<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q


(MARK ONE)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE QUARTER ENDED MARCH 31, 2000

                                       OR

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

         FOR THE TRANSITION PERIOD FROM  TO


                        COMMISSION FILE NUMBER: 0-20135


                         INTERMEDIA COMMUNICATIONS INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                      <C>
          DELAWARE                                             59-2913586
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification Number)

</TABLE>
                             3625 QUEEN PALM DRIVE
                              TAMPA, FLORIDA 33619
                    (Address of principal executive offices)

                                 (813) 829-0011
                                Telephone Number

         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 [ ]


           As of April 30, 2000, there were 53,303,137 shares of the
                    Registrant's Common Stock outstanding.


                                                                              1
<PAGE>   2


                         INTERMEDIA COMMUNICATIONS INC.

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       NO.
                                                                                                       ----

                         PART I. FINANCIAL INFORMATION

<S>           <C>                                                                                      <C>
ITEM 1.       FINANCIAL STATEMENTS (UNAUDITED):

              Condensed Consolidated Statements of Operations---Three-months
                ended March 31, 2000 and 1999                                                            3
              Condensed Consolidated Balance Sheets--March 31, 2000
                and December 31, 1999                                                                    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 FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS                                                                   11

                                            PART II. OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS                                                                         19

ITEM 2.       CHANGES IN SECURITIES                                                                     19

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES                                                           19

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                       19

ITEM 5.       OTHER INFORMATION                                                                         19

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K                                                          19

SIGNATURES                                                                                              21
</TABLE>


                                                                              2
<PAGE>   3


                    PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements


                         INTERMEDIA COMMUNICATIONS INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                    (IN THOUSANDS, EXCEPT SHARE INFORMATION)


<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED
                                                                        -----------------------------------------
                                                                        MARCH 31, 2000             MARCH 31, 1999
                                                                        --------------             --------------
<S>                                                                      <C>                        <C>
Revenues:
     Local access and voice ...............................              $    108,544               $    102,257
     Data, internet and web hosting .......................                   114,527                     78,431
     Integration services .................................                    38,623                     24,034
                                                                         ------------               ------------
                                                                              261,694                    204,722

 Expenses:
     Network operations ...................................                    90,169                     93,908
     Facilities administration and maintenance ............                    38,015                     22,634
     Cost of goods sold ...................................                    26,689                     15,804
     Selling, general and administrative ..................                    91,647                     57,295
     Depreciation and amortization ........................                    89,310                     71,611
     Deferred compensation ................................                     3,664                         21
     Business restructuring, integration and other charges                      2,630                      5,399
                                                                         ------------               ------------
                                                                              342,124                    266,672
                                                                         ------------               ------------
Loss from operations ......................................                   (80,430)                   (61,950)

Other income (expense):
     Interest expense .....................................                   (72,933)                   (62,178)
     Gain on sale of Digex stock ..........................                   864,321
     Interest and other income ............................                    13,818                      6,558
                                                                         ------------               ------------
Net income (loss) before minority interest and income taxes                   724,776                   (117,570)
Provision for income taxes ................................                    23,423                         --
                                                                         ------------               ------------
Net income (loss) before minority interest ................                   701,353                   (117,570)
Minority interest in net loss of subsidiary ...............                     8,299                         --
                                                                         ------------               ------------
Net income (loss) .........................................                   709,652                   (117,570)
Preferred stock dividends and accretions ..................                   (25,946)                   (22,483)
                                                                         ------------               ------------
Net income (loss) attributable to common stockholders .....              $    683,706               $   (140,053)
                                                                         ============               ============

Net income (loss) per common share:
     Basic ................................................              $      13.01               $      (2.84)
                                                                         ============               ============
     Diluted ..............................................              $       9.02               $      (2.84)
                                                                         ============               ============

Weighted average number of shares outstanding:
     Basic ................................................                52,545,409                 49,352,830
     Diluted ..............................................                77,010,101                 49,352,830
</TABLE>


                       See accompanying notes.


                                                                              3
<PAGE>   4


                         INTERMEDIA COMMUNICATIONS INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                    (IN THOUSANDS, EXCEPT SHARE INFORMATION)


<TABLE>
<CAPTION>
                                                                                                MARCH 31, 2000   DECEMBER 31, 1999
                                                                                                --------------   -----------------
                                                              ASSETS
<S>                                                                                              <C>                 <C>
Current assets:
    Cash and cash equivalents ...........................................................        $ 1,308,565         $   240,827
    Restricted investments ..............................................................             11,849              10,252
    Accounts receivable, less allowance for
       doubtful accounts of $22,420 in 2000 and $29,056 in 1999 .........................            309,785             287,771
    Prepaid expenses and other current assets ...........................................             45,492              38,289
                                                                                                 -----------         -----------
       Total current assets .............................................................          1,675,691             577,139
    Telecommunications equipment, net ...................................................          1,775,606           1,713,220
    Investments available for sale ......................................................              2,000                  --
    Intangible assets, net ..............................................................            930,196             948,215
    Other assets ........................................................................             56,517              57,848
                                                                                                 -----------         -----------
       Total assets .....................................................................        $ 4,440,010         $ 3,296,422
                                                                                                 ===========         ===========

                           LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Accounts payable ....................................................................        $    82,461         $   106,918
    Other accrued expenses ..............................................................            119,919             104,163
    Current portion of long-term debt and capital lease obligations .....................             25,739              32,077
                                                                                                 -----------         -----------
       Total current liabilities ........................................................            228,119             243,158
Long-term debt and capital lease obligations ............................................          2,883,595           2,935,210
Minority interest .......................................................................            203,870              53,964
Series B redeemable exchangeable preferred stock and accrued dividends, $1.00
  par value; 600,000 shares authorized; 450,847 and 436,127 issued and
  outstanding in 2000 and 1999, respectively ............................................            441,837             426,889
Series D junior convertible preferred stock and accrued dividends, $1.00 par
  value;  69,000 shares authorized; 53,728 issued and outstanding in 2000 ...............            133,432             133,268
Series E junior convertible preferred stock and accrued dividends, $1.00 par value;
  87,500 shares authorized; 64,892 shares issued and outstanding in 2000 and 1999,
  respectively ..........................................................................            160,974             160,778
Series F junior convertible preferred stock and accrued dividends, $1.00 par
  value;  92,000 shares authorized; 79,600 shares issued and outstanding
  in 2000 and 1999, respectively ........................................................            196,118             195,860
Series G junior convertible participating preferred stock and accrued dividends, $1.00
   par value; 200,000 shares authorized; 200,000 shares issued and outstanding in 2000 ..            189,162                  --
Stockholders' equity (deficit):
    Preferred stock, $1.00 par value; 911,500 and 1,111,500 authorized in 2000 and 1999,
      respectively, no shares issued ....................................................                 --                  --
    Series C preferred stock, $1.00 par value; 40,000 shares authorized, no
      shares issued .....................................................................                 --                  --
    Preferred stock in Digex subsidiary, $.01 par value; 5,000,000 shares authorized;
      100,000 designated as Series A Convertible; 100,000 shares outstanding in 2000 ....                  1                  --
    Common stock, $.01 par value; 150,000,000 shares authorized in 2000 and
      and 1999;  53,044,095 and 51,834,098 shares issued and outstanding
      in 2000 and 1999, respectively ....................................................                530                 518
    Additional paid-in capital ..........................................................            937,146             767,456
    Accumulated deficit .................................................................           (920,754)         (1,604,459)
    Deferred compensation ...............................................................            (14,020)            (16,220)
                                                                                                 -----------         -----------
Total stockholders' equity (deficit) ....................................................              2,903            (852,705)
                                                                                                 -----------         -----------
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) ........        $ 4,440,010         $ 3,296,422
                                                                                                 ===========         ===========
</TABLE>

                            See accompanying notes.


                                                                              4
<PAGE>   5


                         INTERMEDIA COMMUNICATIONS INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                  THREE MONTHS ENDED
                                                                                       --------------------------------------
                                                                                       MARCH 31, 2000          MARCH 31, 1999
                                                                                       --------------          --------------
<S>                                                                                     <C>                     <C>
OPERATING ACTIVITIES
     Net income (loss) .....................................................            $   709,652             $  (117,570)
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
         Gain on sale of Digex stock .......................................               (864,321)                     --
         Depreciation and amortization .....................................                 90,941                  72,959
         Amortization of deferred compensation .............................                  3,710                      28
         Non cash restructuring charges ....................................                    (43)                     --
         Accretion of interest on notes payable ............................                 30,222                  23,314
         Provision for doubtful accounts ...................................                  6,682                   4,666
         (Gain) loss on sale/disposal of property and equipment ............                    475                      --
         Minority interest in net loss of subsidiary .......................                 (8,299)                     --
         Changes in operating assets and liabilities:
             Accounts receivable ...........................................                (28,696)                (19,917)
             Prepaid expenses and other current assets .....................                 (7,203)                  2,582
             Other assets ..................................................                    (91)                    149
             Accounts payable ..............................................                (24,457)                (21,919)
             Other accrued expenses ........................................                 16,032                  (1,039)
                                                                                        -----------             -----------
                 Net cash provided by (used in) operating activities .......                (75,396)                (56,747)

INVESTING ACTIVITIES
     Purchases of restricted investments ...................................                 (3,597)                   (100)
     Purchases of telecommunications equipment .............................               (134,592)               (127,838)
     Proceeds from sale of Digex stock, net of issuance costs ..............                914,183                      --
     Proceeds from sale of telecommunications equipment ....................                     29                      --
                                                                                        -----------             -----------
                 Net cash used in investing activities .....................                776,023                (127,938)

FINANCING ACTIVITIES
     Proceeds from issuance of long-term debt, net of issuance costs .......                 24,790                 488,110
     Proceeds from termination of capital leases ...........................                    342                      --
     Proceeds from issuance of common stock of subsidiary,
       net of issuance costs ...............................................                171,675                      --
     Proceeds from issuance of preferred stock, net of issuance costs ......                187,456                      --
     Proceeds from issuance of preferred stock of subsidiary, net ..........                 85,000                      --
     Exercise of common stock warrants and options .........................                 11,189                   3,210
     Principal payments on long-term debt and capital lease obligations ....               (113,341)                 (5,432)
                                                                                        -----------             -----------
                 Net cash provided by financing activities .................                367,111                 485,888

Increase in cash and cash equivalents ......................................              1,067,738                 301,203

Cash and cash equivalents at beginning of period ...........................                240,827                 387,615
                                                                                        -----------             -----------

Cash and cash equivalents at end of period .................................            $ 1,308,565             $   688,818
                                                                                        ===========             ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid ..............................................................            $    43,702             $    36,950
Preferred stock issued as dividends on preferred stock .....................                 14,719                  12,889
Common stock issued as dividends on preferred stock ........................                  8,672                   8,707
Accretion of preferred stock ...............................................                    879                     887
</TABLE>

                            See accompanying notes.


                                                                              5
<PAGE>   6


                         INTERMEDIA COMMUNICATIONS INC.

              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
Article 10 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) necessary to present
fairly the information set forth therein have been included. The accompanying
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and footnotes included in the Annual
Report on Form 10-K of Intermedia Communications Inc. for the year ended
December 31, 1999.

         The consolidated financial statements include the accounts of
Intermedia and its majority and wholly owned subsidiaries including Digex,
Incorporated ("Digex"), a publicly-traded subsidiary of Intermedia. The
consolidated financial statements include 100% of the assets and liabilities of
these subsidiaries and the ownership interests of minority participants are
recorded as "minority interest". All significant intercompany transactions and
balances have been eliminated in consolidation.

         Operating results for the three-month period ended March 31, 2000 are
not necessarily an indication of the results that may be expected for the year
ending December 31, 2000.

RECENTLY ISSUED ACCOUNTING STANDARDS

         On December 3, 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in
Financial Statements", which provides guidance on the recognition,
presentation, and disclosure of revenue in financial statements. The SAB was
effective for the first quarter of the fiscal year beginning after December 15,
1999, however recently the SEC has extended the implementation date for
companies whose fiscal year ends between December 16, 1999 and March 15, 2000
to the second quarter of fiscal year 2000. Intermedia is currently evaluating
the impact of this SAB on its financial reporting of results of operations.
However, Intermedia does not believe that adoption of SAB 101 will have a
material impact on revenues.

         In March 2000, the FASB issued FASB Interpretation No. 44 "Accounting
for Certain Transactions involving Stock Compensation, an Interpretation of APB
No. 25" which requires variable accounting for certain stock option
transactions. This interpretation is effective July 1, 2000 but certain
guidelines cover specific events that occurred since either December 15, 1998
or January 12, 2000. Intermedia is currently evaluating the impact of this
Interpretation on its stock options held by both Digex and Intermedia
employees.

NOTE  2.  BUSINESS RESTRUCTURING AND INTEGRATION PROGRAM

         As more fully described in Intermedia's 1999 Annual Report on Form
10-K, during the second quarter of 1998, management committed to and commenced
implementation of the restructuring program (the "Program") which was designed
to streamline and refocus Intermedia's operations and facilitate the
transformation of Intermedia's five separate operating companies into one
integrated communications provider. The anticipated completion date of the
Program was December 31, 1999 however, during the first quarter of 2000,
additional costs were incurred.


                                                                              6
<PAGE>   7
         As provided for in the Program, Intermedia expensed business
restructuring and integration costs that were incurred since the inception of
the Program. These costs represent incremental, redundant, or convergence costs
that resulted directly from implementation of the Program, but are required to
be expensed as incurred.

         The following table sets forth the components of other business
restructuring and integration costs that were expensed as incurred during the
three months ended March 31, 2000 (in millions):

<TABLE>
<CAPTION>
                                                           THREE MONTHS
                                                         ENDED MARCH 31,
                                                               2000
                                                         ---------------
<S>                                                      <C>
Integration costs
    Network integration (A)                                   $ 1.2
    Department and employee realignment (B)                      .8
    Other (C)                                                    .6
                                                              -----

       Total                                                  $ 2.6
</TABLE>


(A)      Consists primarily of redundant network expense and amortization of a
         canceled contract for switched services.
(B)      Consists of branding, employee severance, and contract termination
         costs.
(C)      Consists primarily of lease termination fees over estimated accrual
         from 1998.

NOTE  3.  FINANCING AND GAIN ON SALE OF DIGEX STOCK

         On February 17, 2000, Intermedia sold 200,000 shares of its 7% Series G
Junior Convertible Participating Preferred Stock and warrants to purchase
2,000,000 shares of common stock for net proceeds of approximately $188 million.
The Series G preferred stock has a liquidation preference of $1,000 per share
and is convertible into 5,555,556 shares of Intermedia's common stock. The
dividend feature is cumulative and is payable quarterly in cash or common stock
of Intermedia. The warrants are exercisable in two separate groups of 1,000,000
shares at an exercise price of $40 and $45 per share respectively. Intermedia
has not yet completed the allocation of the proceeds between the preferred stock
and warrants. Such allocation will be completed in the second quarter.

         On January 12, 2000, Digex sold 100,000 shares of its preferred stock,
designated as Series A Convertible Preferred Stock (the "Digex Series A
Preferred Stock"), with detachable warrants to purchase 1,065,000 shares of
Digex's Class A Common Stock (the "Digex Warrants"), for an aggregate of $100
million of which $15 million was in the form of equipment purchase credits. The
Digex Series A Preferred Stock has an aggregate liquidation preference of $100
million, and is convertible into approximately 1,462,000 of Class A Common Stock
of Digex. The Digex Warrants can be exercised at any time over their three-year
term at a price of $57 per Digex share (the fair value of Digex's Class A Common
Stock on the transaction commitment date). The proceeds were allocated between
the Digex Series A Preferred Stock and the Digex Warrants based upon their
relative fair values. The use of proceeds from this transaction have been
committed to the development of application services provider (ASP) support
services.

         On February 16, 2000, Digex completed its second public offering of
12,650,000 shares of its Class A Common Stock. Digex offered 2,000,000 shares of
its Class A Common Stock and received net proceeds of approximately $171
million. Consistent with Intermedia's established policy, Digex's direct sale of
its unissued shares is accounted for as a capital transaction, thus resulting in
no gain on the sale. As part of that offering, Intermedia sold 10,650,000 shares
of its investment in Digex's Class B Common Stock, which upon the sale,
automatically converted into Class A Common Stock of Digex. Following such sales
of Digex stock, Intermedia owns 62% of the outstanding Common Stock of Digex. In
addition, Intermedia retains approximately 94.2%


                                                                              7
<PAGE>   8


voting interest in Digex. The net proceeds from the sale by Intermedia of its
investment in Digex were approximately $914 million of which approximately $500
million was used in the second quarter of 2000 to reduce Intermedia's
outstanding debt and the remainder will be used to purchase telecommunications
related assets. Intermedia recognized a gain on sale of its investment in Digex
stock of approximately $864 million.

NOTE  4.  INCOME TAXES

         Intermedia realized a taxable gain of approximately $881 million on
the sale of its investment in Digex stock resulting in consolidated taxable
income for the quarter ended March 31, 2000 of $742 million. Intermedia
utilized $742 million of net operating loss carryforwards during the quarter to
offset regular taxable income. As of March 31, 2000, approximately $387 million
of net operating loss carryforwards are available to offset future taxable
income through the year 2019. However, limitations apply to the use of the net
operating loss carryforwards. Although Intermedia utilized net operating losses
to offset regular federal taxable income, Intermedia has recorded approximately
$23 million of current tax expense related to the Alternative Minimum Tax
("AMT"). The payment of AMT creates a credit carryforward which may be used
indefinitely to reduce regular federal income taxes in the future.

         At March 31, 2000, primarily as a result of the net operating loss
carryforwards and AMT credit carryforwards, Intermedia was in a net deferred
tax asset position. The full amount of the net deferred tax asset was offset by
a valuation allowance due to uncertainties associated with the future
realization of the deferred tax asset.

         NOTE  5.  EARNINGS PER SHARE
         The following table sets forth the computation of basic and diluted
income (loss) per share of Intermedia Common stock (dollars in thousands, except
share and per share amounts):

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                            MARCH 31, 2000
                                                                        2000              1999
                                                                   ------------       ------------
         <S>                                                       <C>                <C>
         Numerator:
           Net income (loss)                                       $   709,652        $  (117,570)
           Preferred stock dividends and accretions                    (25,946)           (22,483)
                                                                   -----------        -----------
           Numerator for basic income (loss)per
               share - income (loss) attributable to
               common stockholders                                     683,706           (140,053)
           Effect of dilutive securities                                10,973                 --
                                                                   -----------        -----------
           Numerator for diluted income (loss) per
               share income (loss) attributable to
               common stockholders after assumed
               conversions                                         $   694,679        $  (140,053)
         Denominator:
          Denominator for basic income (loss) per
           share weighted-average shares                            52,545,409         49,352,830
          Effect of dilutive securities                             24,464,692                 --
                                                                   -----------        -----------
          Denominator for diluted income (loss) per
           share - adjusted weighted-average shares                 77,010,101         49,352,830
                                                                   ===========        ===========

         Basic income (loss) per share of
           common share                                                 $13.01             $(2.84)
                                                                   ===========        ===========
         Diluted income (loss) per share of
           common share                                                  $9.02             $(2.84)
                                                                   ===========        ===========
</TABLE>

         Unexercised options to purchase 8,074,154 shares of Common Stock as of
March 31,1999 and outstanding convertible preferred stock, convertible into
17,076,495 shares of Common Stock as of March 31,1999, were not included in the
computations of diluted loss per share in 1999 because assumed
exercise/conversion would be anti-dilutive.


                                                                              8
<PAGE>   9


NOTE  6.  CONTINGENCIES

         Intermedia is not a party to any pending legal proceedings except for
various claims and lawsuits arising in the normal course of business.
Intermedia does not believe that these normal course of business claims or
lawsuits will have a material effect on Intermedia's financial condition,
results of operations or cash flows.

         Intermedia maintains interconnection agreements with incumbent local
exchange carriers ("ILECs") in Florida, Georgia, North Carolina, Tennessee, and
in numerous other states across the country. These contracts govern the
reciprocal amounts to be billed by competitive carriers for terminating local
traffic in each state. While most of Intermedia's interconnection agreements
have expired and are in the process of being renegotiated, all but one of the
expired contracts continue on a month-to-month basis at existing rates for
reciprocal compensation. During 1997 and 1998, Intermedia recognized revenue
from these ILECs of approximately $47.0 million for these services and $97.8
million for the year ended December 31, 1999. During the first quarter of 2000,
Intermedia recognized approximately $32.3 million in revenue for these services.
As of March 31, 2000,$123.8 million has not been collected.

         Intermedia accounts for reciprocal compensation with the ILECs, as
local network services, fully subject to reciprocal compensation, pursuant to
the terms of its interconnection agreements. Accordingly, revenue is recognized
in the period that the traffic is terminated. This traffic and resulting revenue
includes fees for terminating local calls to Internet Service Providers
("ISPs"). A number of ILECs have refused to pay these reciprocal compensation
amounts in whole or in part for ISP-bound traffic, however, citing a variety of
legal theories. The circumstances surrounding the disputes, including the status
of cases that have arisen by reason of similar disputes referred to below, are
considered by management periodically in determining whether reserves against
unpaid balances are warranted. As of March 31, 2000, provisions have not been
considered necessary by management.

         Management believes the issue related to mutual compensation for
Internet traffic to be an industry wide matter that will ultimately be resolved
on a state-by-state basis. In February 1999 the FCC issued an order finding
that dial-up calls to ISPs were predominantly long distance and were subject to
the FCC's jurisdiction. However, the FCC also found that since it had
historically treated traffic to ISPs as local, it would be reasonable for such
traffic to continue to be compensated as local. Prior to the FCC's ruling, 29
states had ruled that ISP traffic was eligible for reciprocal compensation. Up
until that time, no state had ruled that ISP traffic was not eligible. However,
once the FCC order was issued, the competitive local exchange carriers
("CLECs") were forced to re-file complaints against the ILECs in the state
commissions. Subsequent to the FCC's ruling, the majority of the state
commissions re-affirmed the FCC's determination that although ISP traffic is
considered interstate jurisdictionally, it is treated as local for compensation
purposes, and therefore subject to the terms of the interconnection agreements
already in place.

         Subsequent to the FCC's February 25th order, at least 18 states have
reaffirmed prior determinations or affirmed for the first time that ILECs are
required to compensate "CLECs" for terminating ISP-bound traffic under existing
agreements. Florida, Georgia, North Carolina, and Tennessee are among the
states that have confirmed that reciprocal compensation must be paid. To date,
nine courts have also upheld state decisions requiring compensation under the
interconnection agreements for traffic terminated to ISPs.

         This trend in state decisions is no longer unanimous, however. Two
state commissions, the Massachusetts Department of Telecommunications and
Energy and the Missouri Public Service Commission, have issued orders that
raise questions as to whether a CLEC may receive reciprocal compensation for
ISP-bound traffic under specific interconnection agreements, but these
decisions do not positively determine whether or not a CLEC has the right to
collect such compensation. The New Jersey Board of Public Utilities and the
Louisiana Public Service Commission have issued orders which found that
reciprocal compensation is not due in certain situations. To date, these are
the only two state commissions in the country to expressly rule against
reciprocal compensation for Internet-bound traffic under existing
interconnection agreements, although the New Jersey holding may not apply to
all existing agreements. The South Carolina Public Service Commission has


                                                                              9
<PAGE>   10


ruled that reciprocal compensation for ISP-bound traffic is not required for
agreements subsequent to the FCC's order.

         On March 24, 2000, the DC Circuit Court of Appeals overturned the FCC's
February 1999 order finding that the FCC's logic was full of inconsistencies and
that the FCC failed to produce a reasoned rationale for its decision. The DC
Circuit Court decision should have the effect of overturning the few state
regulatory decisions that have denied reciprocal compensation on the grounds
that such traffic is not local. To that end, two of the four states are
reconsidering their decisions.

         Due to the DC Circuit Court of Appeals ruling, management continues to
believe that the overall pattern of decisions are strong evidence of a trend
suggesting that other state commissions will take the same position as those
that require the payment of reciprocal compensation, although Intermedia cannot
predict with certainty what the outcome of future decisions will be. Management
is pursuing this matter vigorously and believes that the ILECs will ultimately
pay all amounts due in full. Information contained herein reflects decisions
relevant to Intermedia's existing agreements and does not include decisions
that may affect Intermedia prospectively or that may relate to future
agreements entered into by the Company with ILECs.

NOTE  7.  SEGMENT INFORMATION

       Intermedia has two separate operating segments. The core business is its
integrated communications services segment which provides three principal
groups of service offerings to business and government customers, as reported
in Intermedia's statement of operations. Intermedia also owns a 62% interest in
Digex, which provides managed Web site and application hosting services to
large businesses and Internet companies operating mission-critical,
multi-functional Web sites and Web-based applications. Each of these segments
has separate management teams and operational infrastructures. Substantially
all of the revenues from both Intermedia and Digex are attributable to
customers in the United States. Additionally, all of the Intermedia's assets
are located within the United States.

       The table below summarizes Intermedia's segment reporting data (in
millions). Eliminations include intersegment revenues, receivables, and
investment related accounts.


<TABLE>
<CAPTION>
                                               CORE
                                             INTEGRATED
                                           COMMUNICATIONS                                CONSOLIDATED
                                              SERVICES        DIGEX      ELIMINATIONS     INTERMEDIA
                                           --------------     -----      ------------    ------------

<S>                                       <C>              <C>           <C>             <C>
Three Months ended March 31, 2000
   Revenue from external customers        $    233.7       $   28.0           --         $    261.7
   Intersegment revenue                          3.2             --         (3.2)                --
   Loss from operations                        (51.7)         (28.7)          --              (80.4)
Three months ended March 31, 1999
   Revenue from external customers             195.3            9.4           --              204.7
   Intersegment revenue                          1.4             --         (1.4)               --
   Loss from operations                        (53.4)          (8.6)          --              (62.0)

Total assets at March 31, 2000            $  3,879.3       $  563.4       $ (2.7)        $  4,440.0
Total assets at March 31, 1999               3,319.6          107.4           --         $  3,427.0
</TABLE>

NOTE  8.  SUBSEQUENT EVENT

         In May 2000, Intermedia completed the repurchase of approximately
$500.0 million face value of senior indebtedness with a portion of the proceeds
it obtained from its sale of Digex stock. Annual cash interest savings as a
result of the repurchase are approximately $44.0 million.


                                                                             10
<PAGE>   11


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

         The following discussion should be read in conjunction with the
condensed consolidated financial statements and notes thereto included
herewith, and with the Management's Discussion and Analysis of Financial
Condition and Results of Operations and audited consolidated financial
statements and notes thereto included in Intermedia's Annual Report on Form
10-K for the year ended December 31, 1999, filed with the Commission.

OVERVIEW

         Intermedia provides integrated data and voice communications services,
including enterprise data solutions (frame relay and ATM), Internet
connectivity, private line data, managed Web site and application hosting,
local and long distance, and integration services to approximately 90,000
business and government customers. As of March 31, 2000, Intermedia is the
fourth largest nationwide frame relay provider in the United States (based upon
frame relay revenues), a leading Tier One Internet service provider, the
largest shared tenant telecommunications service provider, and a leading
domestic provider of systems integration services. Intermedia is also a leading
and rapidly growing provider of managed Web site and application hosting
services to large corporations and Internet companies through Digex, its
subsidiary. As more fully discussed in the notes to the financial statements,
Intermedia operates in primarily two segments, integrated communications
provider and Web site and application hosting services. Intermedia uses a
management approach to report its financial and descriptive information about
its operating segments. Where significant, the revenue, profitability and cash
needs of the Digex Web site segment are discussed below.

         Intermedia delivers its local access and voice services, primarily
through its owned local and long distance switches, over a digital transport
network. Intermedia offers its data and Internet services to its customers on
an extensive inter-city network that connects its customers to locations
nationwide. Through its 959 network to network interfaces ("NNIs") and 193 data
switches, Intermedia has established one of the most densely deployed frame
relay switching networks in the nation. Intermedia's nationwide interexchange
network carries both its data and voice traffic.

         Intermedia achieved $15.2 and $15.1 million positive EBITDA before
certain charges for the first quarter in 2000 and 1999, respectively, and
increased its revenue base substantially. EBITDA before certain charges
consists of earnings (loss) before interest expense, interest and other income,
deferred compensation, income taxes, depreciation, amortization, charges for
in-process R&D, and business integration, restructuring and other costs
associated with the Program. EBITDA before certain charges does not represent
funds available for management's discretionary use and is not intended to
represent cash flow from operations. EBITDA before certain charges should not
be considered as an alternative to net loss as an indicator of Intermedia's
operating performance or to cash flows as a measure of liquidity. In addition,
EBITDA before certain charges is not a term defined by generally accepted
accounting principles and, as a result, the EBITDA before certain charges
presented herein may not be comparable to similarly titled measures used by
other companies. Intermedia believes that EBITDA before certain charges is
often reported and widely used by analysts, investors and other interested
parties in the telecommunications industry. Accordingly, this information has
been disclosed herein to permit a more complete comparative analysis of
Intermedia's operating performance relative to other companies in the industry.

PLAN OF OPERATION

         Intermedia believes its revenue growth will be generated primarily
from its data, Internet and Web hosting and local exchange services. Based on
Intermedia's analysis of


                                                                             11
<PAGE>   12


Federal Communications Commission market data and its knowledge of the
industry, Intermedia estimates that the market for enhanced data, local
exchange, and interexchange services will exceed $100.0 billion within its
service territory.

RESULTS OF OPERATIONS

         The following table presents, for the periods indicated, certain
information derived from the Unaudited Condensed Consolidated Statements of
Operations of Intermedia, expressed in percentages of revenue:

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED MARCH 31,
                                                            2000               1999
                                                          -------            -------
<S>                                                       <C>                <C>
Revenues:
Local access and voice                                       41.5               50.0%
         Data, internet and web hosting                      43.8               38.3
         Integration services                                14.7               11.7
                                                          -------            -------
                                                            100.0              100.0
Expenses:
         Network operations                                  34.5               45.9
         Facilities administration and
           maintenance                                       14.5               11.1
         Cost of goods sold                                  10.2                7.7
         Selling, general and administrative                 35.0               28.0
         Depreciation and amortization                       34.1               35.0
         Deferred compensation                                1.4                 --
Business restructuring and integration                        1.0                2.6
                                                          -------            -------
Loss from operations                                        (30.7)             (30.3)
                                                          -------            -------
Other income (expense):
Interest expense                                            (27.9)             (30.4)
         Gain on sale of Digex stock                        330.3                 --
         Other income                                         5.3                3.2
                                                          -------            -------
Net income (loss) before minority
  interest and income taxes                                 277.0              (57.4)
Provision for income taxes                                    9.0                 --
                                                          -------            -------
Income (loss) before minority interest                      268.0              (57.4)
Minority interest in net loss of subsidiary                   3.2                 --
                                                          -------            -------
Net income (loss)                                           271.2              (57.4)
Preferred stock dividends and accretions                     (9.9)             (11.0)
                                                          -------            -------
Net income (loss) attributable to common
               stockholders                                 261.3%             (68.4)%
                                                          ========           =======
</TABLE>

          The following table sets forth other statistical data derived from
Intermedia's operating records:

<TABLE>
<CAPTION>
                                               MARCH 31, 2000    MARCH 31, 1999
                                               --------------    --------------

<S>                                            <C>               <C>
Data, Internet and Web Hosting: (1)
         Web hosting servers                         2,911           1,309
         Data switches in operation                    193             167
         NNI connections                               959             728

   Access and Voice: (1)
         Buildings (2)                               4,437           4,359
         Voice switches in operation                    29              23
         Access line equivalents                   566,113         376,742

   Employees (1)                                     5,423           4,128
</TABLE>


                                                                             12
<PAGE>   13


(1)      Amounts reflected in the table are based upon information contained in
         Intermedia's and Digex's operating records.
(2)      Includes buildings connected to Intermedia's network via facilities
         leased by Intermedia in addition to those connected to Intermedia's
         network via facilities constructed by or otherwise owned by
         Intermedia.

  QUARTER ENDED MARCH 31, 2000 COMPARED TO QUARTER ENDED MARCH 31, 1999:

Revenue

         Total revenue increased 27.8% to $261.7 million for the first quarter
of 2000 compared to $204.7 million for the same period in 1999. This increase
was primarily due to the continued expansion of the frame relay and ATM
networks as well as strong growth in Internet and Web site and application
hosting services. Intermedia's core strategic revenue categories continue to
grow, and Intermedia plans to maintain its emphasis on sales of data, Internet
and Web hosting as the core component of its growth in revenue.

         Local access and voice revenue increased 6.1% to $108.5 million for
the first quarter of 2000 compared to $102.3 million for the same period in
1999. This increase was principally due to the continued rollout of local
exchange services into additional markets. The number of access line
equivalents has increased by 189,371 from April 1, 1999 through the end of the
first quarter of 2000. The additional access line equivalents were primarily
on-switch, contributing to improved gross margins and allowing Intermedia to
cross-sell additional services to its customers. In addition, reciprocal
compensation revenue from certain ILECs has increased approximately $15
million from the first quarter of 1999. This increase in revenue was partially
offset by decreases in long distance revenue of approximately $16.8 million.
The decrease in long distance is a result of the industry experiencing per
minute pricing declines. Intermedia is no longer focusing its marketing efforts
on sales of long distance services on a stand alone basis and believes that its
integrated business strategy (including sales of products such as uv.net)
should compensate for the current declines in the long distance revenue.

         Data, Internet, and Web hosting revenue increased 46.0% to $114.5
million for the first quarter of 2000 compared to $78.4 million for the same
period in 1999. This increase was principally a result of the expansion of
Intermedia's frame relay and ATM network as well as strong growth in Internet
and web related services. The Digex Web site segment revenues increased by
$18.6 million due to new customer growth and to a significant increase in the
number of servers per customer and revenue per server. Intermedia's data
network expanded by 231 NNI connections and 26 data switches since March 31,
1999 that facilitated the revenue growth.

         Integration services revenue increased 60.8% to $38.6 million for the
first quarter of 2000 compared to $24.0 million for the same period in 1999.
This increase was principally due to an increased demand in current markets and
an expansion of sales efforts into new markets in the first quarter of 2000 as
compared to the first quarter of 1999.

Operating Expenses

         Total operating expenses increased 28.3% to $342.1 million for the
first quarter of 2000 compared to $266.7 million for the same period in 1999.
The Digex Web site segment total operating expenses increased $38.7 million
during the period due to increased level of operations and an expanded customer
base to support.

         Network expenses decreased 3.9% to $90.2 million for the first quarter
of 2000 compared to $93.9 million for the same period in 1999. Intermedia has
continued to focus its selling efforts to on-switch access lines, which have
better gross margins and improved provisioning time. In addition, Intermedia
continues to increase capacity from new switches, frame relay nodes and fiber
miles which reduces the amount of network costs that are required to be
purchased from outside vendors.


                                                                             13
<PAGE>   14


         Facilities administration and maintenance expenses increased 68.1% to
$38.0 million for the first quarter of 2000 compared to $22.6 million for the
same period in 1999. The increase resulted from support costs relating to the
expansion of Intermedia's owned and leased network capacity, increases in
maintenance expenses due to network expansion and increased payroll expenses
related to additional engineering and operations staff necessary to support and
service the expanding network. The Digex Web site segment accounted for $7.4
million of the increase related to the increased level of operations and the
expansion of the two new data centers including costs related to the hiring of
additional personnel in customer service, engineering, and facilities
administration supporting server growth.

         Cost of goods sold increased 69.0% to $26.7 million for the first
quarter of 2000 compared to $15.8 million for the same period in 1999. This
increase was principally due to the increase in demand for telecommunications
equipment.

         Selling, general and administrative expenses increased 60.0% to $91.6
million for the first quarter of 2000 compared to $57.3 million for the same
period in 1999. The Digex Web site segment accounted for approximately $19.7
million of this increase($13.7 million net of the $6 million related to the G&A
agreement with Intermedia that is eliminated in consolidation). The increases
at Digex are primarily as a result of building the infrastructure to operate as
a separate public company. Increases in 2000 costs for Digex include the costs
associated with an increased employee base, advertising campaigns, back office
support (including the General & Administrative Services agreement between
Digex and Intermedia), an increased provision for doubtful accounts receivable
and the addition of key executive management to support the growth of the
business. Intermedia's increase results primarily from increased payroll and
related benefits of approximately $13.5 million from an increase in headcount
of approximately 660 people to support the increased customer base and growth.

         Depreciation and amortization expenses increased 24.7% to $89.3
million for the first quarter of 2000 compared to $71.6 million for the same
period in 1999. This increase was principally due to depreciation and
amortization of telecommunications equipment placed in service since April 1,
1999 relating to ongoing network expansion (including the irrevocable right of
use of the Williams Communications nationwide network). The Digex Web site
segment accounted for $8.3 million of the increase due to additional servers
and facilities placed in service. Depreciation and amortization expense is
expected to increase in future periods based on both Intermedia's plan to
continue expanding its network and Digex's plan to expand the data centers and
increase server installations.

         Deferred compensation expense of $3.7 million in 2000 resulted from
stock options granted to certain employees at exercise prices below market value
and accelerated vesting of restricted stock granted to certain executives. The
Digex Web site segment accounted for $1 million of the increase due to options
issued to Digex employees to purchase Digex stock.

         Business restructuring and integration expense decreased 51.9% to
$2.6 million for the first quarter of 2000 compared to $5.4 million in the same
period in 1999, which consists of costs related to businesses exited and
integration and other restructuring costs. The decrease in the business
restructuring and integration expense is due to completion of the majority of
the restructuring projects at December 31, 1999. The costs incurred during the
first quarter of 2000 relate primarily to network integration that could be
started as a result of the completion of the billing system integration of the
former LDS and National systems. Intermedia expects the restructuring program
to continue until June 2000.

Interest Expense

         Interest expense increased 17.2% to $72.9 million for the first
quarter of 2000 compared to $62.2 million for the same period in 1999. This
increase primarily resulted from issuance of approximately $300 million
principal amount of 9.5% Senior Notes and $364 million principal amount at
maturity of 12.25% Senior Subordinated Discount Notes in February 1999.
Interest cost capitalized in connection with the Company's construction of
telecommunications equipment amounted to approximately $3.4 million for the
three months ended March 31, 2000 compared to $2.5 million for the three months
ended March 31, 1999. In May 2000, Intermedia completed the repurchase of
$500.0 million face value of senior indebtedness with a portion of the proceeds
it obtained from its sale of Digex stock. Annual cash interest savings as a
result of the repurchase are approximately $44.0 million.


                                                                             14
<PAGE>   15


Gain on sale of Digex stock

         Gain on sale of Digex stock is approximately $864.3 million for the
quarter ended March 31, 2000. On February 16, 2000, Intermedia sold 10,650,000
shares of its investment in Digex's Class B Common Stock which was converted to
Class A Common Stock upon such sale. Gross proceeds amounted to $914 million.

Other Income

         Other income increased 109.1% to $13.8 million for the first quarter
of 2000 compared to $6.6 million for the same period in 1999. This increase was
primarily the result of interest earned on the comparatively higher level of
average cash balances in the first quarter of 2000 as compared to the first
quarter of 1999. Intermedia's high level of cash in the first quarter of 2000
was commensurate with the cash raised from the Digex secondary offering and the
strategic investments made by Microsoft/Compaq in Digex and KKR in Intermedia
(which are described below). The 9.5% Senior Notes and the 12.25% Senior
Subordinated Discount Notes that were issued by Intermedia during the first
quarter of 1999 earned approximately one month of interest income for the first
quarter of 1999.

Net Income (Loss) before Minority Interest and Income Taxes

         Net income (loss) before minority interest and income taxes increased
716.3% to $724.8 million for the first quarter of 2000 compared to ($117.6)
million for the same period in 1999.

Provision for Income Taxes

         Provision for income taxes is approximately $23.4 million for the
first quarter of 2000. Although Intermedia utilized net operating losses to
offset regular federal taxable income, a provision for current income tax
expense is required for AMT purposes.

Income (Loss) Before Minority Interest

         Net income (loss) before minority interest increased 696.4% to $701.4
for the first quarter of 2000 compared to $(117.6) million for the same period
in 1999. Intermedia's income in the first quarter of 2000 compared to the net
loss before minority interest in the prior year was principally the result of
the sale of Digex common stock by Intermedia as described above. As a result of
the Gain on Sale of Digex stock, Intermedia utilized $742 million of net
operating loss carryforwards for federal tax purposes.

Minority Interest in Net Loss of Subsidiary

         A minority interest in net loss of subsidiary of $8.3 million was
recorded by Intermedia for the first quarter of 2000. The minority interest in
net loss of subsidiary was based upon Intermedia's ownership of Digex during
the first quarter of 2000 which changed due to the February 2000 sale of stock
described above. Intermedia expects this amount to increase in 2000 as its
ownership of the subsidiary is decreased.

Net Income (Loss)

         Net income (loss) increased 703.5% to $709.7 million for the first
quarter of 2000 compared to $(117.6) million for the same period in 1999. The
increase resulted primarily from the Gain of Sale of Digex Stock and related
income tax provision that resulted from the utilization of net operating loss
carryforwards when applied to earnings estimated for calendar year 2000.


                                                                             15
<PAGE>   16


Preferred Stock Dividends and Accretions

         Preferred stock dividends and accretions increased 15.1% to $25.9
million for the first quarter of 2000 compared to $22.5 million for the same
period in 1999 which is due to the increased number of shares outstanding for
which dividends will accrue. Management does not expect to pay cash dividends
in the foreseeable future.

EBITDA Before Certain Charges

         EBITDA before certain charges increased $.1 million to $15.2 million
for the first quarter of 2000 compared to $15.1 million for the same period in
1999. The increase in EBITDA in 2000 compared to the prior year was impacted by
the increased EBITDA losses at the Digex web site segment of $10.8 million
which is projected to continue due to Digex's growth strategy.

LIQUIDITY AND CAPITAL RESOURCES

         Intermedia's operations have required substantial capital investment
for the purchase of telecommunications equipment and the design, construction
and development of Intermedia's networks. Capital expenditures for Intermedia
were approximately $134.6 million and $127.8 million for the three months ended
March 31, 2000 and 1999, respectively, excluding capital leases and
telecommunications equipment acquired in connection with business acquisitions.
Intermedia expects that it will continue to have substantial capital
requirements in connection with the (i) expansion and improvement of
Intermedia's existing networks, (ii) design, construction and development of
new networks, primarily on a demand driven basis, (iii) connection of
additional buildings and customers to Intermedia's networks, and (iv) continued
expansion of data centers related to the development of the Digex web hosting
segment.

         The substantial capital investment required to build Intermedia's
network has resulted in negative cash flow after consideration of investing
activities over the last five years. Intermedia expects to continue to produce
negative cash flow after investing activities for the next several years due to
the continuous expansion and the development of Intermedia's networks. With
respect to the Digex Web hosting segment, Intermedia anticipates significant
cash requirements for several years for data center capacity, increasing the
employee base to support expanding operations, and investing in its marketing
and research and development efforts. Until sufficient cash flow after
investing activities is generated, Intermedia will be required to utilize its
current and future capital resources, including the issuance of additional debt
and/or equity securities, to meet its cash flow requirements.

         On December 22, 1999, Intermedia entered into a Revolving Credit
Agreement ("Credit Agreement") with three financial institutions for a
five-year $100.0 million Revolving Credit Facility ("Credit Facility"), and
obtained a commitment to increase the size of the Credit Facility to $400.0
million, with an incremental $400.0 million Credit Facility at the lender's
discretion. At March 31, 2000, the Company did not have any outstanding debt
under the Credit Facility.

         On January 12, 2000, Microsoft and a subsidiary of Compaq made a
$100.0 million equity investment in Digex through the purchase of 100,000
shares of the Digex preferred stock, designated as Series A Convertible
Preferred Stock, and warrants to purchase 1,065,000 shares of Digex Class A
Common Stock. Digex also entered into strategic development agreements and
joint marketing agreements with both companies. The use of proceeds from this
transaction has been committed to the development of application service
provider support services. As a result of such issuance, holders of
Intermedia's Series B Preferred Stock, under certain circumstances, may be
entitled to elect an additional member to Intermedia's board of directors.

         On February 16, 2000, Digex completed its second public offering of
12,650,000 shares of its Class A Common Stock. Digex offered 2,000,000 shares
of its Class A Common Stock and received net proceeds of approximately $172
million. Also, as part of that offering, Intermedia sold 10,650,000 shares of
Digex Class B Common Stock, which upon the sale, automatically converted into
Class A Common Stock of Digex. Intermedia now owns approximately 62.0% of the
outstanding Common Stock of Digex. In addition, Intermedia retains
approximately 94.2% of the voting interest in Digex. The net proceeds to


                                      16
<PAGE>   17


Intermedia were approximately $914 million of which approximately $500 million
was used in the second quarter of 2000 to reduce Intermedia's outstanding debt
and the remainder will be used to purchase telecommunications related assets.

         On February 17, 2000, an affiliate of Kohlberg Kravis Roberts & Co.
("KKR") made a $200.0 million equity investment in Intermedia in a private
placement transaction. In exchange for this investment, Intermedia issued
200,000 shares of its Series G Junior Convertible Participating Preferred Stock
(the Series G Preferred Stock), with an aggregate liquidation preference of
$200.0 million, and warrants to purchase 2,000,000 shares of Intermedia's
Common Stock. Dividends on the Series G Preferred Stock accumulate at a rate of
7% of the aggregate liquidation preference thereof and are payable quarterly in
arrears through either cash or the issuance of shares of common stock of
Intermedia. Net proceeds to Intermedia were approximately $188.0 million, and
will be used for general corporate purposes, including the funding of working
capital and operating losses, and the funding of a portion of the cost of
acquiring or constructing telecommunications related assets.

         In May 2000, Intermedia completed the repurchase of $500.0 million
face value of senior indebtedness with a portion of the proceeds it obtained
from its sale of Digex stock. Annual cash interest savings as a result of the
repurchase are approximately $44.0 million.

         The Company believes its business plan to be funded through 2001.
However, Intermedia's future capital needs depend on a number of factors,
certain of which it controls (such as marketing expenses, staffing levels,
customer growth and capital costs) and others which it cannot control (such as
competitive conditions and government regulation). Moreover, the terms of
Intermedia's outstanding indebtedness (including the Credit Facility) and
preferred stock impose certain restrictions upon Intermedia's ability to incur
additional indebtedness or issue additional preferred stock. Depending on
market conditions, Intermedia may decide to raise additional capital before
such time. There can be no assurance, however, that Intermedia will be
successful in raising sufficient debt or equity on terms that it will consider
acceptable.

         Intermedia has from time to time held, and continues to hold,
preliminary discussions with (i) potential strategic investors (i.e. investors
in the same or a related business) who have expressed an interest in making an
investment in or acquiring the Company, (ii) potential joint venture partners
looking toward formation of strategic alliances that would expand the reach of
Intermedia's network or services without necessarily requiring an additional
investment in or by Intermedia and (iii) companies that represent potential
acquisition opportunities for Intermedia. There can be no assurance that any
agreement with any potential strategic investor, joint venture partner or
acquisition target will be reached nor does management believe that any such
transaction is necessary to successfully implement its strategic plans.

IMPACT OF YEAR 2000

     As of March 31, 2000, Intermedia has not experienced any Year 2000 related
problems with its software and hardware systems, with its products, with its
significant suppliers, customers and critical business partners, or with its
operating environment. Accordingly, we believe that Year 2000 issues no longer
pose a threat to our results of operations or financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE

         While all of the Company's long term debt bears fixed interest rates,
the fair market value of the Company's fixed rate long-term debt is sensitive
to changes in interest rates. The Company runs the risk that market rates will
decline and the required payments will exceed those based on the current
market. Under its policies, the Company does not use interest rate derivative
instruments to manage its exposure to interest rate changes.


                                                                             17
<PAGE>   18


IMPACT OF INFLATION

         Inflation has not had a significant impact on Intermedia's operations
over the past 3 years.

         The information set forth above in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" include
forward-looking statements that involve numerous risks and uncertainties.
Forward-looking statements can be identified by the use of forward-looking
terminology such as "estimates," "projects," "anticipates," "expects,"
"intends," "believes," or the negative thereof or other variations thereon or
comparable terminology or by discussions of strategy that involve risks and
uncertainties. Intermedia's actual results could differ materially from those
anticipated in such forward-looking statements as a result of certain factors,
including those set forth in the section entitled "Risk Factors" in
Intermedia's Annual Report on Form 10-K report for the year ended December 31,
1999. Readers are cautioned not to place undue reliance on any forward-looking
statements contained in this report. Intermedia undertakes no obligation to
publish the results of any adjustments to these forward-looking statements that
may be made to reflect events on or after the date of this report or to reflect
the occurrence of unexpected events.


                                                                             18
<PAGE>   19


PART  II.  OTHER INFORMATION

ITEM  1.  LEGAL PROCEEDINGS

          Intermedia is not a party to any pending legal proceedings other than
various claims and lawsuits arising in the normal course of business.
Intermedia does not believe that these normal course of business claims or
lawsuits will have a material effect on Intermedia's financial condition or
results of operations.

ITEM  2.  CHANGES IN SECURITIES

         On February 17, 2000, Intermedia issued 200,000 shares of the Series G
Preferred Stock in a private placement transaction. ICI Ventures, LLC, an
affiliate of KKR, purchased the Series G Preferred Stock for an aggregate price
of $200.0 million. Each share of Series G Preferred Stock has a liquidation
preference of $1,000; and each share is convertible at any time, initially into
27.777 shares of Intermedia's Common Stock. Dividends on the Series G Preferred
Stock accumulate at a rate of 7% of the aggregate liquidation preference
thereof and are payable quarterly, in arrears. At Intermedia's option,
dividends are payable in cash, issuance of shares of Intermedia Common Stock,
or by some combination thereof. The Series G Preferred Stock is redeemable, at
Intermedia's option, at any time on or after February 17, 2005 at rates
commencing with 103.5% declining to 100% of the liquidation preference on
February 17, 2008. Net Proceeds to Intermedia were approximately $188.0
million. The proceeds from this sale will be used for general corporate
purposes, including the funding of working capital and operating losses, and
the funding of a portion of the cost of acquiring or constructing
telecommunications related assets.

         In addition, Intermedia granted ICI Ventures, LLC warrants to purchase
1,000,000 shares of Intermedia Common Stock at $40.00 per share and warrants to
purchase 1,000,000 shares of Intermedia Common Stock at $45.00 per share,
exercisable, in each case, until February 17, 2004. Based upon representations
by the purchasers, the issuances of the Series G Preferred Stock and warrants
were made in reliance on the exemption from registration provided by Section
4(2) of the Securities Act, as a transaction by an issuer not involving a
public offering.


ITEM  3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM  5.  OTHER INFORMATION

         None.

ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

<TABLE>
<CAPTION>
NUMBER         EXHIBIT
------         -------

<S>      <C>
3.1      Restated Certificate of Incorporation of Intermedia, together with all
         amendments, thereto. Exhibit 3.1 to Intermedia's Registration
         Statement on Form S-4, filed with the SEC on June 16, 1998 (No.
         333-46369) is incorporated herein by reference.
</TABLE>


                                                                             19
<PAGE>   20


<TABLE>

<S>      <C>
3.2      By-laws of Intermedia, together with all amendments thereto. Exhibit 3.2 to Intermedia's Registration
         Statement on Form S-1, filed with the Commission on November 8, 1993 (No. 33-69052) is incorporated
         herein by reference.
4.1      Certificate of Designation for the 7% Series G Junior Convertible Participating Preferred Stock.
         Exhibit 4.1 to Intermedia's Form 8-K dated February 17, 2000 is incorporated herein by reference.
4.2      Warrant  Agreement,  dated  February 17, 2000,  among  Intermedia  and ICI  Ventures  LLC.  Exhibit 4.2 to
         Intermedia's Form 8-K dated February 17, 2000 is incorporated herein by reference.
4.3      Warrant  Agreement,  dated  February 17, 2000,  among  Intermedia  and ICI  Ventures  LLC.  Exhibit 4.3 to
         Intermedia's Form 8-K dated February 17, 2000 is incorporated herein by reference.
4.4      Registration Rights Agreement, dated February 17, 2000, among Intermedia and ICI Ventures LLC. Exhibit 4.4
         to Intermedia's Form 8-K dated February 17, 2000 is incorporated herein by reference.
10.1     Purchase Agreement, dated January 11, 2000, among Intermedia and ICI Ventures LLC, Exhibit 10.1 to
         Intermedia's Form 8-K dated February 17, 2000 is incorporated herein by reference.
27.1     Financial Data Schedule (For SEC Use Only)

         (b) Reports on Form 8-K
</TABLE>

         The following reports on Form 8-K of the Company were filed during the
first quarter of 2000:

         Intermedia filed a Current Report on Form 8-K, dated January 12, 2000,
reporting under Item 5 the issuance of a press release related to certain
strategic investments. Intermedia also reported under Item 7 the filing of the
press release as an exhibit to the Form 8-K.

         Intermedia filed a Current Report on Form 8-K, dated February 3, 2000,
reporting under Item 5 the issuance of a press release related to the fourth
quarter results of its subsidiary, Digex, Inc. Intermedia also reported under
Item 7 the filing of the press release as an exhibit to the Form 8-K.

         Intermedia filed a Current Report on Form 8-K, dated February 18,
2000, reporting under Item 5 the issuance of a press release related to
issuance of 7% Series Junior Convertible Participating Preferred Stock.
Intermedia also reported under Item 7 the various agreements related to the
transaction as exhibits to the Form 8-K.

         Intermedia filed a Current Report on Form 8-K, dated March 10, 2000,
reporting under Item 5 the filing of the Form 10-K of its subsidiary, Digex,
Inc. for the year ended December 31, 1999. Intermedia also reported under Item
7 the Form 10-K of Digex, Inc. for the year ended December 31, 1999 as an
exhibit to the Form 8-K.


                                                                             20
<PAGE>   21


                                   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.

Dated: May 15, 2000


                                               INTERMEDIA COMMUNICATIONS INC.
                                                         (Registrant)


                                                      Jeanne M. Walters
                                                Vice President, Controller and
                                                    Chief Accounting Officer


                                                                             21