
                                                        ----                 ----
<S>                                                <C>                  <C>
Net cash (used in) operating activities            $(38,836,000)        $ (9,039,000)

INVESTING ACTIVITIES
Purchase of fixed assets                            (18,245,000)          (2,154,000)
Increase in other assets                               (150,000)          (1,806,000)
Purchase of marketable securities                   (20,015,000)         (45,492,000)
Proceeds from sale of marketable
  securities                                         57,426,000           69,643,000
                                                   ------------         ------------
Net cash provided by investing activities            19,016,000           20,191,000

FINANCING ACTIVITIES
Proceeds from borrowing, net of
   financing costs                                    1,209,000                   --
Proceeds from exercise of stock options
   and warrants                                       9,152,000              538,000
Principal payments                                   (1,307,000)                  --
Principal payments of capital lease
  obligations                                        (4,283,000)             (13,000)
                                                   ------------         ------------
Net cash provided by financing activities             4,771,000              525,000
                                                   ------------         ------------
Increase (decrease) in cash and
  cash equivalents                                  (15,049,000)          11,677,000
Cash and cash equivalents at beginning of
   period                                            86,685,000           26,161,000
                                                   ------------         ------------
Cash and cash equivalents at end of
  period                                           $ 71,636,000         $ 37,838,000
                                                   ============         ============

SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION
Cash paid for interest                             $  6,514,000         $      8,000
Income taxes paid                                       299,000                   --

SUPPLEMENTAL SCHEDULE OF
  NONCASH  INVESTING ACTIVITIES
Liabilities incurred to acquire fixed
  assets                                           $ 15,906,000         $    148,000
</TABLE>

See accompanying notes.

                                       5
<PAGE>   7
                        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 and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. 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, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1999.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
required to be adopted by the Company effective January 1, 2001. Management does
not anticipate that the adoption of this standard will have a significant effect
on results of operations, financial condition or cash flows of the Company.

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

The shares issuable upon the exercise of stock options, warrants and convertible
securities are excluded from the calculation of net (loss) per share as their
effect would be antidilutive.

NOTE 2.  ACQUISITIONS

In May 1999, the Company acquired 100% of the stock of MegsINet Inc. and the
competitive local exchange carrier ("CLEC") assets of USN Communications, Inc.
These acquisitions were accounted for as purchases, and, accordingly, the net
assets and results of operations of the acquired businesses were included in the
consolidated financial statements from the dates of acquisition.

The pro forma unaudited consolidated results of operations for the three months
ended March 31, 1999 assuming consummation of the acquisitions as of January 1,
1999 are as follows:

<TABLE>
<S>                                               <C>
  Total revenue                                   $29,695,000
  Net (loss)                                      (29,112,000)
  Basic and diluted net (loss) per share                 (.88)
</TABLE>

                                       6
<PAGE>   8
                        CoreComm Limited and Subsidiaries

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


NOTE 2.  ACQUISITIONS (CONTINUED)

A significant component of the pro forma results is associated with the
acquisition of certain assets of USN. Although USN quickly developed a large
customer list and revenue base in 1997 and 1998, it had difficulties under its
previous management providing services, including billing, customer care and
other operational areas, and filed for bankruptcy in February 1999. Since the
acquisition, we have been focusing on improving these operations, and have been
successful in many areas. However, we did not continue to actively sell
additional lines in these markets because we were not fully satisfied with the
quality of the operations. Consequently, and consistent with our due diligence,
transaction structure and purchase price, revenues associated with the USN
assets have declined significantly since our acquisition, and additional
declines may continue as customers leave or "churn" off the service.

NOTE 3.  PENDING ACQUISITIONS

On March 10, 2000, the Company announced that it had entered into a definitive
agreement to acquire ATX Telecommunications Services, Inc. ("ATX"), which is a
facilities based CLEC and integrated communications provider serving the
Mid-Atlantic states. The Company will pay a total consideration consisting of:
(a) approximately 12.4 million shares of the Company's common stock, (b) $250
million of 3% convertible preferred stock and (c) $150 million in cash, of which
up to $70 million, at the Company's option, may be paid in senior notes with a
two-year maturity. The convertible preferred stock will be convertible into
common stock at $44.36 per share. Under the agreement's cap provisions, the
shares of common stock to be issued will be reduced if the Company's stock price
at closing exceeds $46.38 per share, and the number of common shares underlying
the convertible preferred stock will be reduced if the Company's stock price at
closing exceeds $44.36 per share. The transaction is subject to regulatory and
shareholder approval and other customary closing conditions.

On March 13, 2000, the Company and Voyager.net, Inc. ("Voyager.net") announced a
definitive agreement to merge in a stock and cash transaction. Voyager.net is
the largest full-service Internet communications company in the Midwest, and is
rapidly expanding into Digital Subscriber Line ("DSL") delivery of its services.
Under the agreement, Voyager.net shareholders will receive 0.292 shares of the
Company's common stock and $3 in cash for each share of Voyager.net common stock
(an aggregate of approximately 9.2 million shares and approximately $95 million
in cash). Under the agreement's collar provisions, the shares of common stock
issued will be reduced if the Company's stock price at closing exceeds $57 per
share, and increased if the Company's common stock price at closing is below $41
per share. If the Company's stock price at closing is below $33 per share, there
would be no further adjustment to the number of shares of the Company's common
stock issued and Voyager.net would have the right to terminate the transaction,
subject to the Company's right to adjust further the shares issued. The
transaction is subject to shareholder approval and other customary closing
conditions. Holders of over a majority of the voting shares of Voyager.net have
entered into an agreement with the Company to vote in favor of the transaction.

                                       7
<PAGE>   9
                        CoreComm Limited and Subsidiaries

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


NOTE 4.  FIXED ASSETS

Fixed assets consist of:

<TABLE>
<CAPTION>
                                           MARCH 31,           DECEMBER 31,
                                             2000                 1999
                                             ----                 ----
                                         (unaudited)

<S>                                   <C>                   <C>
Operating equipment                   $  56,382,000         $  50,290,000
Computer hardware and software           23,853,000            17,455,000
Other equipment                          17,333,000             9,300,000
Construction-in-progress                 13,419,000            24,681,000
                                      -------------         -------------
                                        110,987,000           101,726,000
Accumulated depreciation                (16,319,000)          (11,107,000)
                                      -------------         -------------
                                      $  94,668,000         $  90,619,000
                                      =============         =============
</TABLE>

NOTE 5.  ACCRUED EXPENSES

Accrued expenses consist of:

<TABLE>
<CAPTION>
                                        MARCH 31,        DECEMBER 31,
                                          2000              1999
                                          ----              ----
                                      (unaudited)
<S>                                  <C>                <C>
Payroll and related                  $ 3,050,000        $ 2,903,000
Taxes, including income taxes          5,969,000          6,089,000
Accrued equipment purchases           13,455,000         13,455,000
Toll and interconnect                  6,853,000            637,000
Other                                  6,219,000          9,131,000
                                     -----------        -----------
                                     $35,546,000        $32,215,000
                                     ===========        ===========
</TABLE>

NOTE 6.  NOTES PAYABLE

Notes payable consist of:

<TABLE>
<CAPTION>
                                                          MARCH 31,           DECEMBER 31,
                                                             2000                1999
                                                             ----                ----
                                                         (unaudited)
<S>                                                      <C>                 <C>
6% Convertible Subordinated Notes                        $175,000,000        $175,000,000
Working capital promissory note, interest at 8.5%           2,694,000           3,077,000
Note payable for equipment, interest at 12.75%              6,661,000           6,238,000
Other                                                         252,000             283,000
                                                         ------------        ------------
                                                          184,607,000         184,598,000
Less current portion                                        6,189,000           5,280,000
                                                         ------------        ------------
                                                         $178,418,000        $179,318,000
                                                         ============        ============
</TABLE>

                                       8
<PAGE>   10
                        CoreComm Limited and Subsidiaries

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

NOTE 7.  RELATED PARTY TRANSACTIONS

Some of the officers and directors of the Company are also officers or directors
of NTL Incorporated ("NTL"). NTL provides the Company with management,
financial, legal and technical services, access to office space and equipment
and use of supplies. Amounts charged to the Company by NTL consist of salaries
and direct costs allocated to the Company where identifiable, and a percentage
of the portion of NTL's corporate overhead which cannot be specifically
allocated to NTL (which is agreed upon by the Board of Directors of NTL and the
Company). 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, 2000 and 1999, NTL charged the Company $397,000 and
$362,000, respectively, which is included in corporate expenses.

The Company provides NTL with access to office space and equipment and the use
of supplies. In the fourth quarter of 1999, the Company began charging NTL a
percentage of the Company's office rent and supplies expense. It is not
practicable to determine the amounts of these expenses that would have been
incurred had the Company operated as an unaffiliated entity. In the opinion of
management, this allocation method is reasonable. For the three months ended
March 31, 2000, the Company charged NTL $61,000, 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
$199,000 and $193,000 for the three months ended March 31, 2000 and 1999,
respectively, as a result of these charges.

NOTE 8.  NONRECURRING CHARGES

Nonrecurring charges of $1,426,000 in 2000 are for restructuring costs relating
to the Company's announcement in March 2000 of a reorganization of certain of
its operations. The charge consisted of employee severance and related costs of
$580,000 for approximately 70 employees to be terminated, primarily from the
sales and customer operations departments of USN, and lease exit costs of
$846,000. As of March 31, 2000, none of the provision had been used. The
provision for severance and related costs will be used in 2000 and the provision
for leases will be used through 2003.

NOTE 9.  COMMITMENTS AND CONTINGENT LIABILITIES

As of March 31, 2000, the Company had purchase commitments of approximately
$54,000,000 outstanding.

The Company is involved in various disputes, arising in the ordinary course of
its business, which may result in pending or threatened litigation. None of
these matters are expected to have a material adverse effect on the Company's
financial position, results of operations or cash flows.

                                       9
<PAGE>   11
                        CoreComm Limited and Subsidiaries

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

NOTE 10. SUBSEQUENT EVENT

In April 2000, the Compensation and Option Committee of the Board of Directors
approved the issuance of options to purchase approximately 2.7 million shares of
the Company's common stock to various employees at an exercise price 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 the second quarter of 2000, the Company will record a non-cash
compensation expense of approximately $29.0 million and a non-cash deferred
expense of approximately $31.3 million. The Company will charge the deferred
expense to non-cash compensation expense over the vesting period of the stock
options as follows: $9.7 million in 2000, $12.9 million in 2001, $7.5 million in
2002 and $1.2 million in 2003.

                                       10
<PAGE>   12
                        CoreComm Limited and Subsidiaries

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION.

                              RESULTS OF OPERATIONS

Three Months Ended March 31, 2000 and 1999

As a result of the completion of the acquisitions of 100% of the stock of
MegsINet Inc. and the CLEC assets of USN Communications, Inc. in May 1999, we
consolidated the results of operations of these businesses from the dates of
acquisition.

A significant component of the 2000 results is associated with the acquisition
of certain assets of USN. Although USN quickly developed a large customer list
and revenue base in 1997 and 1998, it had difficulties under its previous
management providing services, including billing, customer care and other
operational areas, and filed for bankruptcy in February 1999. Since the
acquisition, we have been focusing on improving these operations, and have been
successful in many areas. However, we did not continue to actively sell
additional lines in these markets because we were not fully satisfied with the
quality of the operations. Consequently, and consistent with our due diligence,
transaction structure and purchase price, revenues associated with the USN
assets have declined significantly since our acquisition, and additional
declines may continue as customers leave or "churn" off the service.

The increase in revenues to $18,959,000 from $3,596,000 is primarily due to
acquisitions in 1999, which accounted for $13,967,000 of the increase. The
remainder of the increase is primarily due to an increase in CLEC revenues from
an increase in customers, offset by the decline in prepaid cellular debit card
and cellular long distance revenues as a result of our termination of these
services in the third quarter of 1999. We had revenues of $1,087,000 in the
three months ended March 31, 1999 from the provision of these services.

Operating costs increased to $23,846,000 from $2,848,000 primarily due to
acquisitions in 1999, which accounted for $15,298,000 of the increase. Operating
costs as a percentage of revenues increased to 126% from 79%. The remainder of
the absolute increase, as well as the increase in percentage terms is the result
of an increase in the fixed component of operating expenses due to our migration
to a facilities-based infrastructure. Operating costs as a percentage of
revenues is expected to remain higher than 1999 levels until customer and
revenue growth exceeds the increase in facilities-based infrastructure costs. In
the three months ended March 31, 1999, operating costs included $890,000 related
to the prepaid cellular debit card and cellular long distance services.

Selling, general and administrative expenses increased to $20,933,000 from
$5,784,000 primarily due to acquisitions in 1999, which accounted for $8,428,000
of the increase. The remainder of the increase is a result of increased selling
and marketing costs and increased customer service costs. These costs are
expected to increase in the foreseeable future as we grow our operations and
customer base.

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 were $2,396,000 in
2000 and $2,292,000 in 1999.

                                       11
<PAGE>   13
                        CoreComm Limited and Subsidiaries

Nonrecurring charges of $1,426,000 in 2000 are for restructuring costs relating
to the Company's announcement in March 2000 of a reorganization of certain of
its operations. The charge consisted of employee severance and related costs of
$580,000 for approximately 70 employees to be terminated, primarily from the
sales and customer operations departments of USN, and lease exit costs of
$846,000. As of March 31, 2000, none of the provision had been used. The
provision for severance and related costs will be used in 2000 and the provision
for leases will be used through 2003.

Depreciation expense increased to $5,214,000 from $428,000 as a result of an
increase in fixed assets and acquisitions in 1999, which accounted for
$3,168,000 of the increase.

Amortization expense increased to $3,170,000 from $151,000 due to the
amortization of goodwill and other intangibles from the acquisitions in 1999.

Interest income and other, net, increased to $2,169,000 from $1,564,000
primarily due to interest income on the Company's cash, cash equivalents and
marketable securities.

Interest expense increased to $3,809,000 from $14,000 primarily due to interest
on the 6% Convertible Subordinated Notes issued in October 1999 and interest on
notes payable and capital leases of acquired businesses.

Non-cash compensation expense. In April 2000, the Compensation and Option
Committee of the Board of Directors approved the issuance of options to purchase
approximately 2.7 million shares of the Company's common stock to various
employees at an exercise price 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 the second quarter of
2000, the Company will record a non-cash compensation expense of approximately
$29.0 million and a non-cash deferred expense of approximately $31.3 million.
The Company will charge the deferred expense to non-cash compensation expense
over the vesting period of the stock options as follows: $9.7 million in 2000,
$12.9 million in 2001, $7.5 million in 2002 and $1.2 million in 2003.

                         LIQUIDITY AND CAPITAL RESOURCES

We will require significant resources to fund the construction of our
facilities-based network, develop and expand our existing businesses and fund
near term operating losses and debt service. We estimate that these requirements
will aggregate approximately $222 million from April 1, 2000 to December 31,
2000, which excludes the effect of the proposed acquisitions of ATX and
Voyager.net. We intend to use cash and securities on hand of $127.3 million at
March 31, 2000 to meet a portion of our operating and capital requirements. We
require additional financing to fund our planned operations and capital
expenditures in 2000. In addition, we require additional financing to complete
our proposed acquisitions. We are currently negotiating with equipment
manufacturers to provide us with vendor financing, and we currently anticipate
obtaining additional financing in the future. However, there can be no assurance
that the proposed financings will occur.

Acquisitions. In May 1999, we acquired MegsINet and the CLEC assets of USN
Communications. The USN acquisition includes a contingent payment in July 2000
which is payable only if the USN assets meet or exceed operating performance
thresholds. The total additional cash consideration that we may have to pay for
the USN assets is capped at $58.6 million. We do not expect the actual
contingent payment to be significant.

                                       12
<PAGE>   14
                        CoreComm Limited and Subsidiaries

In the future, we plan to make further appropriate acquisitions which may
require significant acquisition related and capital expenditures. On March 10,
2000, we announced that the Company had entered into a definitive agreement to
acquire ATX Telecommunications Services, Inc. and on March 13, 2000, the Company
and Voyager.net, Inc. announced a definitive agreement to merge in a stock and
cash transaction. We will require between $80 million and $150 million in cash
for the ATX acquisition and approximately $95 million in cash for the
Voyager.net merger. In addition, we will issue new shares of convertible
preferred stock and common stock to the shareholders of ATX, and new shares of
common stock to the shareholders of Voyager.net. We are evaluating our financing
options and will have to issue additional debt and/or equity to fund the cash
portion of these acquisitions. There can be no assurance that we will be able to
obtain the required financing.

Historical Uses of Cash. For the three months ended March 31, 2000, cash used in
operating activities increased to $38,836,000 from $9,039,000 in the three
months ended March 31, 1999 primarily due to the increase in the net loss to
$39,871,000 from $6,522,000. The net loss increased as a result of acquisitions
and an increase in selling and marketing costs and customer service expenses as
we have grown the business.

For the three months ended March 31, 2000, cash used to purchase fixed assets
increased to $18,245,000 from $2,154,000 in the three months ended March 31,
1999. The increase was due to acquisitions and as a result of an increase in
fixed asset purchases.

Proceeds from borrowings, net of financing costs, of $1,209,000 is from
additions to the note payable for equipment.

Network Construction. We intend to significantly expand our telecommunications
infrastructure in the United States over the next several years. We have
installed switches and other facilities, and we are in the process of installing
additional switches, Internet points-of-presence, and other telecommunications
facilities in many states. The anticipated amount of such expenditures in 2000
will be related to the number of new markets entered, the speed and location of
equipment deployment, the timing and integration of acquisitions, as well as the
mix of resold vs. facilities-based services.

We have deployed our Smart LEC (Local Exchange Carrier) facilities in Columbus,
Ohio, Cleveland, Ohio and Chicago, Illinois and are currently developing three
additional markets: Detroit, Michigan, New York, New York, and Boston,
Massachusetts. These six markets comprise approximately 18 million total access
lines. In connection with these markets, we are in the process of establishing
collocation facilities in approximately 135 Incumbent Local Exchange Carrier
("ILEC") central offices. We have also identified approximately 30 additional
markets where we intend to deploy our Smart LEC network in 2000-2002.

We believe that our Smart LEC strategy enables us to enter and construct our
networks into new cities with relatively low up-front expenditures and a
significant proportion of success-based capital expenditures. Depending on the
size of the market, we expect our up-front capital expenditures to be
approximately $7 to $10 million, which includes the costs of installing our
switch facility and our collocation facilities and other related initial set-up
and installation expenses.

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<PAGE>   15
                        CoreComm Limited and Subsidiaries

The significant majority of the additional capital costs will be based on
subscriber levels. These costs will include equipment to increase network
capacity, such as ports and modems in our switch and access devices. These costs
will vary based on the type, volume and services of each customer, but are
estimated to be approximately $400-$500 per line. For example, a sample target
market may have 1 million business lines and 2 million residential lines, for a
total of 3 million lines. Our total level of capital expenditures for that
market will depend on our level of penetration. If we are able to gain 3%
overall penetration of the market, we would serve approximately 90,000 lines,
and based on approximately $400-$500 per line, we would spend approximately
$35-$45 million on additional capital costs developing and expanding our
networks in the market. A lower or higher penetration would decrease or
increase, respectively, our additional capital costs.

The foregoing summary of the cost structure of our entry into a typical market
does not purport to be indicative of our performance, but is provided solely as
a basis for understanding our basic cost structure for individual communications
services in a typical target market. You should be aware that our actual
performance could differ materially from our current expectations.

Operations. Our businesses will also consume capital to acquire new customers
and to finance the working capital required to support these new customers.
These businesses will also require additional billing, customer service and
other back-office infrastructure. These capabilities can be expanded in-house or
can be outsourced to reduce up-front capital requirements. To date, our strategy
has been to utilize the expertise developed by our management to develop
in-house billing and back-office capabilities.

LMDS. Local Multipoint Distribution Service ("LMDS") is a fixed broadband
wireless service that may be used to provide high-speed data transfer, telephone
service, telecommunications network transmission, Internet access, video
broadcasting, video conferencing and other services. The spectrum is useable for
communications services from a fixed antenna, but is not suitable for mobile or
portable communications. LMDS can be used to provide a wireless high-capacity
broadband service for the "last mile" to a home or office.

The amount of capital required to construct our LMDS systems is not easily
quantifiable at this time, but is likely to be several times the $25 million
cost of the licenses. In addition to up-front network construction costs, a
significant ongoing capital requirement will be the cost to acquire customer
premise equipment to receive and transmit LMDS signals. We will deploy this LMDS
network only if we determine that we can achieve sufficient returns on our
capital invested, from reduced costs associated with providing our services or
from new services which we can offer through LMDS technology.

Sources of Liquidity. In October 1999, we issued $175 million principal amount
of 6% Convertible Subordinated Notes due 2006, and received net proceeds of
$168.5 million. Interest on the Convertible Subordinated Notes is payable
semiannually on April 1 and October 1 of each year, which commenced on April 1,
2000. We expect to experience substantial negative cash flow for the next
several years due to the continued development of our Smart LEC network and our
other businesses. Our cash flow requirements will depend upon:

    -  our network development schedules;

    -  acquisition opportunities;

    -  operating results; and

    -  technological developments.

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<PAGE>   16
                        CoreComm Limited and Subsidiaries

We are currently negotiating with equipment manufacturers, including Cisco
Systems, Inc., Lucent Technologies, Inc. and others to provide us with
additional vendor financing. In the aggregate, such financings are anticipated
to be significant. We are presently in the process of negotiating terms for
these transactions. However, until definitive agreements are reached with each
vendor, we cannot be certain that the proposed financings will occur, that the
terms will not change or that any alternative financing on terms satisfactory to
us will be available.

Our ability to raise additional capital will be dependent on a number of
factors, such as 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 delay the construction of our Smart LEC
network, forego attractive business opportunities, or take other actions which
could adversely affect our business, results of operations and financial
condition.

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' proposed debt agreements may prevent
the payment of dividends, loans or other distributions to us (except in certain
limited circumstances).

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements contained herein 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," "should," "intend,"
"plan," "will," "expects," "estimates," "projects," "positioned," "strategy,"
and similar expressions identify such forward-looking statements. 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:
general economic and business conditions, industry trends, the Company's ability
to continue to design and build its network, install facilities, obtain and
maintain any required government licenses or approvals and finance construction
and development, all in a timely manner, at reasonable costs and on satisfactory
terms and conditions, as well as assumptions about customer acceptance, churn
rates, overall market penetration and competition from providers of alternative
services, the impact of new business opportunities requiring significant
up-front investment, Year 2000 readiness and availability, terms and deployment
of capital.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

There have been no material changes in the reported market risks since the end
of the most recent fiscal year.

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<PAGE>   17
                        CoreComm Limited and Subsidiaries

PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

        (a)     Exhibits.

                27. Financial Data Schedule

        (b)     Reports on Form 8-K.

                During the quarter ended March 31, 2000, the Company filed the
                following current reports on Form 8-K:

                  (i)      Report dated January 18, 2000, reporting under Item
                           5, Other Events, that the Company's Board of
                           Directors declared a 3-for-2 stock split by way of a
                           stock dividend.

                  (ii)     Report dated February 29, 2000, reporting under Item
                           5, Other Events, that the Company unveiled its $10
                           million state-of-the-art Technology Management Center
                           in Cleveland.

                  (iii)    Report dated March 10, 2000, reporting under Item 5,
                           Other Events, the announcement that the Company
                           entered into a definitive agreement to acquire ATX.

                  (iv)     Report dated March 13, 2000, reporting under Item 5,
                           Other Events, the announcement that the Company and
                           Voyager.net entered into a definitive agreement to
                           merge in a stock and cash transaction.

                No financial statements were filed with these reports.

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<PAGE>   18
                                   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:    May 11, 2000             By: /s/ Barclay Knapp
                                  -------------------------
                                  Barclay Knapp
                                  President, Chief Executive Officer and
                                  Chief Financial Officer

Date:    May 11, 2000             By: /s/ Gregg N. Gorelick
                                  --------------------------
                                  Gregg N. Gorelick
                                  Vice President-Controller and Treasurer
                                  (Principal Accounting Officer)

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