FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-45915
PROSPECTUS

$144,787,000

8.75% SENIOR SUBORDINATED CONVERTIBLE BONDS DUE 2000

7,239,350 SHARES OF COMMON STOCK OF

GLOBAL TELESYSTEMS GROUP, INC.
[GLOBAL TELESYSTEMS GROUP, INC. LOGO]
---------------------

This Prospectus relates to the resale of $144,787,000 aggregate principal
amount of 8.75% Senior Subordinated Convertible Bonds due 2000 (the "Bonds" or
"Convertible Bonds") of Global TeleSystems Group, Inc. (the "Company") and the
resale of up to 7,239,350 shares ("Conversion Shares") of the Common Stock, par
value $.10 per share (the "Common Stock"), of the Company issuable upon
conversion of the Bonds. The Bonds were issued and sold (the "Original
Offering") on July 14, 1997, July 31, 1997 and August 29, 1997 (together, the
"Original Offering Dates") (a) to the Managers (as defined herein) and were
simultaneously sold by the Managers in transactions exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
in the United States to persons reasonably believed by the Managers to be
qualified institutional buyers as defined in Rule 144A under the Securities Act
and outside the United States to non-U.S. person or residents in reliance upon
Regulation S under the Securities Act and (b) to certain Accredited Investors.

The Bonds and the Conversion Shares issuable upon conversion of the bonds
(collectively, the "Offered Securities") may be offered and sold from time to
time by the holders named herein or in supplements to this Prospectus
("Prospectus Supplements") or by their transferees, pledgees, donees or their
successors (collectively, the "Selling Holders") pursuant to this Prospectus.
Information concerning the Selling Holders may change from time to time and will
be set forth in Prospectus Supplements. The Offered Securities may be sold by
the Selling Holders from time to time directly to purchasers or through agents,
underwriters or dealers. See "Selling Holders" and "Plan of Distribution." If
required the names of any such agents or underwriters involved in the sale of
the Offered Securities and the applicable agent's commission, dealers' purchase
price or underwriters's discount, if any, will be set forth in Prospectus
Supplement. The Selling Holders will receive all of the net proceeds from the
sale of the Offered Securities and will pay all underwriting discounts, selling
commission and transfer taxes, if any, applicable to any such sale. The Company
is responsible for payment of all other expenses incident to the registration of
the Offered Securities. The Selling Holders and any broker-dealers, agents or
underwriters that participate in the distribution of the Offered Securities may
be deemed to be "underwriters" within the meaning of the Securities Act, and any
commission received by them and any profit on the resale of the Offered
Securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution" for a description
of indemnification arrangements.

Unless previously redeemed, converted or purchased and cancelled the Bonds
may be converted at the option of the holders from time to time, in whole or in
part, prior to the close of business on June 30, 2000 into shares of Common
Stock at a conversion price of $20 per share, subject to adjustment in certain
events. The Common Stock is quoted on the Nasdaq National Market and traded on
the EASDAQ under the symbol "GTSG." On October 21, 1998, the last reported sale
price of the Common Stock on the Nasdaq National Market was $31.38. Outstanding
Bonds not previously redeemed or converted will be redeemed at their principal
amount plus accrued interest on June 30, 2000.

(continued on next page)

The Conversion Shares have been approved for quotation on the Nasdaq
National Market under the symbol "GTSG", subject to official notice of issuance.
Application will be made to have the Conversion Shares admitted to trading on
the European Association of Securities Dealer's Automated Quotation ("EASDAQ")
under the symbol "GTSG".

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE OFFERED SECURITIES
OFFERED HEREBY.
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The date of this Prospectus is November 10, 1998.

(continued from front cover)

The Bonds are direct, unsecured, senior subordinated obligations of the
Company, and rank senior in right of payment to all subordinated indebtedness of
the Company and at least pari passu with each other and with all other present
and future unsecured, senior subordinated indebtedness of the Company. At June
30, 1998, the Company had $564.3 million of indebtedness that would rank senior
to the Bonds.

The Bonds bear interest payable semi-annually, at a rate of 8.75%. The
Luxembourg Stock Exchange will be informed of each change in the interest rate
of the Bonds on the date of such change. See "Terms and Conditions of the
Bonds -- Interest."

The Bonds will be treated as issued with "original issue discount" for U.S.
tax purposes which initially will be includible in gross income by Bondholders
prior to the receipt of cash payments to which the income is attributable. See
"Certain U.S. Tax Considerations."

The Bonds are listed on the Luxembourg Stock Exchange. The Bonds have been
designated as eligible for trading on the Private Offerings, Resales and Trading
through Automated Linkages ("PORTAL") system of the National Association of
Securities Dealers, Inc. Bonds resold pursuant to the Registration Statement (of
which this Prospectus is a part) will no longer be eligible for trading in the
PORTAL system.

The Bonds are redeemable at the option of the Company, in whole but not in
part on or after February 10, 2000, on not less than 90 nor more than 120 days'
prior notice (as described herein) at the principal amount thereof plus accrued
interest to the Redemption Date, provided that the average Closing Price of the
Common Stock of the Company for the 20 consecutive Trading Days prior to the
date of the Company's notice of redemption was greater than $26 per share. Such
redemption may be prohibited by the terms of or result in an event of default
under the Indenture pertaining to the Bonds or require the consents of holders
of Senior Indebtedness of the Company as described herein. The Bonds may also be
redeemed at any time if the Company would be required to pay Additional Amounts
on the occasion of the next payment due with respect to such Bond.

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3

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C. a Registration Statement on Form S-1 (as
amended, the "Registration Statement") of which this Prospectus is a part under
the Securities Act with respect to the Offered Securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. Statements made in this
Prospectus as to the contents of any contract, agreement or other document are
summaries of the material terms of such contract, agreement or other document.
With respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit. The
Registration Statement (including the exhibits and schedules thereto) may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549 and will also be available for inspection and copying at the regional
offices of the Commission located at Seven World Trade Center, 13th Floor, New
York, New York 10048 and at Citicorp Center, 500 West Madison Street (Suite
1400), Chicago, Illinois 60661. Copies of such material may also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of such site is http://www.sec.gov. The Company's Common Stock is
traded on the Nasdaq National Market and EASDAQ and reports, proxy statements
and other information concerning the Company can also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006 which supervises the Nasdaq National Market.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy and information statements and other information
with the Commission. Such reports, proxy and information statements and other
information can be inspected and copied at the addresses set forth above.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Any statements that express, or involve discussions as to, expectations,
beliefs, plans, objectives, assumptions or future events or performance (often,
but not always, through the use of words or phrases such as "will likely
result," "are expected to," "will continue," "is anticipated," "estimated,"
"intends," "plans," "projection" and "outlook") are not historical facts and may
be forward-looking and, accordingly, such statements involve estimates,
assumptions and uncertainties which could cause actual results to differ
materially from those expressed in the forward-looking statements. Accordingly,
any such statements are qualified in their entirety by reference to, and are
accompanied by, the factors discussed throughout this Prospectus, and
particularly in the risk factors set forth herein under "Risk Factors." Among
the key factors that have a direct bearing on the Company's results of
operations are the potential risk of delay in implementing the Company's
business plan; the political, economic and legal aspects of the markets in which
the Company operates; competition and the Company's need for additional
substantial financing. These and other factors are discussed herein under "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and elsewhere in this Prospectus.

The risk factors described herein could cause actual results or outcomes to
differ materially from those expressed in any forward-looking statements of the
Company made by or on behalf of the Company, and investors, therefore, should
not place undue reliance on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for
management to predict all of such factors. Further, management cannot assess the
impact of each such factor on the Company's business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
---------------------

Russia On Line(TM) is a trademark of the Company.

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4

SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus
(this "Prospectus"). Unless otherwise indicated, (i) the term "GTS" or the
"Company" refers to Global TeleSystems Group, Inc. (and, when appropriate, to
its predecessor) and its subsidiaries and (ii) references to the number of
shares of common stock outstanding after the Stock Offerings assume the
Underwriters' over-allotment option has not been exercised. See "Exhibit
A -- Glossary of Telecommunications Industry Terms" for definitions of acronyms
and technical telecommunications terms used in this Prospectus.

THE COMPANY

GTS is a provider of a broad range of telecommunications services to
businesses, other telecommunications service providers and consumers in Russia,
the Commonwealth of Independent States ("CIS") and Central Europe. Through its
subsidiary Hermes Europe Railtel B.V. ("HER"), GTS is developing, and operating
the initial segments of, a pan-European high capacity fiber optic network that
is designed to interconnect a majority of the largest Western and Central
European cities and to transport international voice, data and multimedia/image
traffic for other carriers throughout Western and Central Europe. GTS's strategy
to develop its businesses generally has been to establish joint ventures with a
strong local partner or partners while maintaining a significant degree of
operational control. The Company's business activities consist of the ownership
and operation of (i) international long distance businesses, which operate
through international gateways that provide international switching services and
transmission capacity, (ii) local access networks, which provide local telephone
service, (iii) cellular networks, which provide wireless telecommunications
services, (iv) a domestic long distance business, (v) data networks and (vi)
carriers' carrier networks, which provide high volume transmission capacity to
other carriers. In addition, the Company has recently developed a business plan
to offer facilities-based telecommunications products and services to businesses
and other high usage customers in certain metropolitan markets throughout
Europe. See "-- Business Strategy."

In Russia and the CIS, GTS's objective is to become the premier alternative
telecommunications operator. To attain its objective, the Company has partnered
with regional telephone companies and with Rostelecom, the national long
distance carrier in Russia. The Company currently operates in 31 regions and the
city of Moscow in Russia, as well as in 14 additional cities in the CIS, and
believes it is well-positioned to become the leading independent
telecommunications service provider in Russia. These businesses include: (i) EDN
Sovintel ("Sovintel"), which provides Moscow, and recently St. Petersburg, with
international long distance and local telephone services and access to the major
domestic long distance carriers; (ii) TeleCommunications of Moscow ("TCM"),
which provides local access services in Moscow; (iii) TeleRoss (as defined
herein), which provides domestic long distance services in fourteen cities in
Russia, including Moscow, as well as Very Small Aperture Terminal ("VSAT")
service to customers outside its primary long distance satellite network; (iv)
Sovam Teleport ("Sovam"), which provides data services, including high-speed
data transmission, electronic mail, Internet access services, as well as Russia
On Line, the first Russian language Internet service; and (v) the Company's
cellular operations ("GTS Cellular"), which operate cellular networks in 14
regions in Russia and also in Kiev, Ukraine, with licenses covering regions with
an aggregate population of approximately 48 million people at June 30, 1998.
Whenever practical, GTS's businesses integrate and co-market their service
offerings in Russia and the CIS, utilizing TeleRoss as the domestic long
distance provider, Sovintel as the international gateway, TCM and GTS Cellular
for local access, and Sovam as the data communications and Internet access
network for business applications and on-line services. Together, GTS's Russian
and CIS ventures carried approximately 442 million and 306 million minutes of
traffic for the year ended December 31, 1997, and the six months ended June 30,
1998, respectively, and had approximately 42,400 customers, including
approximately 31,700 cellular subscribers, as of June 30, 1998. See
"Business -- Russia and the CIS."

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5

providing centrally managed cross-border telecommunications transmission
capacity to telecommunications companies including traditional Public
Telecommunications Operators ("PTOs") and new entrants, such as alternative
carriers, global consortia of telecommunications operators, international
carriers, Internet backbone networks, resellers, value-added networks and other
service providers ("New Entrants") on an approximately 18,000 kilometer high
capacity fiber optic network designed to interconnect a majority of the largest
Western and Central European cities. As of August 31, 1998, HER's network linked
Brussels, Antwerp, Rotterdam, Amsterdam, London, Paris, Frankfurt, Strasbourg,
Zurich, Geneva, Stuttgart, Munich, Dusseldorf and Milan covering over 4,000
kilometers of fiber optic cable. The full 18,000 kilometer network is expected
to become fully operational during the year 2000. HER also plans to lease
capacity on a transatlantic cable linking the European network to North America
and is exploring various interconnectivity options to Russia and Asia. Such
intercontinental interconnectivity will help HER satisfy the needs of its
European customers with respect to outgoing traffic and attract additional
non-European customers with traffic terminating in Europe. HER commenced
commercial service over the Brussels-Amsterdam portion of the network in late
1996 and the London-Paris portion in November 1997 and the rest of the cities
were connected to the network in 1998. GTS-Monaco Access operates an
international gateway in Monaco in partnership with, and utilizing the existing
gateway infrastructure of, the Principality of Monaco and provides transit and
routing of international calls to other telecommunications operators. Through
its HER and GTS-Monaco Access ventures, GTS is building a new network for
transporting voice, data and multimedia/image traffic for other carriers
throughout Western and Central Europe and for worldwide international voice,
data and multimedia/image traffic that either originates or terminates in, or
transits through, Western and Central Europe. See "Business -- Western Europe."

In Central Europe, GTS's objective is to become one of the leading
alternative telecommunications providers in the region. GTS currently provides
private data communications services to government and commercial customers in
Hungary and the Czech Republic. In the Czech Republic, the Company provides
outgoing voice services and operates an international gateway and a data
services network. In Hungary, GTS operates a nationwide microwave network and a
VSAT network, which GTS believes is the largest VSAT network in Central Europe
as measured by number of VSAT sites. The Company has also signed an agreement to
provide international data services in Poland, subject to the receipt of
necessary governmental approvals. GTS's strategy is to expand its service
offerings as the regulatory environment permits, leverage its existing VSAT and
international gateway infrastructure where possible and provide a broad range of
services to its target markets. See "Business -- Central Europe."

GTS does not currently own or operate significant telecommunication assets
in Asia. See "Business -- Asia."

2
6

The following table sets forth certain information, as of June 30, 1998,
for the principal ventures through which the Company conducts its business:

COUNTRY/REGION GTS PRINCIPAL
COMPANY NAME OF OPERATIONS OWNERSHIP PARTNER(S) BUSINESS
------------ -------------- ------------ ------------------- ------------------

CIS
Sovintel.................................... Russia 50% Rostelecom International Long
Distance; Local
Access
TCM......................................... Russia 50%(1) MTU Inform and Local Access Lines
others
TeleRoss.................................... Russia 50%(2) Various local PTOs Domestic Long
Distance
Sovam....................................... Russia 100%(3) N/A Data and Internet
GTS Cellular................................ CIS 50-100%(4) Primarily various Basic Cellular
local PTOs
WESTERN EUROPE
HER......................................... Western Europe 89%(5) Two railways Carriers' Carrier
GTS-Monaco Access........................... Monaco 50% Principality of Carriers' Carrier;
Monaco International
Gateway
CENTRAL EUROPE
GTS-Hungary................................. Hungary 99% -- VSAT Network
CzechNet.................................... Czech Republic 100% -- International Long
Distance; Data
and Internet

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

(1) GTS holds a 50% indirect interest in TCM through its 52.6% interest in
GTS-Vox Limited, an intermediate holding company. Subsequent to June 30,
1998, the Company purchased the remaining minority ownership interest in
GTS-Vox Limited, and as a result the Company has a 95% indirect interest in
TCM.

(2) TeleRoss consists of (i) a wholly owned subsidiary that operates a domestic
long distance network (the "TeleRoss Operating Company") and (ii) 14 joint
ventures that are 50% beneficially-owned by GTS (the "TeleRoss Ventures").
See "Business -- Russia and the CIS -- TeleRoss."

(3) During the first quarter of 1998, GTS purchased its minority partner's 33.3%
interest in Sovam, thereby making Sovam a wholly owned subsidiary of GTS.

(4) GTS conducts its cellular operations through (i) Vostok Mobile B.V. ("Vostok
Mobile"), a wholly owned GTS subsidiary, which owns between 50% and 100% of
a series of 13 cellular joint ventures in various regions in Russia, (ii)
PrimTelefone, a 50% owned venture in Vladivostok and four other cities in
the Primorsky region of Russia and (iii) Bancomsvyaz, an approximately 57%
beneficially owned venture in Kiev, Ukraine. The Company completed a
restructuring of the capital and ownership of Bancomsvyaz in June 1998. GTS
intends to enter into the cellular markets of additional Russian regions
through Vostok Mobile. See "Business -- Russia and the CIS -- GTS Cellular."

(5) As a result of the sale in March 1998 by one of the other shareholders in
HER of its ownership interest, GTS currently owns approximately 89% of HER.
See "Business -- Western Europe -- HER -- HER Recapitalization." The
Company's interest may decrease by up to 4.5% due to the outstanding stock
options for common shares of HER issued to certain HER executives under the
new HER stock option plan established in the fourth quarter of 1997. See
"Executive Compensation and Other Information -- HER 1994 Stock Option
Plan."

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BUSINESS STRATEGY

GTS seeks to develop businesses to meet the rapidly expanding market demand
for telecommunications services. GTS's goal in emerging markets is to establish
itself as the leading alternative to the incumbent telecommunications service
providers and as a premier provider of value-added services. In addition, the
Company seeks to position itself as the leading independent carriers' carrier
within Western and Central Europe through the development of a pan-European
fiber optic network and an international gateway in Monaco. In addition, the
Company has recently developed a business plan to offer facilities-based
telecommunications products and services to businesses and other high usage
customers in certain metropolitan markets throughout Europe.

GTS believes that it will be able to successfully operate its businesses
and develop business opportunities by pursuing the following strategies:

- Identify and Seize Early Market Opportunities. GTS's primary strategy is
to identify less developed markets in which the incumbent operator offers
inadequate service and where liberalization of telecommunications
regulations may be pending or has occurred. The Company believes that
entering these less developed markets quickly is a key competitive
advantage in the global telecommunications market. GTS leverages its
management's knowledge of the markets in which the Company operates to
assess and react quickly when attractive business opportunities arise.

- Establish Joint Ventures with Experienced Local Partners. GTS seeks to
establish and maintain strategic partnerships and relationships with key
telecommunications operators and service providers in the countries in
which it operates. The Company believes that these relationships increase
its ability to anticipate and respond to changes in the regulatory and
legal environment and assist with license renewal and expansion of its
operating companies.

- Retain Significant Operational Control. In general, GTS actively
participates in the management of its ventures by (i) providing most of
the funding for the ventures' operations, (ii) selecting key members of
the local management team, (iii) developing business plans and marketing
strategies together with local management, (iv) monitoring operating
functions, (v) maintaining close working relationships with local
partners and (vi) integrating its networks and businesses in a manner
which is consistent with the Company's overall strategic objectives.

- Build Infrastructure to Provide High Quality Services. GTS continues to
develop and expand its network infrastructure. The Company believes that
its networks offer service, quality and cost advantages over incumbent
providers as a result of the Company's customer support, network
monitoring, management systems and its ability to integrate and co-market
its service offerings.

- Leverage Management Depth and Experience. GTS's management has
significant experience in the development and operation of
telecommunications businesses outside the United States. The Company
believes that this experience, together with the Company's extensive
operations, has provided its management with the ability to identify,
evaluate and pursue international telecommunications business
opportunities. Additionally, GTS has assembled a management team
comprised of executives with extensive experience managing
telecommunications companies in the respective local markets. GTS
believes that its management team possesses a broad knowledge of relevant
political and regulatory structures, as well as the cultural awareness
and fluency with international and local business practices necessary to
implement the Company's objectives.

12,765,000 shares and realized aggregate net proceeds of approximately
$235.6 million. On the same date, the Company also sold $105 million
aggregate principal amount of 9 7/8% Senior Notes due 2005 (the "9 7/8%
Notes") and realized aggregate net proceeds of approximately $100.5
million, of which $19.6 million was placed in escrow to cover the first
four scheduled payments of interest on the 9 7/8% Notes. In July 1998,
the Company completed a follow-on public offering of its Common Stock in
which the Company sold 2,801,000 shares and realized aggregate net
proceeds of $119.9 million and certain selling stockholders sold
11,705,900 shares for aggregate net proceeds of $507.4 million (the
"Stock Offerings"). In addition, concurrently with completing the Stock
Offerings, the Company sold $466.9 million aggregate principal amount of
its 5 3/4% Convertible Senior Subordinated Debentures due 2010 (the "New
Convertible Bonds") and realized net proceeds of $452.1 million (the "New
Convertible Bond Offering" and, together with the Stock Offerings, the
"Offerings").

In addition to its overall business strategy, GTS has developed market
strategies to achieve its goals in emerging markets and Western Europe as well
as its preliminary business plan to offer comprehensive telecommunications
services in Europe.

Emerging Markets. The Company pursues its goals in emerging markets through
a three-stage approach of market entry, market expansion and market integration.

- Market Entry. GTS identifies a market as a suitable target for entry
based upon: (i) superior growth prospects for such market, demonstrated
by growing demand for high quality telecommunications services; (ii) the
provision of inadequate services by incumbent providers, typically
resulting from the incumbents' unwillingness to offer high quality
services with reliable customer support at attractive prices; and (iii)
attractive regulatory environments in which emerging alternative
telecommunications providers such as GTS have, or are expected to have
over a clearly defined time horizon, the ability to compete on a
substantially equal basis with the incumbent providers in terms of
certain services and the cost of providing those services. Once the
Company has identified a market as suitable for entry, the Company seeks
to establish its presence in that market by establishing a venture with a
strong local partner or partners. In general, GTS maintains a significant
degree of operational control in such ventures. Through such ventures,
the Company benefits from its partners' ability to provide
infrastructure, regulatory expertise and personnel that will provide the
Company with a competitive advantage in entering that market. When
entering a new market, GTS's strategy is to provide its customers with
service of higher quality than that provided by incumbents.

- Market Expansion. Having entered a market successfully and established a
limited service offering to its targeted customer base, GTS then seeks to
expand the range of services it offers to existing and potential
customers and to further develop its relationships with local partners.
By broadening its service offerings and providing a bundled service
offering, the Company expects to both expand its customer base and
increase the Company's share of each customer's telecommunications
spending. GTS also expects to achieve increased economies of scale
through the common use of administrative and operating functions already
in place. The Company also seeks to expand its targeted geographic market
by forming new partnerships and installing infrastructure and offering
services in additional geographic regions, allowing the Company to
further enhance its operating leverage and ability to service its
customers' telecommunications needs.

- Market Integration. GTS ultimately intends to integrate and co-market its
service offerings in each of the markets in which it operates. The
Company believes such integration will enable it to enhance its operating
efficiency by leveraging its distribution channels, infrastructure,
networks and management information systems. As customers develop a need
for a broader variety of telecommunications services, the Company
believes that GTS's integrated operations will represent an attractive
service alternative for customers seeking a single provider that can meet
all their telecommunications needs.

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9

meet the needs of their end-user customers. HER has been able to enter the
market ahead of competition and encourage a wide variety of carriers to use its
network with service offerings that meet their needs. To establish itself as the
leading carriers' carrier for international telecommunications within Europe,
HER intends to provide its customers with significantly higher quality
transmission and advanced network capabilities at a competitive price by
utilizing advanced, uniform technology across the region and providing redundant
routing for higher levels of reliability.

European Services Strategy

In addition, the Company has recently developed a business plan to offer,
through one or more new subsidiaries, facilities-based telecommunications
products and services to businesses and other high usage customers in certain
metropolitan markets throughout Europe (the "European Services Strategy"). The
Company believes that the size and growth potential of the European market
combined with increasing liberalization of European telecommunications
regulations provides the Company with the opportunity to successfully develop
local networks and other end-user services. The Company is evaluating developing
competitive local exchange carriers ("CLECs") in up to 12 European cities.
Implementation of this strategy may involve one or more of the following: (i)
the construction of fiber loop networks, (ii) the purchase or lease of dark
fiber, (iii) obtaining of high frequency microwave licenses for "wireless
fiber," or (iv) partnership with, or acquisition of, resellers or
facilities-based CLECs. In evaluating potential markets the Company will
consider, among other factors, the following characteristics of each market: (i)
its business concentration, (ii) the national and local regulatory environment,
(iii) the technical difficulties of local network construction and (iv) the
extent of existing competition. Due to the preliminary nature of the Company's
business plan with respect to its European Services Strategy, the Company cannot
estimate with certainty the amount and timing of the Company's future capital
requirements to implement such strategy. Management believes, however, that if
the European Services Strategy is implemented, it is likely that the Company
will need to raise additional capital above that being raised in the Offerings.
See "Risk Factors -- Risks Relating to European Services Strategy" and
"Business -- Western Europe -- European Services Strategy."

FINANCING PLAN

In general, the Company's strategy is to finance general corporate cash
needs, the development of start-up ventures and acquisitions through the parent
company and, when possible and cost effective, to finance ongoing operations at
the venture level.

The Company believes that its existing cash balances and cash flow from
operations will be sufficient to fund its expected capital needs under its
current business plan, excluding any funds expended in connection with the
potential implementation of the Company's European Services Strategy. The
Company contemplates that it will raise additional debt financing through a
newly formed subsidiary of the Company, the proceeds of which will be applied
toward the implementation of the Company's European Services Strategy. The size
and timing of such financing have not yet been determined by the Company. The
actual amount and timing of the Company's future capital requirements, however,
may differ materially from management's estimates and, therefore, GTS may
require additional capital to execute its current business plan and to fund
expected operating losses, as well as to consummate future acquisitions and
exploit opportunities to expand and develop its businesses, part of which may be
provided with proceeds of the Offerings. Management expects that GTS and its
ventures will incur over $500 million of capital expenditures during the next
three years, of which approximately $100 million will be incurred in the last
two quarters of 1998. Of these amounts, approximately $290 million will be used
to fund construction of the HER network and approximately $180 million will be
applied to the expansion of the Company's businesses in the CIS, with the
remainder to be used for the development of the Company's other businesses. The
Company also will need to fund operating losses for a number of its ventures for
at least the next 12 months. In addition, as part of its business strategy, the
Company regularly evaluates potential acquisitions and joint ventures. The
Company believes that attractive acquisition opportunities currently exist in
the markets in which it operates in Western and Central Europe and the CIS. The
Company continuously considers a number of potential transactions, some of which
may involve the contribution of certain of its Russian businesses in exchange
for an interest of equivalent or greater value in the surviving entity and, if
consummated, may be material to the Company's operations and financial

6
10

condition. The Company has no definitive agreement with respect to any
acquisition or joint venture, although from time to time it has discussions with
other companies and assesses opportunities on an on-going basis. The Company
expects to use the net proceeds of the Offerings primarily to implement the
Company's European Services Strategy. In addition, a portion of the net proceeds
may be used to further develop the Company's businesses in Central Europe and
Russia, as well as for potential acquisitions, other business development
opportunities and general corporate purposes. See "Risk Factors -- Additional
Capital Requirements," "Risk Factors -- Risks Relating to European Services
Strategy" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

As of June 30, 1998, after giving effect to the Stock Offerings, certain
entities associated with George Soros (collectively, the "Soros Associates") and
Alan B. Slifka and certain affiliates beneficially owned approximately 12.8% and
7.6% of the Common Stock (including rights to acquire Common Stock),
respectively. See "Principal Stockholders."

* * *

The Company was founded in 1983 as a not-for-profit company under the name
San Francisco/Moscow Teleport, Inc. The Company was incorporated as a California
for-profit corporation on September 25, 1986, and by way of a reincorporation
merger, merged with and into SFMT, Inc., a Delaware corporation formed for that
purpose on September 13, 1993. The Company was renamed Global TeleSystems Group,
Inc., on February 22, 1995. The Company's principal business office is located
at 1751 Pinnacle Drive, North Tower-12th Floor, McLean, Virginia 22102, United
States, and its telephone number is (703) 918-4500.

RISK FACTORS

See "Risk Factors" beginning on page 10 for a discussion of certain factors
that should be considered by prospective investors in evaluating an investment
in the Offered Securities.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following summary historical consolidated financial data as of and for
the years ended December 31, 1995, 1996 and 1997 are derived from the Company's
audited Consolidated Financial Statements. The following unaudited summary
historical consolidated financial data as of June 30, 1998 and for the three and
six months ended June 30, 1997 and 1998 are derived from the Company's unaudited
Consolidated Financial Statements. The summary historical consolidated financial
data presented below should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations," and the audited
Consolidated Financial Statements and related notes thereto appearing elsewhere
in this Prospectus.

Under generally accepted accounting principles, a majority of the Company's
ventures are accounted for by the equity method of accounting. Under this
method, the operating results of the ventures are included in the Company's
Consolidated Statement of Operations as a single line item, "Equity in (losses)
earnings of ventures." The Company recognizes 100% of the losses in ventures
where the Company bears all of the financial risk (which includes all of the
Company's significant ventures except for Sovintel and, historically, HER).
Also, the assets, liabilities and equity of the ventures are included in the
Company's Consolidated Balance Sheets as a single line item, "Investments in and
advances to ventures." See Note 3 to the Company's audited Consolidated
Financial Statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview." Financial information about
the Company's equity ventures is included below under "Supplemental
Information -- Summary Historical Financial Data -- Combined Equity
Investments."

THREE MONTHS SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, ENDED JUNE 30, JUNE 30,
------------------------------- ------------------- -------------------
1995 1996 1997(1) 1997 1998 1997 1998
-------- -------- --------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS DATA:
Revenues, net............................ $ 8,412 $ 24,117 $ 47,098 $ 8,908 $ 30,648 $ 17,295 $ 53,465
Gross margin............................. 16 5,176 4,379 2,369 6,453 4,332 10,247
Operating expenses....................... 41,014 52,955 78,410 14,067 28,724 27,088 51,410
Equity in earnings (losses) of
ventures............................... (7,871) (10,150) (14,599) (6,747) 4,215 (10,167) 7,627
Other income (expense)................... 11,034 (8,729) (29,551) (3,094) (8,579) (5,960) (19,373)
Loss before extraordinary loss........... (40,400) (67,991) (116,986) (21,954) (26,180) (39,687) (50,653)
Extraordinary loss(2).................... -- -- -- -- -- -- (12,704)
Net loss................................. (40,400) (67,991) (116,986) (21,954) (26,180) (39,687) (63,357)
Loss per share before extraordinary
loss................................... (1.61) (2.22) (3.26) (0.63) (0.48) (1.14) (1.02)
Extraordinary loss per share............. -- -- -- -- -- -- (0.25)
Net loss per share....................... (1.61) (2.22) (3.26) (0.63) (0.48) (1.14) (1.27)

DECEMBER 31, JUNE 30,
1997 1998
------------ ----------
(IN THOUSANDS)

BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents................................... $318,766 $ 477,996
Property and equipment, net................................. 236,897 330,847
Investments in and advances to ventures..................... 76,730 76,885
Total assets................................................ 780,461 1,134,110
Total debt.................................................. 639,359 683,680
Minority interest and stock subject to repurchase........... 31,255 55,877
Shareholders' equity........................................ 26,967 257,573

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

(1) As a result of the Company's increase in ownership interest and amendment to
the HER Shareholders Agreement that was completed on July 16, 1997, the
Company accounts for its ownership interest in HER under the consolidation
method of accounting. Prior to this date, the Company accounted for HER
under the equity method of accounting.

(2) The Company recognized a $12.7 million extraordinary charge to earnings in
the first quarter of 1998, as a result of the Company's early extinguishment
of certain related party debt obligations. The nature of the charge is
comprised of the write-off of $11.6 million of unamortized debt discount and
$1.1 million of unamortized debt issuance costs that were deferred as
financing costs and were being amortized over the original maturity of the
debt.

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12

SUPPLEMENTAL INFORMATION -- SUMMARY HISTORICAL
FINANCIAL DATA -- COMBINED EQUITY INVESTMENTS

The following unaudited summary historical financial data -- equity
investments for the years ended December 31, 1995, 1996 and 1997, and for the
three and six months ended June 30, 1997 and 1998 are derived from the Company's
financial records. It is intended to supplement the aforementioned summary
historical consolidated financial data, which were derived from the Company's
audited Consolidated Financial Statements.

The Company believes that this information provides additional insight on
the Company's unconsolidated equity method investments. Generally accepted
accounting principles prescribe inclusion of revenues and expenses for
consolidated interests (generally interests of more than 50%, absent some other
factors), but not for equity interests (generally interests of 20% to 50%) or
cost interests (generally interests of less than 20%). Equity accounting
ordinarily results in the same net income as consolidation; however, the net
operating results are reflected on one line within the income statement. More
detailed financial information about the Company's equity investments is
included under "Supplemental Information -- Selected Historical Financial
Data -- Combined Equity Investments."

THREE MONTHS SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, ENDED JUNE 30, JUNE 30,
----------------------------- ----------------- -------------------
1995 1996 1997 1997 1998 1997 1998
------- -------- -------- ------- ------- -------- --------
(IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Revenues, net.............................. $54,051 $143,472 $226,160 $53,714 $73,384 $101,740 $137,067
Cost of revenues........................... 33,011 80,426 127,732 31,549 40,671 58,370 77,058
Operating expenses......................... 22,958 55,018 74,845 18,810 15,272 32,955 28,064
Net (loss) income.......................... (6,380) (5,220) 4,330 (2,787) 11,195 (821) 20,180
Income (loss) recognized by GTS............ (7,871) (10,150) (14,599) (6,747) 4,215 (10,167) 7,627
ADJUSTMENTS FOR INTER-AFFILIATE
TRANSACTIONS(1):
Revenues, net.............................. (2,270) (15,385) (24,927) (3,924) (8,753) (9,857) (17,643)
Cost of revenues........................... (2,215) (13,562) (23,250) (4,898) (7,897) (9,658) (16,002)
Operating expenses......................... (6,967) (8,083) (8,357) (5,707) 5,529 (8,582) 9,687

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

(1) The adjustment amounts represent the effect of inter-affiliate transactions
between the Company's consolidated and equity method ventures. More detailed
information about inter-affiliate transactions is included under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Accounting Methodology."

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13

RISK FACTORS

ADDITIONAL CAPITAL REQUIREMENTS

The Company anticipates that the implementation of its European Services
Strategy may require significant amounts of capital in addition to that portion
of the net proceeds of the Offerings anticipated to be expended in connection
therewith. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" and
"Business -- Western Europe -- European Services Strategy." In addition, as part
of its business strategy, the Company regularly evaluates potential acquisitions
and joint ventures. The Company believes that attractive acquisition
opportunities currently exist in the markets in which it operates in Western and
Central Europe and the CIS. The Company continuously considers a number of
potential transactions, some of which may involve the contribution of certain of
its Russian businesses in exchange for an interest of equivalent or greater
value in the surviving entity and, if consummated, may be material to the
Company's operations and financial condition. The Company has no definitive
agreement with respect to any material acquisition or joint venture, although
from time to time it has discussions with other companies and assesses
opportunities on an on-going basis. The Company may fund such acquisitions or
joint ventures with a portion of the net proceeds from the Offerings or may
require additional capital to fund such acquisitions or joint ventures.

The Company believes that its existing cash balances and cash flows from
operations will be sufficient to fund its expected capital needs under its
current business plan excluding any funds expended in connection with the
potential implementation of the Company's European Services Strategy. The actual
amount and timing of the Company's future capital requirements, however, may
differ materially from management's estimates. In particular, the accuracy of
management's estimates are subject to changes and fluctuations in the Company's
revenues, operating costs and development expenses, which can be affected by the
Company's ability to (i) effectively and efficiently manage the expansion of the
HER network and operations, (ii) obtain infrastructure contracts, rights-of-way,
licenses and other regulatory approvals necessary to complete and operate the
HER network, (iii) negotiate favorable contracts with suppliers, including large
volume discounts on purchases of capital equipment and (iv) access markets,
attract sufficient numbers of customers and provide and develop services for
which customers will subscribe. The Company's revenues and costs are also
dependent upon factors that are not within the Company's control such as
political and economic developments and trends, regulatory changes, changes in
technology, increased competition and various factors such as strikes, weather,
and performance by third-parties in connection with the Company's operations.
Due to the uncertainty of these factors, actual revenues and costs may vary from
expected amounts, possibly to a material degree, and such variations are likely
to affect the Company's future capital requirements. Historically, GTS has
experienced liquidity problems resulting in part from the Company's need to meet
the capital requirements of certain of its joint ventures in excess of forecast
amounts. In addition, certain of the Company's joint ventures have not met
management's financial performance expectations or have not been able to secure
local country financing and thus have not been able to generate the expected
cash inflows. In addition, if the Company expands its operations at an
accelerated rate or consummates acquisitions, the Company's funding needs will
increase, possibly to a significant degree, and it will expend its capital
resources sooner than currently expected. In addition, due to the preliminary
nature of the Company's business plan with respect to its European Services
Strategy, the Company cannot estimate with any degree of certainty the amount
and timing of the Company's future capital requirements to implement such
strategy, which the Company anticipates will be dependent on a number of factors
including, among others, the demand for the Company's services, the markets in
which the Company builds or buys networks and regulatory, technological and
competitive developments. As a result of its acquisition on June 24, 1998 of a
majority interest in Ebone A/S ("Ebone"), a Tier 1 Internet backbone provider in
Europe, HER may be required to provide funds to support Ebone to the extent
Ebone is not self-funding in accordance with its business plan. The Company may
also be required to repay its Convertible Bonds upon maturity in the year 2000
to the extent such Convertible Bonds are not converted into Common Stock. As a
result of the foregoing, or if the Company's capital resources otherwise prove
to be insufficient, the Company may need to raise additional capital. See
"-- Government Regulation," "-- Competition," "-- Technology," "-- HER Network
Roll-out," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business -- Western Europe -- HER."
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14

If the Company decides to raise additional funds through the incurrence of
debt, it may become subject to additional or more restrictive financial
covenants and its interest obligations will increase. If the Company decides to
raise additional funds through the issuance of equity, the interests of holders
of the Common Stock will be diluted. The Company presently contemplates that it
will raise additional debt financing through a newly formed subsidiary of the
Company, the proceeds of which will be applied toward the implementation of the
Company's European Services Strategy. The size and timing of such financing have
not yet been determined by the Company. There can be no assurance that
additional financing will be available to GTS on favorable terms or at all, and
failure to generate sufficient funds in the future, whether from operations or
by raising additional debt or equity capital, may require the Company to delay
or abandon some or all of its anticipated expenditures, to sell assets, or both,
and could affect the Company's ability to compete, either of which could have a
material adverse effect on the operations of the Company, the ability of the
Company to pay the principal of, and the interest on, the Bonds and could
adversely affect the market price of the Bonds and the Common Stock. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

SUBSTANTIAL LEVERAGE

GTS is, and will continue to be, highly leveraged as a result of the
substantial indebtedness it has incurred and intends to incur to pursue the
implementation of its business plans. On a pro forma consolidated basis, after
giving effect to the issuance of the New Convertible Bonds, the Company would
have had approximately $1.2 billion aggregate principal amount of indebtedness
outstanding at June 30, 1998. GTS's debt instruments permit the Company and its
subsidiaries to incur certain additional indebtedness to fund expansion of the
Company's businesses and for other permitted purposes. In addition, the Company
contemplates that it will raise additional debt financing through a newly formed
subsidiary of the Company, the proceeds of which will be applied toward the
implementation of the Company's European Services Strategy. The size and timing
of such financing have not yet been determined by the Company. The degree to
which the Company is leveraged could have important consequences for holders of
the Common Stock and the Bonds, including (i) limiting the Company's ability to
refinance its existing indebtedness or obtain additional financing to fund
future working capital, capital expenditures and other general corporate
requirements, (ii) requiring the dedication of a substantial portion of the
Company's cash flow from operations to the payment of principal of, and interest
on, its indebtedness, thereby reducing the availability of such cash flow to
fund working capital, capital expenditures or other general corporate purposes,
(iii) limiting the Company's flexibility in planning for, or reacting to,
changes in its business and the telecommunications industry, (iv) limiting the
Company's ability to obtain additional financing to make capital expenditures
and acquisitions, (v) limiting the Company's ability to withstand adverse
economic conditions or take advantage of significant business opportunities that
may arise, (vi) limiting the Company's ability to invest in new or developing
technologies, (vii) limiting the Company's ability to respond to changes
affecting the implementation of its financing, construction or operating plans
and (viii) placing the Company at a competitive disadvantage with respect to
less-leveraged competitors. In addition, the Company's operating and financial
flexibility will be limited by covenants contained in agreements governing the
indebtedness of the Company. Among other things, these covenants limit or may
limit the ability of the Company and its subsidiaries to incur additional
indebtedness, make capital expenditures, pay dividends or make distributions on
capital stock of the Company or make certain other restricted payments, create
certain liens upon assets, dispose of certain assets or enter into certain
transactions with affiliates. There can be no assurance that such covenants will
not materially and adversely affect the Company's ability to finance its future
operations or capital needs or to engage in other business activities which may
be in the interest of the Company.

The Company must substantially increase its net cash flow in order to meet
its debt service obligations, and there can be no assurance that the Company
will be able to meet such obligations, including the obligations of the Company
under the Bonds. If the Company is unable to generate sufficient cash flow or
otherwise obtain funds necessary to make required payments, or if it otherwise
fails to comply with the various covenants under its indebtedness, it would be
in default under the terms thereof, which would permit the holders of such
indebtedness to accelerate the maturity of such indebtedness and could cause
defaults under other indebtedness of the Company, including the Bonds, which
would adversely affect the market price of the
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15

Bonds and the Common Stock. Such defaults could result in a default on the Bonds
and could delay or preclude payments of interest or principal thereon.

SUBORDINATION; NO LIMITATION ON SENIOR INDEBTEDNESS

The Bonds are unsecured, senior subordinated obligations of the Company,
are contractually subordinate in right of payment to all existing and future
Senior Indebtedness of the Company and rank senior in right of payment to all
subordinated indebtedness of the Company and at least pari passu in right of
payment with all other present and future unsecured, senior subordinated
indebtedness of the Company. As of June 30, 1998, the Company had approximately
$106.2 million of Senior Indebtedness outstanding that was senior in right of
payment to the Bonds, and the Company's subsidiaries had approximately $458.1
million of indebtedness outstanding that was effectively senior to the Bonds.
The Bonds will rank pari passu in right of payment with the New Convertible
Bonds. See "Capitalization" and "Description of the Bonds -- Subordination."

The Indenture does not restrict the incurrence of Senior Indebtedness or
the incurrence of other indebtedness by the Company or its subsidiaries. The
incurrence of Senior Indebtedness or other indebtedness by the Company or its
subsidiaries could adversely affect the Company's ability to pay its obligations
on the Bonds. In the event of any insolvency, bankruptcy, liquidation,
reorganization, dissolution or winding-up of the business of the Company or upon
acceleration of the Bonds due to an Event of Default, holders of indebtedness of
the Company's subsidiaries and holders of Senior Indebtedness of the Company
will be entitled to receive payment in full before holders of the Bonds would
receive any payment and there may not be sufficient assets remaining to pay
amounts due on any or all of the Bonds.

HOLDING COMPANY STRUCTURE; SIGNIFICANT LIMITATIONS ON ACCESS TO SUBSIDIARIES'
AND JOINT VENTURE CASH FLOW

GTS is a holding company which has no significant business operations or
assets other than its interests in joint ventures and its subsidiaries.
Accordingly, GTS must rely entirely upon distributions from the joint ventures
and its subsidiaries and investments to generate the funds necessary to meet its
obligations, including payments on the Bonds. The joint ventures and the
Company's subsidiaries are separate and distinct legal entities which have no
obligation, contingent or otherwise, to pay any amount due pursuant to the Bonds
or to make any funds available therefor, whether by dividends, loans or other
payments. In addition, should the Company receive dividends or other
distributions from its joint ventures, subsidiaries or investments, the ability
of the Company to repatriate such profits and capital is dependent upon the
provisions of the applicable foreign investment and exchange laws and
availability of foreign exchange in sufficient quantities in those countries.
The amount of such dividends and other distributions from these entities will be
affected by the current tax systems in these jurisdictions, primarily the
provisions relating to corporate profits and withholding taxes. See "-- Taxes;
Availability of Net Operating Loss Carryforwards." Furthermore, because consent
is required of the joint venture partners in some of the Company's joint
ventures for distributions from such joint cooperation from its joint venture
partners. See "-- Dependence on Certain Local Parties; Absence of Control."
Thus, there can be no assurance that the Company will be able to realize
benefits from its joint ventures, subsidiaries and investments through the
receipt of dividends or other distributions at such times and amounts it
desires. Any failure by GTS to receive dividends or other distributions from its
joint ventures, subsidiaries or investments would restrict the Company's ability
to repay the Bonds and could otherwise have a material adverse effect on the
Company's business, results of operations and financial condition. In the event
that the Company were unable to meet its working capital needs and capital
expenditure requirements with cash generated from operations or borrowings from
other sources, the Company would have to consider various options, such as
refinancing outstanding indebtedness, obtaining additional equity capital or
selling certain assets. There can be no assurance that the Company will be able
to raise new equity capital, refinance its outstanding indebtedness, or obtain
new financing in the future, or that, if the Company is able to do so, the terms
available will be favorable to the Company. Failure to obtain additional
financing may require the Company to delay or abandon some or all of its
anticipated expenditures, to sell assets, or both, and could affect the
Company's ability to compete, either of which could have a material adverse
effect on the operations of the Company and the ability of the Company to pay
the principal and interest on the Bonds, and could

12
16

adversely affect the trading price of the Bonds and the Common Stock. See
"-- History of Operating Losses" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

HISTORY OF OPERATING LOSSES

The Company has historically sustained substantial operating and net
losses. The Company had net losses of $40.4 million in 1995, $68.0 million in
1996, $117.0 million in 1997 and $63.4 million for the six months ended June 30,
1998. The Company's cumulative net losses totalled $306.2 million from inception
through June 30, 1998. The Company's net losses in the first two quarters of
1998 exceeded those in the comparable prior period in 1997, and the Company
expects this trend to continue in the third quarter of 1998. Further development
of the Company's business, including the Company's European services business,
will require significant additional expenditures and the Company expects that it
will have significant operating and net losses and will record significant net
cash outflow, before financing, in coming years. There can be no assurance that
the Company's operations, including the Company's European services business,
will achieve or sustain profitability or positive cash flow in the future. If
the Company cannot achieve and sustain operating profitability or positive cash
flow from operations, it may not be able to meet its debt service obligations or
working capital requirements which would have a material adverse effect on the
operations of the Company, the ability of the Company to pay the principal of,
and the interest on, the Bonds and would adversely affect the market price of
the Bonds and the Common Stock. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

HER NETWORK ROLL-OUT

HER's ability to achieve its strategic objective will depend in large part
on the successful, timely and cost-effective completion of the HER network.
Although HER currently operates commercially over a portion of the network
linking Brussels, Antwerp, Rotterdam, Amsterdam, London, Paris, Frankfurt,
Strasbourg, Zurich, Geneva, Stuttgart, Dusseldorf, Munich and Milan, the
development of the remainder of the network may be delayed or adversely affected
by a variety of factors, uncertainties and contingencies. Many of these factors,
such as strikes, natural disasters and other casualties, are beyond HER's
control. In addition, HER will need to negotiate and conclude additional
agreements with various parties regarding, among other things, rights-of-way and
development and maintenance of the network infrastructure and equipment. There
can be no assurance that HER will be successful in concluding necessary
agreements, or that delays in concluding such agreements will not materially and
adversely affect the speed or successful completion of the network. The
successful and timely completion of the network will also depend on, among other
things, (i) timely performance by various third parties of their contractual
obligations to engineer, design and construct portions of the network and (ii)
HER's ability to obtain and maintain applicable governmental approvals.

HER is operational in Belgium, the Netherlands, the UK, France, Germany,
Switzerland and Italy, and HER expects that the 18,000 kilometer network will be
operational during the year 2000. Although HER believes that its cost estimates
and the build-out schedule are reasonable, there can be no assurance that the
actual construction costs or time required to complete the network build-out
will not substantially exceed current estimates. Any significant delay or
increase in the costs associated with development of the HER network could have
a material adverse effect on HER and the operations of the Company.

Development of the HER network is capital intensive. Management expects
that approximately $290 million in capital expenditures will be incurred in
connection with the buildout of the HER network. HER raised approximately $265
million in a private placement of its senior notes in August 1997 (of which
$56.6 million has been placed in escrow for the first two years' interest
payments on the notes). In addition, in connection with the HER Recapitalization
(as defined below), the Company, through a subsidiary, GTS-Hermes, made a
contribution of approximately $51.8 million to HER. The Company believes that
the net proceeds of such note sale, combined with the $51.8 million contribution
and HER's projected internally generated funds, should be sufficient to fund
HER's expected capital expenditures. However, the actual amount and timing of
HER's future capital requirements may differ materially from management's
estimates. Thus, additional financing may be needed to construct the HER network
and there can be no assurance that
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17

such additional financing will be available on terms acceptable to the Company
or at all. Failure to obtain necessary financing may require HER to delay or
abandon its plans for deploying the remainder of the network and would adversely
affect the viability of HER, or may require the Company to make additional
capital contributions to HER at the expense of the Company's other operations,
either of which could have a material adverse effect on the operations of the
Company and would adversely affect the value of the Common Stock and the trading
price of the Bonds. HER's revenues and the cost of deploying its network and
operating its business will depend upon a variety of factors including, among
other things, HER's ability to (i) effectively and efficiently manage the
expansion of its network and operations, (ii) negotiate favorable contracts with
suppliers, (iii) obtain additional licenses, regulatory approvals, rights-of-way
and infrastructure contracts to complete and operate the network, (iv) access
markets and attract sufficient numbers of customers and (v) provide and develop
services for which customers will subscribe. HER's revenues and costs are also
dependent upon factors that are not within HER's control such as regulatory
changes, changes in technology, increased competition and various factors such
as strikes, weather and performance by third-parties in connection with the
development of the network. Due to the uncertainty of these factors, actual
costs and revenues may vary from expected amounts, possibly to a material
degree, and such variations would likely affect HER's future capital
requirements. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources." HER must obtain
additional infrastructure provider agreements for the long-term lease of dark
fiber, rights-of-way and other permits to install fiber optic cable from
railroads, utilities and governmental authorities to build out the network.
There can be no assurance that HER will be able to maintain all of its existing
agreements, rights and permits or to obtain and maintain the additional
agreements, rights and permits needed to implement its business plan on
acceptable terms. Loss of substantial agreements, rights and permits or the
failure to enter into and maintain required arrangements for the HER network
could have a material adverse effect on HER's business. In addition, HER depends
on third parties for leases of dark fiber for substantial portions of its
network. There can be no assurance that HER will be able to enter into and
maintain required arrangements for leased portions of the HER network, which
could have a material adverse effect on HER's business. To the extent that HER
is unable to enter into or maintain such arrangements, such inability could have
a material adverse effect on HER's business, as well as on the operations of the
Company the ability of the Company to pay the principal of, and the interest on,
the Bonds and could adversely affect the market price of the Bonds and the
Common Stock.

In order to operate and, in the case of some countries, even to construct
the network in accordance with current plans, HER must obtain the necessary
regulatory approvals. To date, HER has obtained licenses or authorizations or is
otherwise entitled to provide services in the United Kingdom, the Netherlands,
Belgium, Germany, France, Italy, Denmark and Sweden and has obtained a
provisional concession to operate in Switzerland. HER expects to obtain a
permanent concession from the Swiss regulatory authority by the end of the third
quarter 1998. In addition, HER intends to file applications in other countries
in anticipation of service launch in accordance with the HER network roll-out
plan. The terms and conditions of these licenses or authorizations may limit or
otherwise affect HER's scope of operations. There can be no assurance that HER
will be able to obtain, maintain or renew licenses or authorizations to provide
the services it currently provides and plans to provide, that such licenses or
authorizations will be issued or renewed on terms that are commercially viable,
or that the licenses or authorizations required in the future can be obtained by
HER. The loss of, or failure to obtain, these licenses or authorizations or a
substantial limitation upon the terms of these licenses or authorizations could
have a material adverse effect on HER and could adversely affect the market
price of the Bonds and the Common Stock. See "Business -- Western
Europe -- HER -- Licenses and Regulatory Issues."

RISKS RELATING TO EUROPEAN SERVICES STRATEGY

Preliminary Nature of European Services Strategy. The Company's European
Services Strategy is preliminary. The Company's determination to proceed with
its European Services Strategy will depend on its ability to assess potential
markets, obtain required governmental authorizations, franchises and permits,
identify appropriate acquisition candidates, implement efficient information
processing systems for billing and customer service and develop a sufficient
customer base. The failure of any of the foregoing may require the
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18

Company to modify, delay or abandon some or all of its preliminary plans with
respect to its European Services Strategy. In addition, due to the preliminary
nature of its European Services Strategy, the Company cannot estimate with
certainty the amount and timing of the Company's future capital requirements to
implement such strategy. Further development of the Company's business,
including the Company's European services business, will require significant
additional expenditures, and the Company expects that it will have significant
operating and net losses and will record significant net cash outflow, before
financing, in coming years. There can be no assurance that the Company's
operations, including the Company's European Services business, will achieve or
sustain profitability or positive cash flow in the future. See "-- Additional
Capital Requirements," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and "Business -- Western
Europe -- European Services Strategy."

Regulatory. The Company's plans to provide an expanded array of
telecommunications services in Europe, including local, long distance,
international, data and Internet services, will subject the Company to
significant additional regulation at the EU, national and local levels. Delays
in receiving required regulatory approvals, or the enactment of adverse
regulations or regulatory requirements, may delay or prevent the Company from
offering its services in many European markets, restrict the types of services
offered by the Company, constrain the Company's deployment of its networks and
otherwise adversely affect the Company's operations. There can be no assurance
that the Company will be able to obtain the necessary regulatory approvals on a
timely basis or that the Company will not otherwise be affected by regulatory
developments, any of which may have a material adverse effect on the Company.

Competition. The provision of telecommunications services in Europe is
extremely competitive and the Company's success will depend upon its ability to
compete with a variety of telecommunications providers in each of its markets.
The Company's competitors will include PTOs, alliances among telecommunications
companies (such as Global One, an alliance among Sprint, Deutsche Telekom and
France Telecom), facilities-based competitors (including WorldCom Inc.
("WorldCom"), Viatel Inc. ("Viatel"), Esprit Telecom Group plc ("Esprit"),
Econophone, Inc. ("Econophone"), Primus Telecommunications Group, Incorporated
("Primus") and Cable & Wireless, plc ("Cable & Wireless"), resellers, data
providers, Internet service providers and other bundled services providers. The
Company may also face competition in one or more of its markets from competitors
utilizing new or alternative technologies or new applications of existing
technologies, including cable television companies, wireless telephone
companies, microwave carriers and satellite companies. Many of the Company's
competitors will have established customer bases and extensive brand name
recognition, and many of such competitors will have greater financial,
management and other resources than the Company.

The Company will compete primarily on the basis of price and, to a lesser
extent, on the type and quality of services it offers. Many of the Company's
potential competitors have the ability to use their substantial financial
resources to cause severe price competition in the markets in which the Company
plans to operate, which would force the Company to lower its prices to remain
competitive. The Company also expects to experience significant customer
attrition as a result of the highly competitive nature of its markets, and it
may be difficult for the Company to attract and retain a sufficient customer
base. There can be no assurance that the Company will be able to effectively
market its expanded service offerings or that competitive pressures will not
have a material adverse effect on the Company.

Entering New Markets. The Company will have to make significant operating
and capital investments in order to implement its European Services Strategy and
there are numerous operating complexities associated with providing these
services. The Company will be required to develop new products and services and
will need to establish direct and/or indirect sales channels to market its
offerings. Sophisticated information and processing systems will be vital to the
Company's success and the Company will need to implement and integrate the
necessary provisioning, billing and collection systems for its services. The
Company has no prior experience in offering expanded services in Europe or in
targeting the European business and government customers. The Company may also
rely upon third party vendors and contractors for network buildouts and
information systems upgrades, and will need to obtain rights of way and other
consents to develop its networks. There can be no assurance that the Company
will successfully be able to implement its European Services

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Strategy on a timely basis, or at all, and any delays in one or more of the
Company's targeted markets may have a material adverse effect on the Company.

Reliance on PTOs and Other Telecommunications Service Providers. In order
to compete successfully with its expanded European services offerings, the
Company will need to negotiate interconnection agreements with, and may need to
negotiate collocation agreements and lease trunking capacity from, the PTOs and
other local service providers operating in the Company's target markets. There
can be no assurance that such interconnection and other agreements with the
local service providers can be reached on terms that are satisfactory to the
Company.

With respect to its long distance and international services, the Company
will need to negotiate resale agreements with long distance and international
carriers. Such agreements frequently contain minimum volume commitments and the
Company may be obligated to pay underutilization charges if it overestimates its
need for transmission capacity. If the Company underestimates its need for
transmission capacity, it may be required to obtain capacity through more
expensive means.

Acquisition-Related Risks. The Company may enter its targeted markets
through acquisitions. If acquisitions are consummated, the Company will be
subject to certain risks, including, among others, the difficulty of
assimilating the acquired operations and personnel, the potential disruption of
the Company's ongoing business and diversion of resources and management time
and the potential impairment of relationships with employees or customers as a
result of changes in management. In addition, the Company's ability to
consummate acquisitions may be constrained by its high degree of leverage and by
the terms of its outstanding indebtedness. There can be no assurance that any
acquisitions will be made, that the Company will be able to obtain any
additional financing needed to finance such acquisitions and, if any
acquisitions are made, that the acquired business will be successfully
integrated into the Company's operations or that they will perform as expected.

Potential Adverse Impact on HER. Many of the Company's planned service
offerings will compete with the services offered by the PTOs, New Entrants and
other customers HER targets as an independent carrier's carrier. To the extent
that the Company's subsidiaries offering such services contract with HER for
capacity, the Company expects that such arrangements will be entered into on an
arms' length basis. However, the Company's European Services Strategy could
affect the perception of HER as an independent operator and could negatively
impact HER's ability to attract and retain customers which could, in turn, have
a material adverse effect on the Company.

RISKS RELATING TO REORGANIZATION OF RUSSIAN TELECOMMUNICATIONS INDUSTRY

Svyazinvest was established by the Russian government in 1994 to hold the
government's interest in 88 regional telecommunication companies. In April 1997,
President Yeltsin approved the transfer of additional government-owned
telecommunications assets, including the government's 51% stake in Rostelecom
(the government controlled international and long distance operator), to
Svyazinvest. On July 30, 1997, Mustcom Ltd., a Cyprus-based company that
represents the interests of a consortium which includes ICFI Cyprus, Renaissance
International Ltd., Deutsche Morgan Grenfell, Morgan Stanley, and certain
entities affiliated with an affiliate of George Soros, purchased a 25% stake in
Svyazinvest for $1.87 billion. As of June 30, 1998, after giving effect to the
Stock Offerings, different affiliates of George Soros beneficially owned 15.3%
of the Company's Common Stock. The President had also authorized the sale of
another 24% of Svyazinvest at a future date. This sale was scheduled to occur in
the second half of 1998; however, in view of the recent deterioration of the
Russian economy and political instability, it is unclear when the sale may
occur. See "-- Risks Relating to Russia and the CIS -- Political" and
"-- Economic." As a result of the government's actions, a single entity,
Svyazinvest, now owns a majority interest in most of the Company's principal
venture partners and other telecommunication service providers in Russia which
together provide a range of international and domestic long distance and local
telecommunications services throughout Russia. The consolidation of many of its
partners under Svyazinvest and the possible sale of a significant interest in
Svyazinvest to foreign and/or Russian investors will likely subject the Company
to more coordinated competition from Svyazinvest, and may lead to material
adverse changes in the business relationships between

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the Company and such partners, which business relationships represent a material
component of the Company's business strategy in Russia. There can be no
assurance that the continuing privatization of Svyazinvest, or the evolution of
government policy regarding Svyazinvest and Rostelecom, will not have a material
adverse effect on the Company or its ventures. See "-- Competition,"
"-- Dependence on Certain Local Parties; Absence of Control" and
"Business -- Russia and the CIS -- Overview" and "Principal Stockholders."

MANAGING RAPID GROWTH

As a result of the Company's past and expected continued growth and
expansion, significant demands have been placed on the Company's management,
operational and financial resources and on its systems and controls. The Company
continues to construct segments of the HER network, expand its operations within
Russia and the CIS and expand into additional geographic and service markets
when business and regulatory conditions warrant. In order to manage its growth
effectively, the Company must continue to implement and improve its operational
and financial systems and controls, purchase and utilize additional
telecommunications facilities and expand, train and manage its employee base.
Inaccuracies in the Company's forecasts of market demand could result in
insufficient or excessive telecommunications facilities and disproportionate
fixed expenses for certain of its operations. There can be no assurance that the
Company will be able to construct and operate the entire HER network as
currently planned, expand with the markets in which its ventures are currently
operating or expand into additional markets at the rate presently planned by the
Company, or that any existing regulatory barriers to such expansion will be
reduced or eliminated. As the Company proceeds with its development and
expansion, there will be additional demands on the Company's customer support,
sales and marketing and administrative resources and network infrastructure.
There can be no assurance that the operating and financial control systems and
infrastructure of the Company and its ventures will be adequate to maintain and
effectively manage future growth. The failure to continue to upgrade the
administrative, operating and financial control systems or the emergence of
unexpected expansion difficulties could materially and adversely affect the
Company's business, results of operations and financial condition.

RISKS RELATING TO EMERGING MARKETS

Substantially all of the Company's revenue to date has been derived from
operations in emerging markets, where the Company's businesses are subject to
numerous risks and uncertainties, including political, economic and legal risks,
such as unexpected changes in regulatory requirements, tariffs, customs, duties
and other trade barriers, difficulties in staffing and managing foreign
operations, problems in collecting accounts receivable, political risks,
fluctuations in currency exchange rates, foreign exchange controls which
restrict or prohibit repatriation of funds, technology export and import
restrictions or prohibitions, delays from customs brokers or government
agencies, seasonal reductions in business activity, and potentially adverse tax
consequences resulting from operating in multiple jurisdictions with different
tax laws, which could materially adversely impact the Company's business,
results of operations and financial condition.

The political systems of many of the emerging market countries in which the
Company operates or plans to operate are slowly emerging from a legacy of
totalitarian rule. Political conflict and, in some cases, civil unrest and
ethnic strife may continue in some of these countries for a period of time. Many
of the economies of these countries are weak, volatile and reliant on
substantial foreign assistance. Expropriation of private businesses in such
jurisdictions remains a possibility, whether by an outright taking or by
confiscatory tax or other policies. There can be no assurance that GTS's
operations will not be materially and adversely affected by such factors or by
actions to expropriate or seize its operations. The success of free market
reforms undertaken in certain of the emerging market countries in which the
Company operates is also uncertain, and signs of economic instability are
evident. These factors may reduce and delay business activity, economic
development and foreign investment.

Legal systems in emerging market countries frequently have little or no
experience with commercial transactions between private parties. The extent to
which contractual and other obligations will be honored and enforced in emerging
market countries is not entirely free from doubt. Accordingly, there can be no
assurance that difficulties in protecting and enforcing rights in emerging
market countries will not have a
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material adverse effect upon GTS and its operations. Additionally, the Company's
businesses operate in uncertain regulatory environments. The laws and
regulations applicable to GTS's activities in emerging market countries are in
general new and subject to change and, in some cases, incomplete. There can be
no assurance that local laws and regulations will become stable in the future,
or that changes thereto will not materially adversely affect the operations of
the Company, the ability of the Company to pay the principal of, and the
interest on, its indebtedness and could adversely affect the value of the Common
Stock. Additionally, telecommunications regulations in the more developed
Western European markets in which GTS participates are currently undergoing
changes initiated by the Commission of the European Union. See "Business."

RISKS RELATING TO RUSSIA AND THE CIS

Substantially all of the Company's revenue to date has been derived from
operations in Russia and the CIS. Foreign companies conducting operations in the
former Soviet Union face significant political, economic, and legal risks. The
Company continuously evaluates a number of potential transactions, some of which
may involve the contribution of certain of its Russian businesses in exchange
for an interest of equivalent or greater value in the surviving entity and, if
consummated, may be material to the Company's operations and financial condition
and could increase its exposure to such risks.

Political. The political systems of Russia and the other independent
countries of the CIS, which are in a stage of relative infancy, are vulnerable
to instability due to the populace's dissatisfaction with reform, social and
ethnic unrest and changes in government policies. Such instability could lead to
events that could have a material adverse effect on the Company's operations in
these countries. In recent years, Russia has been undergoing a substantial
political transformation. During this transformation, legislation has been
enacted to protect private property against expropriation and nationalization.
However, due to the lack of experience in enforcing these provisions during the
period they have been in effect and due to potential political changes in the
future, there can be no assurance that such protections would be enforced in the
event of an attempted expropriation or nationalization. Expropriation or
nationalization of the Company, its assets or portions thereof, whether by an
outright taking or by confiscatory tax or other policies potentially without
adequate compensation, would have a material adverse effect on the operations of
the Company, the ability of the Company to pay the principal of, and the
interest on, the Bonds and could adversely affect the market price of the Bonds
and the Common Stock.

The various government institutions and the relations between them, as well
as the government's policies and the political leaders who formulate and
implement them, are subject to rapid and potentially violent change. For
example, the Constitution of the Russian Federation gives the President of the
Russian Federation substantial authority, which is frequently challenged by the
Duma, the lower house of the Russian Parliament, and any major changes in, or
rejection of, current policies favoring political and economic reform by the
President may have a material adverse effect on the Company. In March 1998,
President Yeltsin dismissed his entire cabinet, including Prime Minister Victor
Chernomyrdin, citing, among other things, a need for more dynamism and
initiative in the Russian government. Since March 1998, dramatic political
changes have occurred in Russia. At that time, President Yeltsin dismissed his
government headed by Prime Minister Victor Chernomyrdin and formed a new
government led by Sergei Kirlyenko, the young Prime Minister committed to
continuing political and economic reforms. In August 1998, Yeltsin dismissed the
Kirlyenko government and engaged in a struggle with Parliament over leadership
of the new government. Ultimately, under pressure from Parliament, Yeltsin
withdrew his nomination of Victor Chernomyrdin and accepted Yevgeny Primakov as
a compromise candidate. Primakov rapidly received approval from the Duma and is
in the process of forming his government and seeking to develop and implement
policies to address Russia's current economic crisis. Primakov is not expected
to follow the pro-market reform policies of his predecessors and his
appointments and policy pronouncements to date suggest that he favors greater
government intervention in the economy and possibly stricter currency controls.
It is too soon to determine what impact Prime Minister Primakov's policies will
have on the Company's business in Russia, but the political situation remains
very unsettled. In addition, it is uncertain whether the resolution of these and
other issues could have a material adverse effect on the Company.

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Furthermore, the political and economic changes in Russia have resulted in
significant dislocations of authority. As a result of the turmoil at the federal
government level and the continuing absence of a strong central government, the
regions of Russia are exercising more independence in both political and
economic policies. In addition, the local press and international press have
reported that significant organized criminal activity has arisen and high levels
of corruption among government officials exist where the Company operates. While
the Company does not believe it has been adversely affected by these factors to
date, no assurance can be given that organized or other crime will not in the
future have a material adverse effect on the Company.

Economic. Russia is in a serious economic crisis which places at risk the
reforms the Russian government has enacted to create the conditions for a more
market-oriented economy, particularly the government's progress in reducing
inflation and stabilizing the currency. For some time, Russia has experienced
generally rising unemployment and underemployment, high government debt relative
to gross domestic product and high levels of corporate insolvency. Russia
continues to experience chronic problems in its tax collection policies which,
coupled with the recent downturn in commodity prices on world markets, has
created a serious liquidity problem. Concerns about Russia's economy and
political instability have resulted in the Russian stock market losing
approximately 84% of its value during the first eight months of 1998. Under
these circumstances, no assurance can be given that reform policies will
continue to be implemented and, if implemented, will be successful, that Russia
will remain receptive to foreign trade and investment or that the economy will
not suffer additional substantial setbacks. If the Russian economy does not
improve, it is likely this will have a material adverse effect on the demand for
the services offered by the Company in Russia.

In response to these economic problems, in May and early June 1998, the
Russian Central Bank and other Russian governmental authorities adopted a number
of measures, including increasing the inter-bank lending rate charged by the
Russian Central Bank and the rate offered on sovereign debt obligations, in
order to maintain the value of the ruble and reduce the risk of the flight of
foreign capital from the Russian economy. On July 13, 1998, the International
Monetary Fund (the "IMF"), the World Bank and the Japanese government announced
a plan to lend Russia $22.6 billion by the end of 1999. The extension of these
loans is conditional upon the Russian government's implementation of a number of
economic reforms, including measures to enhance tax collections and narrow the
budget deficit. The measures taken in May, June and July 1998 appear to have
failed to stabilize the economy and to provide adequate liquidity. On August 17,
1998, the Russian government and the Central Bank of Russia announced emergency
steps to improve liquidity (the "August 17 Decision"). Pursuant to this
decision, the ruble's value was allowed to float between 6.0 and 9.5 rubles to
the US Dollar, a 90-day moratorium was placed on the payment of foreign exchange
to meet certain obligations of Russian entities, and the Russian government
announced that it intended to restructure the payment terms of certain treasury
bills. Since the August 17 Decision, the ruble's value has declined
substantially below the 9.5 ruble/US Dollar floor set in the August 17 Decision.
As a result, the Company's financial performance has been negatively affected.
The Company has estimated, using a ruble/US Dollar exchange rate of between 15
to 25 rubles to one US Dollar, that a pre-tax charge to earnings of
approximately $15 million to $20 million, respectively, will be realized in its
third quarter 1998 financial results. The estimated charge to earnings is
principally comprised of foreign currency exchange losses for ruble-denominated
net monetary assets, but also reflects management's revised estimate on the
collectibility of accounts receivable and the potential loss of cash deposits in
Russian banks. Moreover, the Russian government has defaulted on payments, and
proposed a restructuring, of certain sovereign debt obligations which has been
criticized by Western holders of such obligations. As a result, it is likely
that the Russian government and Russian businesses will have difficulty
accessing Western financial markets for the foreseeable future. The consequences
of the August 17 Decision and its aftermath remain unclear, but no assurance can
be given that these emergency measures, coupled with the policies of Russia's
new government, will be sufficient to stabilize the currency, enhance liquidity
or prevent further economic dislocation. In particular, there can be no
assurance that there will not be a further significant and sudden decline in the
value of the ruble and consequent increased Company exchange-related losses and
increased loss of investor confidence in the Russian economy. Such consequences
could have a material adverse effect on the Company and its financial condition
and results of operations and the Russian economy generally. See "-- Currency
and Exchange Risks."
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The IMF and the G-7 refused to advance emergency funds to Russia to address
the recent liquidity crisis. In addition, the IMF may not disburse the remaining
tranches of the $22.6 billion loan referenced above, unless the Russian
government complies with the conditions of such loan. This underscores the
extent to which Russia, the CIS and other emerging countries in which the
Company operates are dependent upon substantial financial assistance from
several foreign governments and international organizations. To the extent any
of this financial assistance is reduced or eliminated, economic development in
Russia, the CIS and such other countries may be adversely affected.

Russian and CIS businesses have a limited operating history in
market-oriented conditions. The relative infancy of the business culture is
reflected in the Russian banking system's under-capitalization and liquidity
crises. Many Russian banks continue to have cash shortages. The Russian Central
Bank has reduced banks' reserve requirements in order to inject more liquidity
into the Russian financial system, but has stressed that it will not bail out
the weaker banks. Many of these banks are expected to disappear over the next
several years as a result of bank failure and anticipated consolidation in the
industry. A general Russian banking crisis could have a material adverse effect
on the Company's financial performance and the viability of the Company's
receivables, the ability of the Company to recover funds deposited in Russian
banks, as well as on the operations of the Company, and could adversely affect
the value of the Common Stock.

Regulation of the Telecommunications Industry. The Russian
telecommunications system is currently regulated largely through the issuance of
licenses. There is currently no comprehensive legal framework with respect to
the provision of telecommunications services in Russia, although a number of
laws, decrees and regulations govern or affect the telecommunications sector. As
a result, ministry officials have a fairly high degree of discretion to regulate
the industry. Although telecommunication licenses may not be transferred under
Russian law, the Russian Ministry of Communications (the "MOC") has adopted the
position that licensees may enter into agreements with third parties in
connection with the provision of services under the licensee's license; however,
the MOC does not generally review agreements entered into by licensees. There
can be no assurances that the current or future regulation of the Russian
telecommunications systems will not have a material adverse effect on the
Company.

Current Russian legislation governing foreign investment activities does
not prohibit or restrict foreign investment in the telecommunications industry.
However, there have been press reports of renewed consideration among certain
factions of the Russian government of nationalization of certain strategic
industries and foreign ownership restrictions as a result of the August 17
Decision and its aftermath. There can be no assurance that nationalization or
future regulation of foreign investment in the telecommunications industry will
not have a material adverse effect on the Company.

In addition, a lack of consensus exists over the manner and scope of
government control over the telecommunications industry. Because the
telecommunications industry is widely viewed as strategically important to
Russia, there can be no assurance that government policies liberalizing control
over the telecommunications industry will continue. Any change in or reversal of
such governmental policies could have a material adverse effect on the Company.
See "Business -- Russia and the CIS -- Licenses and Regulatory Issues."

Legal Risks. As part of the effort to transform their economies into more
market-oriented economies, the Russian and other CIS governments have rapidly
introduced laws, regulations and legal structures intended to give participants
in the economy a greater degree of confidence in the legal validity and
enforceability of their obligations. Risks associated with the legal systems of
Russia and the other independent republics of the CIS include (i) the untested
nature of the independence of the judiciary and its immunity from economic,
political or nationalistic influence; (ii) the relative inexperience of judges
and courts in commercial dispute resolutions and generally in interpreting legal
norms; (iii) inconsistencies among laws, presidential decrees, government
resolutions and ministerial orders; (iv) frequently conflicting local, regional
and national laws, rules and regulations; (v) the lack of legislative, judicial
or administrative guidance on interpreting the applicable rules; and (vi) a high
degree of discretion on the part of government authorities and arbitrary
decision making which increases, among other things, the risk of property
expropriation. The result has been considerable legal confusion, particularly in
areas such as company law, commercial and contract law, securities and antitrust

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law, foreign trade and investment law and tax law. Accordingly, there can be no
assurance that the Company will be able to enforce its rights in any disputes
with its joint venture partners or other parties in Russia or the CIS or that
its ventures will be able to enforce their respective rights in any disputes
with partners, customers, suppliers, regulatory agencies or other parties in
Russia or that the Company can be certain that it will be found to be in
compliance with all applicable laws, rules and regulations.

Russia has adopted currency and capital transfer regulations designed to
prevent the flight of capital from its borders. These regulations require
certain licenses for the movement of capital, which includes the incurrence and
repayment of indebtedness and the payment of capital contributions in foreign
exchange to Russian entities. Although the Company believes it has complied with
loan licensing requirements with respect to certain intercompany loans and
capital contributions, there can be no assurance that Russian government
authorities will not take an unexpected adverse position with respect to such
loans which could materially adversely affect the Company's business.

Taxes. Generally, taxes payable by Russian companies are substantial. In
addition, taxes payable by Russian companies are numerous and include taxes on
profits, revenue, assets and payroll as well as value-added tax ("VAT").
Moreover, statutory tax returns of Russian companies are not consolidated and
therefore, each company must pay its own Russian taxes. Because there is no
consolidation provision, dividends are subject to Russian taxes at each level.
Currently, dividends are taxed at 15% and the payor is required to withhold the
tax when paying the dividend, except with respect to dividends to foreign
entities that qualify for an exemption under treaties on the avoidance of double
taxation. To date, the system of tax collection has been relatively ineffective,
resulting in the continual imposition of new taxes in an attempt to raise
government revenues. This history, plus the existence of large government budget
deficits, raises the risk of a sudden imposition of arbitrary or onerous taxes,
which could adversely affect the Company.

Because of uncertainties associated with the laws and regulations of the
Russian tax system and the increasingly aggressive interpretation, enforcement
and collection activities of the Russian tax authorities, the Company's Russian
taxes may be in excess of the estimated amount expensed to date and accrued on
the Company's balance sheets. It is the opinion of management that the ultimate
resolution of the Company's Russian tax liability, to the extent not previously
provided for, will not have a material adverse effect on the financial condition
of the Company. However, depending on the amount and timing of an unfavorable
resolution of this contingency, it is possible that the Company's future results
of operations or cash flows could be materially affected in a particular period.

In various foreign jurisdictions, the Company is obligated to pay VAT on
the purchase or importation of assets, and for certain other transactions. In
many instances, VAT can be offset against VAT which the Company collects and
otherwise would remit to the tax authorities, or may be refundable. Because the
law in some jurisdictions is unclear, the local tax authorities could assert
that the Company is obligated to pay additional amounts of VAT. In the opinion
of management, any additional VAT which the Company may be obligated to pay
would not be material.

ADEQUACY OF MANAGEMENT, LEGAL AND FINANCIAL CONTROLS IN EMERGING MARKETS

Many of the emerging market countries in which the Company operates,
particularly in Russia and the CIS where the Company has to date derived most of
its revenues, are deficient in management and financial reporting concepts and
practices, as well as in modern banking, computer and other control systems. The
Company historically has had difficulty in hiring and retaining a sufficient
number of qualified employees to work in these markets. As a result of these
factors, the Company has experienced difficulty in establishing management,
legal and financial controls, collecting financial data and preparing financial
statements, books of account and corporate records and instituting business
practices that meet Western standards.

The Company has a policy worldwide of complying with all applicable laws
and seeks to ensure that all persons in its employ comprehend and comply with
such laws. The application of the laws of any particular country, however, is
not always clear, particularly in emerging market countries where commercial
practices differ significantly from practices in the United States and other
Western countries and the legal and regulatory frameworks are less developed. In
addition, some practices, such as the payment of fees for the
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purpose of obtaining expedited customs clearance and other commercial benefits,
that may be common methods of doing business in these markets might be unlawful
under the laws of the United States. As a result of the difficulty the Company
historically has experienced in emerging markets in instituting business
practices that meet Western reporting and control standards, it historically has
been unable to ascertain whether certain practices by its ventures, which were
not in accordance with Company policy, were in compliance with applicable U.S.
and foreign laws. If it were to be determined that the Company or any of its
ventures were involved in unlawful practices and were the factual and legal
issues relating thereto to be resolved adversely, the Company or its ventures
could be exposed, among other things, to significant fines, risk of prosecution
and loss of its licenses. See "-- Risks Relating to Emerging Markets" and
"-- Government Regulation."

In light of these circumstances, in the second half of 1996 the Company
increased its efforts to improve its management and financial controls and
business practices. The Company recruited a more experienced financial and legal
team, including a new Chief Financial Officer of the Company, a senior finance
officer overseeing all of the regions in which the Company operates, a senior
finance officer for the CIS region, and a senior legal officer for the CIS
region. The Company also established a Treasury group and adopted a more
rigorous Foreign Corrupt Practices Act ("FCPA") compliance program. The Company
has developed and implemented a training program for employees regarding U.S.
legal and foreign local law compliance. The Company also appointed a Compliance
Officer responsible for monitoring compliance with such laws and training
Company personnel around the world. In connection with these developments, the
Company expanded its corporate business practices policy to include, in addition
to compliance with U.S. laws such as the FCPA, compliance with applicable local
laws such as the conflict of interest rules under the 1996 Russian Joint Stock
Company Law, currency regulations and applicable tax laws.

In early 1997, the Company retained special outside counsel to conduct a
thorough review of certain business practices of the Company in the emerging
markets in which the Company operates in order to determine whether deficiencies
existed that needed to be remedied. As a result of this review, the Company
replaced certain senior employees in Russia and instituted additional and more
stringent management and financial controls. As a result of the review, the
Company did not identify any violations of law that management believes would
have a material adverse effect on the Company's financial condition. There can
be no assurances, however, that if the Company or any of its ventures were found
by government authorities to have committed violations of law that, depending on
the penalties assessed and the timing of any unfavorable resolution, the
Company's future results of operations and cash flows would not be materially
adversely affected in a particular period.

Although the Company believes that this review was properly conducted and
was sufficient in scope, there can be no assurance that all potential
deficiencies have been identified or that the control procedures and compliance
programs initiated by the Company will be effective. If the Company or any of
its ventures are ever found to have committed violations of law, depending on
the penalties assessed and the timing of any unfavorable resolution, the
Company's future results of operations and cash flows could be materially
adversely affected in a particular period. Management believes, however, that
the actions taken since the review to strengthen the Company's management,
financial controls and legal compliance, coupled with the implementation of the
recent recommendations from the review and the oversight provided through the
Audit Committee of the Board of Directors of the Company to ensure compliance,
will be adequate to address the recurrence of any past possible deficiencies.

DEPENDENCE ON CERTAIN LOCAL PARTIES; ABSENCE OF CONTROL

Many GTS operations including Sovintel, TeleRoss and GTS Cellular have been
developed in cooperation or partnership with key local parties, such as regional
PTOs. The Company is substantially dependent on its local partners to provide
marketing expertise and knowledge of the local regulatory environment in order
to facilitate the acquisition of necessary licenses and permits. Any failure by
the Company to form or maintain alliances with local partners, or the preemption
or disruption of such alliances by the Company's competitors or otherwise, could
adversely affect the Company's ability to penetrate and compete successfully in
the emerging markets it operates in or enters. In addition, in the uncertain
legal environments in which GTS operates, certain GTS businesses may be
vulnerable to local government agencies
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or other parties who wish to renegotiate the terms and conditions of, or
terminate, their agreements or other understandings with GTS.

While the Company may have the right to nominate key employees, direct the
operations and determine the strategies of such joint ventures, under the terms
of their respective constituent documents, the Company's partners in some of the
ventures have the ability to frustrate the exercise of such rights. Significant
actions by most of GTS's ventures, such as approving budgets and business plans,
declaring and paying dividends, and entering into significant corporate
transactions effectively require the approval of GTS's local partners. Further,
the Company would be unlikely as a practical matter to want to take significant
initiatives without the approval of its joint venture partners. Accordingly, the
absence of unilateral control by the Company over the operations of its joint
ventures could have a material adverse effect on the operations of the Company
and the ability of the Company to pay the principal of, and the interest on, the
Bonds and could adversely affect the market price of the Bonds and the Common
Stock.

In addition, the Company and its venture partners frequently compete in the
same markets. For example, Rostelecom, GTS's partner in Sovintel, is the
dominant international and domestic long distance carrier in Russia. In
addition, many of the regional telephone companies partnered with GTS in the
TeleRoss Ventures offer cellular services in direct competition with certain of
the operations of GTS Cellular. Such competition with its partners may lead to
conflicts of interest for GTS and its partners in the operations of their
ventures. There can be no assurance that any such conflicts will be resolved in
favor of GTS. In addition, the combination under Svyazinvest of the Russian
government's majority interest in Rostelecom and 85 of the regional telephone
companies gives Svyazinvest a majority interest in entities that provide
international and domestic long distance and local telecommunications services
throughout Russia and may expose the Company to more coordinated competition
from its partners in the Russian telecommunications market. See "-- Risks
Relating to Reorganization of Russian Telecommunications Industry."

GOVERNMENT REGULATION

As a multinational telecommunications company, GTS through its ventures is
subject to varying degrees of regulation in each of the jurisdictions in which
its ventures provide services. Local laws and regulations, and the
interpretation of such laws and regulations, differ significantly among the
jurisdictions in which the Company and its ventures operate. There can be no
assurance that future regulatory, judicial and legislative changes will not have
a material adverse effect on the Company, that regulators or third parties will
not raise material issues with regard to the Company's or its ventures'
compliance or noncompliance with applicable regulations or that any changes in
applicable laws or regulations will not have a material adverse effect on the
Company or any of its ventures.

Many of GTS's ventures require telecommunications licenses, most of which
have been granted for periods of three to ten years. The terms and conditions of
these licenses may limit or otherwise affect the ventures' scope of operations.
The Company has had favorable experience obtaining, maintaining and renewing
licenses in the past. However, there can be no assurance that it will be able to
obtain, maintain or renew licenses to provide the services it currently provides
and plans to provide, that such licenses will be issued or renewed on terms or
with fees that are commercially viable, or that licenses required by future
ventures can be obtained by the Company or its partners. The loss of or a
substantial limitation upon the terms of these telecommunications licenses could
have a material adverse effect on the Company. See each section under "Business"
entitled "Licenses and Regulatory Issues."

A substantial portion of HER's strategy is based upon the timely
implementation of regulatory liberalization of the European Union ("EU")
telecommunications market on January 1, 1998 under existing European Community
("EC") directives. Although EU member states have a legal obligation to
liberalize their markets in accordance with their requirements, certain more
detailed aspects of the EU regulatory framework to apply in the liberalized
environment after January 1, 1998 still remain to be adopted. In addition,
Ireland, Portugal, Spain, Luxembourg and Greece have been granted extensions
from the January 1, 1998 deadline. Ireland has stated in announcements in the
second quarter of 1998 that its telecommunications market will be fully
liberalized by December 1, 1998. There can be no assurance that each EU member
state will proceed with the expected liberalization on schedule, or at all, or
that the trend toward liberalization will
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not be stopped or reversed in any of the countries. Accordingly, HER faces the
risk that it will establish the HER network and make capital expenditures in a
given country in anticipation of regulatory liberalization which does not
subsequently occur.

In order to give effect to EC directives in each member state, national
governments must pass legislation liberalizing their respective markets. This
applies not only to the liberalization requirements set out in existing EC
directives, but also to requirements set out in directives which have yet to be
adopted. The implementation of EC directives in the telecommunications sector
has been inconsistent or ambiguous in some EU member states. Such implementation
could limit, constrain or otherwise adversely affect HER's ability to provide
certain services. Furthermore, national governments may not necessarily pass
legislation implementing an EC directive in the form required, or at all, or may
pass such legislation only after a significant delay. Even if a national
legislature enacts appropriate regulation within the time frame established by
the EU, there may be significant resistance to the implementation of such
legislation from PTOs, regulators, trade unions and other sources. Further,
HER's provision of services in Europe may be materially adversely affected if
any EU member state imposes greater restrictions on non-EU international
services than on international services within the EU. These and other potential
obstacles to liberalization could have a material adverse effect on HER's
operations by preventing HER from establishing its network as currently
intended, as well as a material adverse effect on the Company.

COMPETITION

GTS faces significant competition in all of its existing telecommunications
businesses and for the types of acquisition and development opportunities it
seeks in both emerging and Western European markets. GTS's competition in these
markets includes national PTOs, multinational telecommunications carriers, other
telecommunications developers and certain niche telecommunications providers. In
addition, certain of the Company's joint venture partners, including Rostelecom
and the regional telephone companies in Russia, certain of HER's rail-based
shareholders and other entities in the emerging markets in which the Company
operates, are also competitors of the Company. As a result of the recent
combination under Svyazinvest of the government's majority interest in
Rostelecom and 85 of the regional telephone companies, the Company may in the
future be subject to more coordinated competition from its partners in the
Russian telecommunications market. Although the Company believes it has a
favorable and cooperative relationship with its joint venture partners, there
can be no assurance that these partners will continue to cooperate with the
Company in the future or that they will not increase competitive pressures on
the Company. Any measures taken by the partners that reduce the level of
cooperation with the Company could jeopardize the Company's ability to
participate in the management and operation of its joint ventures and could have
a material adverse effect on the Company.

WorldCom recently announced the commencement of operation of its
pan-European fiber network, the first phase of which connects London, Amsterdam,
Brussels, Frankfurt and Paris. Although the Company believes that the proposed
WorldCom pan-European network is primarily intended to carry WorldCom traffic,
WorldCom has stated that any excess capacity on such network will be used to
provide a competitive "carriers' carrier" service.

Viatel also recently announced its intention to build a pan-European fiber
optic network connecting select cities in Belgium, France, the Netherlands and
the United Kingdom and certain key business centers in Germany. Excess capacity
would be available for other carriers. Viatel has stated that it began
construction in spring 1998 and that it expects the network to become
operational during the first quarter of 1999.

In addition, Esprit plc also recently announced plans to construct an SDH
fiber optic ring that will connect the United Kingdom, France, the Netherlands
and Belgium. PTT Netherlands has announced similar plans to build a pan-European
network.

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Pacific and Atlantic Oceans, announced that it will build a fiber optic network
linking eighteen European cities by the fourth quarter of 1999.

HER also competes with respect to its "point-to-point" transborder service
offering against circuits currently provided by PTOs through International
Private Leased Circuits. In addition, the liberalization of the European
telecommunications market is likely to attract additional entrants to both the
"point-to-point" and other telecommunications markets. There can be no assurance
that HER will compete effectively against its current or future competitors.

Many of the Company's competitors have technical, financial, marketing and
other resources substantially greater than those of GTS. There can be no
assurance that the Company will be able to overcome successfully the competitive
pressures to which it is subject, both in the markets in which it currently
operates and in markets into which it might expand. See each section under
"Business" entitled "Competition." In addition, many of the Company's current
and potential competitors are not subject to, or constrained by the prohibitions
of, the FCPA, including the prohibition against making payments to government
officials in order to obtain commercial benefits. The Company is subject to and
seeks to comply with the limitations and prohibitions of such law, and
accordingly may be subject to competitive disadvantages to the extent that its
competitors are able to secure business, licenses or other preferential
treatment through the making of such payments. Accordingly, there can be no
assurances that the Company will be able to compete effectively against
companies free from such limitations in the emerging markets where such
commercial practices are commonplace. See "-- Adequacy of Management, Legal and
Financial Controls in Emerging Markets."

SIGNIFICANT INFLUENCE BY CERTAIN STOCKHOLDERS

Certain persons control substantial portions of the Company's voting stock.
At June 30, 1998, after giving effect to the Stock Offerings, the Soros
Associates and Alan B. Slifka and certain of his affiliates beneficially owned
approximately 12.8% and 7.6%, respectively, of the Common Stock (including
rights to acquire Common Stock). See "Principal Stockholders." In addition, two
persons affiliated with the Soros Associates currently serve on the Company's
Board of Directors (the "Board of Directors"). Consequently, these entities are
in a position to exercise significant influence over the outcome of matters
submitted for stockholder actions, including the election of members to the
Board of Directors, and are able to influence the management and affairs of the
Company. The Company has agreed to register pursuant to a shelf registration
statement all of the shares of the Company's Common Stock (and securities
convertible into or exercisable for shares of Common Stock) owned by Alan B.
Slifka and his affiliates and the Soros Associates that were not sold in the
Stock Offerings. See "-- Shares Eligible for Future Sale; Registration Rights;
Potential Adverse Impact on Market Price from Sales of Common Stock,"
"Management" and "Principal Stockholders."

CURRENCY AND EXCHANGE RISKS

All of GTS's operations are conducted outside the United States. A
substantial portion of the Company's anticipated revenues (as well as the
majority of its operating expenses) will be in foreign currency. As a result,
the Company will be subject to significant foreign exchange risks. In
particular, GTS's ventures in countries whose currencies are considered "soft
currencies" subject the Company to the risk that it will accumulate currencies
which may not be readily convertible into hard currency and which may be subject
to significant limitations on repatriation. The Company historically has not
entered into hedging transactions to limit its foreign currency risk exposure.
In April 1998, the Company's subsidiary, HER, executed a currency swap
transaction to limit its currency exposure associated with the $265 million
aggregate principal amount of 11.5% senior notes that HER issued in August 1997.
There can be no assurance that GTS's operations will not be adversely affected
by such factors. In addition, these factors may limit the ability of the Company
to reinvest earnings from ventures in one country to fund the capital
requirements of ventures in other countries.

In Russia, where the Company has derived most of its revenue to date, the
ruble has generally experienced a steady depreciation relative to the U.S.
Dollar over the past three years, although there has been some instability in
the ruble exchange rate over this period of time. The August 17 Decision and its
aftermath has resulted in more significant depreciation of the ruble to the U.S.
Dollar. As a result, the Company's

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29

financial performance has been negatively affected. The Company has estimated,
using a ruble/US Dollar exchange rate of between 15 to 25 rubles to one US
Dollar, that a pre-tax charge to earnings of approximately $15 million to $20
million, respectively, will be realized in its third quarter 1998 financial
results. The estimated charge to earnings is principally comprised of foreign
currency exchange losses for ruble-denominated net monetary assets, but also
reflects management's revised estimate on the collectibility of accounts
receivable and the potential loss of cash deposits in Russian banks.

In addition, the Company's tariffs are denominated in U.S. Dollars but
charges are invoiced and collected in rubles, while the Company's major capital
expenditures are generally denominated and payable in various foreign
currencies. To the extent such major capital expenditures involve importation of
equipment and the like, current laws permit the Company to convert its ruble
revenues into foreign currency to make such payments; however, there is
uncertainty whether, as a practical matter, it will be possible to convert
rubles to U.S. Dollars or other "hard" currencies as a result of the August 17
Decision and its aftermath. Furthermore, the ruble is generally not convertible
outside Russia although, in late April 1998, the Chicago Mercantile Exchange
announced that the ruble is a currency that will be available for futures and
options trading. A market exists within Russia for the conversion of rubles into
other currencies, but it is limited in size and is subject to rules limiting the
purposes for which conversion and payment may be effected. This market may
become even more restricted as a result of policies the new Russian government
may implement. The limited availability of other currencies may tend to inflate
their values relative to the ruble and there can be no assurance that such a
market will continue to exist indefinitely. Moreover, the banking system in
Russia is not yet as developed as its Western counterparts and considerable
delays may occur in the transfer of funds within, and the remittance of funds
out of, Russia. The 90-day moratorium imposed by the August 17 Decision on
certain foreign exchange payments may result in delays in such remittances. Any
delay in converting rubles into a foreign currency in order to make a payment or
delay in the transfer of such foreign currency could have a material adverse
effect on the Company. The August 17 Decision constituted an abandonment of the
Russian government's policy, in place since November 1997, of pegging the
ruble/U.S. Dollar exchange rate to fluctuate within a certain narrow range.
Since the August 17 Decision, the Russian authorities have been unable to
maintain a stable exchange rate and there can be no assurance that there will
not be an additional significant and sudden decline in the value of the ruble.
Such a devaluation of the ruble could have a material adverse effect on the
Company and its results of operations and the Russian economy generally. See
"-- Risks Relating to Russia and the CIS -- Economic".

EXCHANGE CONTROLS AND REPATRIATION RISKS RELATING TO RUSSIAN SECURITIES

Russia has adopted currency and capital transfer regulations designed to
prevent the flight of capital from its borders. These regulations require
certain licenses for the movement of capital, which includes the incurrence and
repayment of indebtedness and the payment of capital contributions in foreign
exchange to Russian entities. The Company is resolving licensing issues with
respect to certain intercompany loans and capital contributions with the
applicable government agencies and believes that any licensing irregularities
that may arise will not have a material adverse effect on its financial
condition or results of operations. There can be no assurance, however, that
Russian government authorities will not take an unexpected adverse position
which could materially affect the Company's business.

No assurance can be given that Russian foreign investment and currency
legislation will continue to permit repatriation of the proceeds from
investments. Furthermore, no assurance can be given that further restrictions
will not be imposed on the conversion of ruble earnings into foreign currency
for purposes of making dividend payments or on the repatriation of profits. If
any such further restrictions were imposed, they would have a material adverse
effect on the Company's interests in Russia.

DEPENDENCE ON KEY PERSONNEL

The Company believes that its growth and future success will depend in
large part upon the efforts of a small number of key executive officers, as well
as on its ability to attract and retain highly skilled and qualified personnel
to work in the emerging markets in which it operates. The Company has also
replaced or reassigned executive officers and senior personnel. The competition
for qualified personnel in the telecommunications
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30

industry is intense, particularly in emerging markets where the Company operates
and, accordingly, there can be no assurance that the Company will be able to
hire and retain qualified personnel. Although the Company believes it has
maintained a strong management team, despite the change of personnel in Russia
and the CIS, there can be no assurance as to what effect such personnel changes
will have on the Company's operations in Russia and the CIS.

DEPENDENCE ON EFFECTIVE INFORMATION SYSTEMS

To complete its billing, the Company must record and process massive
amounts of data quickly and accurately. While the Company believes its ventures'
management information systems are currently adequate, certain of such systems
will have to grow as the ventures' businesses expand. The Company believes that
the successful expansion of its information systems and administrative support
will be important to its continued growth, its ability to monitor and control
costs, to bill customers accurately and in a timely fashion and to achieve
operating efficiencies. There can be no assurance that the Company will not
encounter delays or cost-overruns or suffer adverse consequences in implementing
these systems. Any such delay or other malfunction of the Company's management
information systems could have a material adverse effect on the Company's
business, financial condition and results of operations.

TAXES; AVAILABILITY OF NET OPERATING LOSS CARRYFORWARDS

The tax rules and regimes prevailing in certain emerging market countries
in which the Company operates or plans to operate are, in many cases, new and
rapidly changing. Repatriation of profits may result in additional taxes. In
addition, other forms of taxation, including VAT, excise taxes and import
duties, change at an unpredictable pace and may have an adverse effect on the
Company's operations.

Availability of tax holidays and provisions of tax treaties with the United
States are subject to changes which may affect GTS's utilization of certain tax
benefits in the countries in which it operates as well as in the United States.
Certain ventures in the CIS and Hungary are operating under tax holidays granted
by local governments. Tax holidays are for periods ranging from five to several
years after achieving profitability under local tax regulations. In addition to
these holidays, certain of the Company's foreign ventures have foreign tax loss
carryforwards in excess of $60.0 million.

As of December 31, 1997, the Company had net operating loss carryforwards
for U.S. federal income tax purposes of approximately $110 million expiring in
fiscal years 2003 through 2012. Because of the "change in ownership" provisions
of the Tax Reform Act of 1986, the utilization of the Company's net operating
loss carryforwards will be subject to an annual limitation as a result of the
consummation of the IPO and the Offerings.

The Company's financial statements do not reflect any provision for
benefits that might be associated with the U.S. and non-U.S. loss carryforwards.
There can be no assurance that such loss carryforwards will be allowed, in part
or full, by local tax authorities against future income.

TECHNOLOGY

The telecommunications industry is subject to rapid and significant changes
in technology and such technological advances may reduce the relative
effectiveness of existing technology and equipment. The Company obtains
telecommunications equipment from a number of vendors, upon whom it is dependent
for the adaptation of such equipment to meet varying local telecommunications
standards. The cost of implementation of emerging and future technologies could
be significant. There can be no assurance that the Company will maintain
competitive services or that the Company will obtain appropriate new technology
on a timely basis or on satisfactory terms. Any failure by the Company to
maintain competitive services or obtain new technologies could have a material
adverse effect on the Company's business, financial condition and results of
operations.

Development and operation of the HER network are also subject to certain
technological risks. The network has been designed to utilize SDH technology.
While SDH represents an advanced, new transmission

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technology, HER's ability to upgrade technology from this platform may be
important in establishing and/or maintaining a cost advantage over competitive
carriers. There can be no assurance that the HER network will achieve the
technical specifications for which it was designed or that HER will be able to
upgrade the network as technological improvements in telecommunications
equipment are introduced. Failure to achieve current specifications for, or
future upgrades of, the network may materially and adversely affect the
viability of the HER network and could have a material adverse effect on the
prospects of GTS, and the operations of the Company the ability of the Company
to pay the principal of, and the interest on, the Bonds and could adversely
affect the market price of the Bonds and the Common Stock.

DIFFICULTY IN OBTAINING RELIABLE MARKET INFORMATION

The Company operates in markets in which it is difficult to obtain reliable
market information. The Company's business planning has been based on certain
assumptions concerning subscriber base, usage levels, pricing and operating
expenses based on the Company's experience and the Company's own investigation
of market conditions in the emerging market countries in which it operates. No
assurances can be given as to the accuracy of such assumptions, and such
assumptions may not be indicative of the actual performance of the Company's
operations.

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS; POTENTIAL ADVERSE IMPACT
ON MARKET PRICE FROM SALES OF COMMON STOCK

Sales of substantial amounts of Common Stock in the public market following
the Stock Offerings could adversely affect the market price of the Common Stock
and adversely affect the Company's ability to raise capital at a time and on
terms favorable to the Company.

As of June 30, 1998, after giving effect to the Stock Offerings, there
would have been 60,042,716 shares of Common Stock outstanding excluding (w)
10,133,346 shares for which outstanding warrants and vested options are
exercisable, (x) 5,970,100 shares into which the Convertible Bonds are
convertible and (y) the 8,481,417 shares into which the New Convertible Bonds
are convertible. Any shares of Common Stock that may be issued to stockholders
of NetSource Europe ASA in connection with the Company's Offer to acquire all
the NetSource Europe shares held by such stockholders are not included in this
discussion of the shares of Common Stock eligible for future sale. See "Recent
Developments."

Of the 60,042,716 outstanding shares, (i) the 12,765,000 shares registered
in the IPO and the 14,506,900 shares registered in the Stock Offerings will be
freely tradable without restriction under the Securities Act (except that any
shares held by "affiliates" of the Company may generally be resold only in
compliance with applicable provisions of Rule 144, as described below) and (ii)
approximately 11,680,000 additional shares may be resold under Rule 144 without
restriction under the Securities Act and approximately 15,600,000 additional
shares may be resold under Rule 144 subject to the volume and manner limitations
therein (in each case, subject to the lock-up agreements entered into in
connection with the IPO, which agreements prohibit the sale of such shares until
August 5, 1998). In addition, the 8,481,417 shares into which the New
Convertible Bonds are convertible will be freely tradable without restriction
under the Securities Act.

In addition, the Company has caused to become effective (i) this
registration statement and (ii) two registration statements on Form S-8 covering
the resale of shares of Common Stock issued to employees, officers and directors
of the Company pursuant to employee benefit plans. Furthermore, the Company has
agreed to register pursuant to a shelf registration statement all of the shares
of the Company's Common Stock (and securities convertible into or exercisable
for shares of Common Stock) owned by Alan B. Slifka and his affiliates and the
Soros Associates (the "Affiliate Shares") in consideration of such shareholders'
undertaking to be bound by certain restrictions on their ability to resell such
Affiliate Shares under such shelf registration statement for specified periods
after the consummation of the Offerings (the "Restrictions"). Under the
Restrictions, holders of Affiliate Shares will be prevented, subject to certain
exceptions, from selling any such shares during the first six-months after the
closing date of the Offerings and will be able to sell (i) 50% of such shares
after the six-month anniversary of the closing date of the Offerings, (ii) 75%
of such shares after the nine-month anniversary of the closing date of the
Offerings and (iii) 100% of such shares after the twelve-

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month anniversary of the closing date of the Stock Offerings. Certain limited
partners of partnerships affiliated with Alan B. Slifka and currently in
dissolution may, upon advance notice to the Company, withdraw some or all of
their shares of Common Stock from registration under the shelf registration
statement and from the Restrictions. The number of shares of Common Stock
subject to this withdrawal may not exceed the total of 726,953 shares of Common
Stock minus the number of shares sold by such members in the Stock Offerings.
Holders of approximately 18,980,000 shares of Common Stock and warrants to
purchase 4,444,444 shares of Common Stock, and an affiliate of the Company with
an option with respect to 438,311 shares of Common Stock, have certain demand
and piggy-back registration rights for shares that are not being sold in the
Stock Offerings.

No predictions can be made about the effect, if any, that future sales of
Common Stock or the availability of the Common Stock for sale would have on the
market price for the Common Stock. Sales of large numbers of shares of Common
Stock in the public market pursuant to Rule 144 or pursuant to an effective
registration statement under the Securities Act, or the perception that sales
could occur, may have an adverse effect on the market price for the Common
Stock. See "Shares Eligible for Future Sale" and "Description of Capital
Stock -- Prior Purchase Agreements -- Registration Rights."

ABSENCE OF DIVIDENDS

The Company has not paid any dividend on its Common Stock and does not
intend to pay dividends in the foreseeable future. In addition, the indenture
governing the 9 7/8% Notes, dated February 10, 1998, currently prohibits the
payment of dividends. This indenture contains dividend restrictions. In the
event that the Company and/or certain operating companies of the Company enter
into future financings, the terms of such financings may include dividend
restrictions. See "Dividend Policy." In addition, as a result of actions that
have been implemented by the August 17 Decision and additional actions that may
be taken by the Russian government, the ability of the Company's ventures in
that country to declare and pay dividends may be legally or practically
restricted. See "-- Risks Relating to Russia and the CIS."

ANTI-TAKEOVER PROVISIONS

The Company is subject to Section 203 of the Delaware General Corporation
Law that contains certain anti-takeover provisions which prohibit a "business
combination" between a corporation and an "interested stockholder" within three
years of the stockholder becoming an "interested stockholder" except in certain
limited circumstances. The business combination provisions of Section 203 of the
Delaware General Corporation Law may have the effect of deterring merger
proposals, tender offers or other attempts to effect changes in control of the
Company that are not negotiated and approved by the Board of Directors.
Accordingly, stockholders of the Company could be prevented from realizing a
premium on their shares in a transaction not approved by the Board of Directors.
In addition, the Company's Certificate of Incorporation and/or By-Laws have
several provisions that could also have the effect of delaying or preventing a
change of control of the Company. Specifically, the Company's Certificate of
Incorporation and/or By-Laws provide for a classified Board of Directors serving
staggered three-year terms, restrictions on whom may call a special meeting of
stockholders, a prohibition on stockholder action by written consent,
restrictions on the removal of directors and supermajority voting requirements
with respect to certain amendments to the Certificate of Incorporation. The
Company's Certificate of Incorporation also grants the Board of Directors the
authority to issue up to 10,000,000 shares of preferred stock in one or more
series and to determine the rights, voting powers, dividend rate, conversion
rights, redemption price, liquidation preference and other terms of such
preferred stock without any further vote or action by the stockholders. Further,
the Company has adopted a stockholders rights plan and in connection therewith,
200,000 shares of preferred stock have been authorized as Series A Preferred
Stock (as defined herein). The foregoing provisions, and any issuance of
preferred stock (including Series A Preferred Stock) with voting or conversion
rights, may adversely affect the voting power of the holders of Common Stock and
may have the effect of delaying or preventing a change of control of the Company
or adversely affect the market price of the Bonds and the Common Stock. See
"Description of Capital Stock -- Certain Charter and By-Law Provisions."

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ENFORCEABILITY OF JUDGMENTS

Substantially all of the assets of the Company (including all of the assets
of the Company's operating ventures) are located outside the United States. As a
result, it will be necessary for investors to comply with foreign laws in order
to enforce judgments obtained in a United States court (including those with
respect to federal securities law claims) against the assets of the operating
ventures, including foreclosure upon such assets, and there can be no assurance
that any U.S. judgments would be enforced under any such foreign laws.

VOLATILITY OF STOCK PRICE

The market price for the Common Stock could be subject to significant
fluctuations in response to various factors such as political and economic
development in emerging markets (including Russia and the CIS), announcements of
new contracts, technological innovations or new products by the Company or its
competitors, other announcements concerning the Company or its competitors,
changes in government regulations, fluctuations in the Company's quarterly and
annual operating results and general market conditions. In addition, the stock
markets have in recent years experienced significant price fluctuations. Those
fluctuations often have been unrelated to the operating performance of the
specific companies whose stock is traded. Market fluctuations, as well as
economic conditions, have adversely affected, and may continue to adversely
affect, the market price of the Common Stock.

RECENT DEVELOPMENTS

In October 1998, the Company entered into an agreement with the holders of
approximately 42 percent of the outstanding shares of NetSource Europe ASA, a
limited liability company organized under the laws of Norway ("NetSource
Europe") to acquire the NetSource Europe stock owned by such holders subject to
certain conditions, including the Company making an offer (the "Offer") by
October 16, 1998 to acquire all of the capital stock of NetSource Europe for
aggregate consideration consisting of (i) 4,037,500 shares of Company Common
Stock and (ii) cash consisting of (A) $15 million and (B) the value in cash on
the closing date of the Offer of 712,500 shares of Company Common Stock. In
addition, an additional $35 million (in cash or Company Common Stock, at the
Company's election) may be paid to the NetSource Europe shareholders and certain
NetSource Europe managers if NetSource Europe meets or exceeds certain quarterly
and annual revenue, operating margin and cashflow targets in calendar year 1999.
Under International Accounting Standards, the annual performance targets are
revenues of $199.0 million; gross margins of 28 percent; and earnings before
interest, taxes, depreciation and amortization (EBITDA) of $(0.56 million) in
1999. The boards of directors of both the Company and NetSource Europe have
approved the transaction. On October 16, 1998, the Company initiated the Offer,
which terminates on October 30, 1998. The NetSource Europe board of directors
has recommended to its shareholders that they accept the Offer. The Company's
consummation of the Offer is subject to acceptance of the Offer by holders of
not less than 67 percent of NetSource Europe's shares on a fully diluted basis,
completion of due diligence by the Company and NetSource Europe, receipt of
applicable regulatory approvals, and satisfaction of certain other conditions.
The Offer may be terminated by the Company or the above-referenced holders of
NetSource Europe stock if the Offer has not been consummated by November 30,
1998. The shares of Company Common Stock being offered to NetSource Europe's
shareholders will not be registered under the Securities Act. GTS has agreed,
however, to register as soon as reasonably practicable the shares of Company
Common Stock that will be issued as consideration to the NetSource Europe
shareholders. There can be no assurance that the Offer will be consummated.

Founded in 1993, NetSource Europe is a European telecommunications services
company engaged primarily in the business of reselling voice telecommunications
services. At June 30, 1998, NetSource Europe had approximately 27,900 business
customers in Europe and approximately 61,400 residential customers in Germany
and the Netherlands. NetSource Europe has 250 full time employees, including 40
direct sales personnel, and a network of 182 indirect sales agents. NetSource
Europe has offices in Belgium, Denmark, Germany, Ireland, the Netherlands,
Norway and Sweden, and switching facilities in Dublin and Heidelberg.

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34

USE OF PROCEEDS

The Selling Holders will receive all of the proceeds from the sale of the
Offered Securities and the Company will not receive any proceeds from the sale
thereof.

PRICE RANGE OF COMMON STOCK

The Common Stock has been traded on the Nasdaq National Market since
February 5, 1998, the date of the IPO, under the symbol "GTSG." The following
table sets forth, for the periods indicated, the high and low closing bid prices
per share of the Common Stock as reported on the Nasdaq National Market.

HIGH LOW
------ ------

Quarter ending March 31, 1998............................... $49.00 $25.94
Quarter ending June 30, 1998................................ $51.25 $35.38
Quarter ending September 30, 1998........................... $64.25 $24.50
Quarter ending December 31, 1998 (through October 21,
1998)..................................................... $32.63 $21.13

The closing bid price for the Common Stock as reported on the Nasdaq
National Market on October 21, 1998 was $31.38. As of September 30, 1998, there
were approximately 183 holders of record of the Company's Common Stock.

DIVIDEND POLICY

GTS has not paid any dividend on its Common Stock and does not intend to
pay dividends in the foreseeable future. In addition, the indenture governing
the Company's 9 7/8% Notes currently prohibits the payment of dividends. This
indenture contains restrictions on the making of restricted payments (in the
form of the declaration or payment of certain dividends or distributions, the
purchase, redemption or other acquisition of any capital stock of the Company,
the voluntary prepayment of pari passu or subordinated indebtedness and the
making of certain investments, loans and advances) unless no Default or Event of
Default (each, as defined in such indenture) exists, its leverage ratio does not
exceed 6.0 to 1.0 and such restricted payments do not exceed certain amounts.

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35

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of June 30, 1998 and as adjusted to give effect to the Offerings.

AS ADJUSTED
FOR THE
ACTUAL OFFERINGS
--------- -----------
(IN THOUSANDS,
EXCEPT SHARE DATA)

Cash and cash equivalents................................... $ 477,996 $1,049,963
========= ==========
Related party debt maturing within one year................. $ -- $ --
Debt maturing within one year............................... 9,028 9,028
Current portion of capital lease obligations................ 17,380 17,380
--------- ----------
Current debt...................................... 26,408 26,408
Long-term obligations (net of current portion)
Related party debt, less current portion.................. 3,530 3,530
9 7/8% Senior Notes due 2005.............................. 105,000 105,000
HER Senior Notes due 2007................................. 265,000 265,000
New Convertible Bonds..................................... -- 466,902
Convertible Bonds......................................... 115,872 115,872
Capital leases............................................ 158,700 158,700
Other long-term debt, less current portion................ 9,170 9,170
--------- ----------
Long term debt.................................... 657,272 1,124,174
--------- ----------
Total debt........................................ 683,680 1,150,582
--------- ----------
Minority interest........................................... 39,466 39,466
Common Stock subject to repurchase.......................... 16,411 16,411
Shareholders' equity(1):
Common stock, $0.10 par value (135,000,000 shares
authorized; 57,241,716 shares issued and outstanding,
actual; 60,042,716 shares issued and outstanding, as
adjusted).............................................. 5,724 6,004
Additional paid-in capital.................................. 567,573 687,193
Accumulated deficit......................................... (306,241) (306,241)
Other....................................................... (9,483) (9,483)
--------- ----------
Total shareholders' equity........................ 257,573 377,473
--------- ----------
Total capitalization........................................ $ 997,130 $1,583,932
========= ==========

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

(1) Excludes at June 30, 1998 (i) 4,444,443 shares of Common Stock reserved for
issuance upon exercise of outstanding warrants at an exercise price of $9.33
per share, (ii) 5,688,903 shares of Common Stock reserved for issuance upon
exercise of outstanding stock options at a weighted average exercise price
of $14.91 per share, (iii) 5,970,100 shares issuable upon conversion of the
Convertible Bonds, (iv) 224,190 shares of Common Stock reserved for issuance
pursuant to the TCM business partnership agreement as deferred consideration
to TCM's partners and (v) 8,481,417 shares of Common Stock issuable in
connection with the New Convertible Bonds. See "Certain Related Party
Transactions."

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36

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial data as of and for
the years ended December 31, 1993, 1994, 1995, 1996 and 1997 are derived from
the Company's audited Consolidated Financial Statements. The following unaudited
selected historical consolidated financial data as of June 30, 1998 and for the
three and six months ended June 30, 1997 and 1998 are derived from the Company's
unaudited Consolidated Financial Statements. The selected financial data
presented below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the audited
Consolidated Financial Statements and related notes thereto appearing elsewhere
in this Prospectus.

Under generally accepted accounting principles, many of the Company's
ventures are accounted for by the equity method of accounting. Under this
method, the operating results of the ventures are included in the Company's
Consolidated Statement of Operations as a single line item, "Equity in (losses)
earnings of ventures." The Company recognizes 100% of the losses in ventures
where the Company bears all of the financial risk (which includes all of the
Company's significant ventures except for Sovintel and, historically, HER).
Also, the assets, liabilities and equity of the ventures are included in the
Company's Consolidated Balance Sheets as a single line item "Investments in and
Advances to Ventures." See Note 3 to the Company's audited Consolidated
Financial Statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview." Financial information about
the Company's equity ventures is included below under "Supplemental
Information -- Selected Historical Financial Data -- Combined Equity
Investments."

THREE MONTHS SIX MONTHS
ENDED ENDED
YEARS ENDED DECEMBER 31, JUNE 30, JUNE 30,
---------------------------------------------------- ------------------- -------------------
1993 1994 1995 1996 1997(1) 1997 1998 1997 1998
------- -------- -------- -------- --------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS DATA:
Revenues, net................. $ 328 $ 2,468 $ 8,412 $ 24,117 $ 47,098 $ 8,908 $ 30,648 $ 17,295 $ 53,465
Gross margin.................. 328 23 16 5,176 4,379 2,369 6,453 4,332 10,247
Operating expenses............ 3,340 12,863 41,014 52,955 78,410 14,067 28,724 27,088 51,410
Equity in earnings (losses) of
ventures.................... 472 (135) (7,871) (10,150) (14,599) (6,747) 4,215 (10,167) 7,627
Other income (expense)........ 100 990 11,034 (8,729) (29,551) (3,094) (8,579) (5,960) (19,373)
Loss before extraordinary
loss........................ (2,440) (11,985) (40,400) (67,991) (116,986) (21,954) (26,180) (39,687) (50,653)
Extraordinary loss(2)......... -- -- -- -- -- -- -- -- (12,704)
Net loss...................... (2,440) (11,985) (40,400) (67,991) (116,986) (21,954) (26,180) (39,687) (63,357)
Loss per share before
extraordinary loss.......... (0.26) (0.69) (1.61) (2.22) (3.26) (0.63) (0.48) (1.14) (1.02)
Extraordinary loss per
share(2).................... -- -- -- -- -- -- -- -- (0.25)
Net loss per share............ (0.26) (0.69) (1.61) (2.22) (3.26) (0.63) (0.48) (1.14) (1.27)

AT JUNE 30,
1993 1994 1995 1996 1997(1) 1998
------- -------- -------- -------- --------- -----------
(IN THOUSANDS)

BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents........................ $ 3,641 $ 29,635 $ 9,044 $ 57,874 $ 318,766 $ 477,996
Property and equipment, net...................... 829 8,393 29,523 35,463 236,897 330,847
Investments in and advances to ventures.......... 794 13,841 56,153 104,459 76,730 76,885
Total assets..................................... 5,968 61,957 115,621 237,378 780,461 1,134,110
Total debt....................................... 725 2,152 27,454 85,547 639,359 683,680
Minority interest and stock subject to
repurchase..................................... -- 8 5,273 6,248 31,255 55,877
Shareholders' equity............................. 4,685 54,684 55,322 113,668 26,967 257,573

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

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37

SUPPLEMENTAL INFORMATION -- SELECTED HISTORICAL
FINANCIAL DATA -- COMBINED EQUITY INVESTMENTS

The following unaudited selected historical financial data -- equity
investments for the years ended December 31, 1995, 1996 and 1997 and for the
three and six months ended June 30, 1997 and 1998, are derived from the
Company's financial records. It is intended to supplement the aforementioned
selected historical consolidated financial data. The financial data set forth
below represents 100% of the results of operations for each of the entities.

OWNERSHIP COST OF OPERATING NET
INTEREST(1) REVENUES REVENUES EXPENSES INCOME/(LOSS)
----------- -------- -------- --------- -------------
(IN THOUSANDS, EXCEPT OWNERSHIP INTEREST)

YEAR ENDED DECEMBER 31, 1995
Sovintel............................................. 50% $44,292 $26,247 $ 7,047 $ 7,648
TCM.................................................. 50% 49 -- 57 (7)
TeleRoss............................................. 50% 176 59 242 (193)
Sovam................................................ 66.7% 4,434 2,914 3,273 (1,789)
GTS Cellular Companies............................... 50%(2) 4,574 2,834 2,960 (2,165)
Other................................................ 50%(2) 526 957 9,379 (9,874)
-------- -------- ------- -------
Total.......................................... 54,051 33,011 22,958 (6,380)
ADJUSTMENTS FOR INTER-AFFILIATE TRANSACTIONS(3)...... (2,270) (2,215) (6,967)
YEAR ENDED DECEMBER 31, 1996
Sovintel............................................. 50% $75,040 $43,910 $10,411 $14,762
TCM.................................................. 50% 16,507 3,330 1,854 8,874
TeleRoss............................................. 50% 2,413 832 2,293 (841)
Sovam................................................ 66.7% 11,671 8,236 5,714 (2,138)
GTS Cellular Companies............................... 50%(2) 25,778 11,883 13,614 (3,406)
Other................................................ 50%(2) 12,063 12,235 21,132 (22,471)
-------- -------- ------- -------
Total.......................................... 143,472 80,426 55,018 (5,220)
ADJUSTMENTS FOR INTER-AFFILIATE TRANSACTIONS(3)...... (15,385) (13,562) (8,083)
YEAR ENDED DECEMBER 31, 1997
Sovintel............................................. 50% $113,962 $72,629 $17,020 $18,464
TCM.................................................. 50% 29,308 7,169 3,286 12,512
TeleRoss............................................. 50% 6,794 2,138 3,612 71
Sovam................................................ 66.7% 17,808 10,684 5,653 780
GTS Cellular Companies............................... 50%(2) 44,275 21,355 17,678 (906)
Other................................................ 50%(2) 14,013 13,757 27,596 (26,591)
-------- -------- ------- -------
Total.......................................... 226,160 127,732 74,845 4,330
ADJUSTMENTS FOR INTER-AFFILIATE TRANSACTIONS(3)...... (24,927) (23,250) (8,357)
THREE MONTHS ENDED JUNE 30, 1997
Sovintel............................................. 50% $28,977 $18,073 $ 4,260 $ 5,035
TCM.................................................. 50% 6,609 1,173 754 3,224
TeleRoss............................................. 50% 1,302 266 1,122 (192)
Sovam................................................ 66.7%(4) 4,329 2,724 1,715 (263)
GTS Cellular Companies............................... 50%(2) 9,292 4,560 4,815 (1,872)
Other................................................ 50%(2) 3,205 4,753 6,144 (8,719)
-------- -------- ------- -------
Total.......................................... 53,714 31,549 18,810 (2,787)
ADJUSTMENTS FOR INTER-AFFILIATE TRANSACTIONS(3)...... (3,924) (4,898) (5,707)
THREE MONTHS ENDED JUNE 30, 1998(4)
Sovintel............................................. 50% $34,703 $22,646 $ 5,169 $ 5,294
TCM.................................................. 50% 12,130 3,111 1,005 4,996
TeleRoss............................................. 50% 2,648 775 1,254 295
GTS Cellular Companies............................... 50%(2) 16,391 7,519 5,928 1,140
Other................................................ 50%(2) 7,512 6,620 1,916 (530)
---- -------- -------- ------- -------
Total.......................................... 73,384 40,671 15,272 11,195
ADJUSTMENTS FOR INTER-AFFILIATE TRANSACTIONS(3)...... (8,753) (7,897) 5,529
SIX MONTHS ENDED JUNE 30, 1997
Sovintel............................................. 50% 54,139 32,836 8,115 9,730
TCM.................................................. 50% 12,935 2,708 1,354 6,134
TeleRoss............................................. 50% 2,831 550 1,796 323
Sovam................................................ 66.7%(4) 8,032 5,112 3,074 (381)
GTS Cellular Companies............................... 50%(2) 17,337 8,225 8,405 (2,749)
Other................................................ 50%(2) 6,466 8,939 10,211 (13,878)
---- -------- -------- ------- -------
Total.......................................... 101,740 58,370 32,955 (821)
ADJUSTMENTS FOR INTER-AFFILIATE TRANSACTIONS(3)........ (9,857) (9,658) (8,582)

34
38

OWNERSHIP COST OF OPERATING NET
INTEREST(1) REVENUES REVENUES EXPENSES INCOME/(LOSS)
----------- -------- -------- --------- -------------
(IN THOUSANDS, EXCEPT OWNERSHIP INTEREST)

SIX MONTHS ENDED JUNE 30, 1998(4)
Sovintel............................................. 50% 67,107 44,603 9,815 9,639
TCM.................................................. 50% 21,586 5,689 1,857 8,843
TeleRoss............................................. 50% 5,040 1,492 2,232 620
GTS Cellular Companies............................... 50%(2) 31,296 14,294 11,120 2,555
Other................................................ 50%(2) 12,038 10,980 3,040 (1,477)
---- -------- -------- ------- -------
Total.......................................... 137,067 77,058 28,064 20,180
ADJUSTMENTS FOR INTER-AFFILIATE TRANSACTIONS(3)...... (17,643) (16,002) 9,687

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

(1) The ownership interest column indicates the Company's legal ownership
percentage for the respective equity investments. The information is being
provided to assist an investor or analyst in determining the Company's legal
rights associated with the presented financial data. See Note 3 in the
Company's audited Consolidated Financial Statements for additional
disclosures related to the Company's equity investments.

(2) The Company generally maintains a 50% ownership interest in these equity
investments. See Note 3 in the Company's audited Consolidated Financial
Statements for additional disclosures related to the Company's equity
investments.

(3) The adjustment amounts represent the effect of inter-affiliate transactions
between the Company's consolidated and equity method ventures. More detailed
information about inter-affiliate transactions is included under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Accounting Methodology."

(4) As a result of the Company's purchase of the minority partner's 33.3%
interest in Sovam during the first quarter of 1998, the Company accounts for
its ownership interest in Sovam under the consolidation method of
accounting. Prior to this date, the Company accounted for Sovam under the
equity method of accounting.

35
39

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of
operations of the Company as of June 30, 1998 and December 31, 1997 and 1996 and
for the three and six months ended June 30, 1998 and 1997 and for the years
ended December 31, 1997, 1996 and 1995. The following discussion should be read
in conjunction with the Company's Consolidated Financial Statements and the
notes related thereto.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" including, without limitation,
those concerning (i) projected traffic volume, (ii) future revenues and costs,
(iii) changes in the Company's competitive environment and (iv) the performance
of future equity-method investments, contain forward-looking statements
concerning the Company's operations, economic performance and financial
condition. Because such statements involve risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements.

OVERVIEW

Business. GTS is a provider of a broad range of telecommunications services
to businesses, other telecommunications service providers and consumers in
Russia and the CIS, Central Europe and Asia. In Western Europe, through HER, GTS
is operating the initial segments of a pan-European high capacity fiber optic
network which is designed to interconnect a majority of the largest Western and
Central European cities and to transport international voice, data and
multimedia/image traffic for other carriers throughout Western and Central
Europe. GTS's strategy to develop its businesses generally has been to establish
joint ventures with a strong local partner or partners while maintaining a
significant degree of operational control. The Company's business activities
consist of the ownership and operation of (i) international long distance
businesses, which operate through international gateways that provide
international switching services and transmission capacity, (ii) local access
networks, which provide local telephone service, (iii) cellular networks, which
provide wireless telecommunications services, (iv) a domestic long distance
business, (v) data networks and (vi) carriers' carrier networks, which provide
high volume transmission capacity to other carriers.

The Company began to acquire interests in numerous telecommunications
ventures beginning in 1994 and continued to acquire such interests throughout
1995 and 1996. Ventures with significant financial results in 1994 included
Sovintel (an international long-distance and domestic and local access
telecommunications service provider) and GTS-Hungary (a VSAT network
telecommunications service provider); ventures that incurred start-up costs
associated with building out their business infrastructure in 1994 included
Sovam (a data and internet telecommunications service provider) and EuroHivo (a
paging telecommunications service provider). In 1995, TeleRoss (a domestic long
distance telecommunications service provider) and GTS Cellular (a basic cellular
telecommunications service provider) began operations and expanded into numerous
regions within the CIS by the end of 1996. Telecommunications of Moscow ("TCM")
(a local access telecommunications service provider) began operations in 1996.
HER (a carriers' carrier telecommunications service provider) began its network
build-out in 1995, began limited operations at the end of 1996 and expects to
continue to develop its network during 1998 and beyond. The fact that these
ventures are in various stages of development affects the discussion of
comparative results below. See "Business."

GTS has invested significantly in its ventures through capital
contributions and loans. In addition, the Company has made a significant
commitment to its businesses and ventures through the provision of management
assistance and training. GTS has also incurred significant expenses in
identifying, negotiating and pursuing new telecommunications opportunities. GTS
and certain of its ventures are experiencing continuing losses and negative
operating cash flow primarily because the businesses are in the developmental
and start-up phases of operations. Management recognizes that the Company must
generate additional capital resources in order to continue its operations and
meet its new development initiatives. The ultimate recoverability of the
Company's investments in and advances to ventures is dependent on many factors

36
40

including, but not limited to, the ability of the Company to obtain sufficient
financing to continue to meet its capital and operational commitments, the
economies of the countries in which it does business and the ability of the
Company to maintain the necessary telecommunications licenses.

The Company's businesses are developing rapidly. Some of the businesses
operate in countries with emerging economies which have uncertain economic,
political and regulatory environments. The general risks of operating businesses
in the CIS and other developing countries include the possibility for rapid
change in government policies including telecommunications regulations, economic
conditions, the tax regime and foreign currency regulations. See "Risk Factors."

ACCOUNTING METHODOLOGY

Accounting for Business Ventures. Wholly owned subsidiaries and
majority-owned ventures where the Company has unilateral operating and financial
control are consolidated. Those ventures where the Company exercises significant
influence, but does not exercise unilateral operating and financial control, are
accounted for by the equity method. The Company has certain majority-owned
ventures that are accounted for by the equity method as a result of minority
shareholder rights, super-majority voting conditions or other governmentally
imposed uncertainties so severe that they prevent the Company from obtaining
unilateral control of the venture.

Profit and Loss Accounting. The Company recognizes profits and losses in
accordance with its underlying ownership percentage or allocation percentage as
specified in the agreements with its partners; however, the Company recognizes
100% of the losses in ventures where the Company bears all of the financial risk
(which includes all of the Company's significant ventures except for Sovintel
and, historically, HER). Accordingly, the portion of the losses that would
normally be assigned to the minority interest partner ("Excess Losses") is
recognized by the Company. When such ventures become profitable, the Company
recognizes 100% of the profits until such time as the Excess Losses previously
recognized by the Company have been recovered. As of June 30, 1998, $5.3 million
and $9.0 million represent the net unrecovered Excess Losses for the Company's
consolidated and equity method investments, respectively, that is expected to
favorably benefit future period results from operations upon the Company's
existing business ventures becoming profitable. This accounting policy was
adopted prior to 1995; however, 1995 was the first year that the excess loss
amount was deemed material for recognition within the Company's accounting
records. For the period from January 1, 1997, through August 31, 1997, the
Company recognized 100% of HER's losses due to GTS being the financing partner
during this period. As a result of HER's issuance in August 1997, of $265
million aggregate principal amount of 11.5% senior notes due 2007 (of which
$56.6 million was placed in escrow for the first two years' interest payments)
the Company no longer considers itself as the financing partner.

Inter-Affiliate Transactions. Several of the Company's ventures have
entered into business arrangements through which they provide integrated
solutions for their customers by leveraging each others' telecommunications
infrastructure. These arrangements have historically been focused primarily
within a region; however, as GTS has increased its geographic coverage and
telecommunication capabilities, these arrangements have expanded between
regions. In accordance with generally accepted accounting principles, all
significant intercompany accounts and transactions are eliminated upon
consolidation.

Turnover Taxes. The Company's ventures within the CIS region incur a 4%
turnover tax that is based on the revenues earned. The Company includes these
taxes as a component of its operating expenses, since these taxes are incidental
to the revenue cycle.

37
41

The following table summarizes the accounting methodology for the business
ventures through which the Company conducts its business.

COUNTRY/REGION EFFECTIVE GTS ACCOUNTING
COMPANY NAME OF OPERATIONS OWNERSHIP METHODOLOGY
- ------------ -------------- ------------- -------------------

CIS
Sovintel............................... Russia 50% Equity
TCM.................................... Russia 50%(1) Equity
TeleRoss Operating Company............. Russia 100%(2) Consolidated
TeleRoss Ventures...................... Russia 50%(3) Equity
Sovam.................................. Russia 100%(4) Consolidated(4)
GTS Cellular........................... CIS 50%-100%(5) Equity/Consolidated
Western Europe
HER.................................... Western Europe 89%(6) Consolidated(6)
GTS-Monaco Access...................... Monaco 50% Equity
Central Europe
GTS-Hungary............................ Hungary 99% Consolidated
EuroHivo............................... Hungary 70%(7) Equity
CzechNet............................... Czech Republic 100% Consolidated
CzechCom............................... Czech Republic 100% Consolidated
Asia
V-Tech................................. China 75% Equity
Beijing Tianmu......................... China 47% Equity
CDI.................................... India 100% Consolidated

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

(1) Subsequent to June 30, 1998, the Company purchased the remaining minority
ownership interest in GTS-Vox Limited. As a result, effective July 1998, the
Company will have a 95% indirect interest in TCM, and TCM will be accounted
for by the consolidation as opposed to the equity method of accounting.

(2) The TeleRoss Operating Company is comprised of a wholly owned subsidiary
that operates a domestic long distance network and holds the applicable
operating license for TeleRoss and performs the customer invoicing and
collection functions for telecommunications services. TeleRoss Operating
Company is accounted for under the consolidation method of accounting
because GTS has unilateral control over the operations and management
decisions. TeleRoss Operating Company's operations are further discussed in
"-- Results of Operations -- Consolidated Ventures" and "Business -- Russia
and the CIS -- TeleRoss." A significant portion of TeleRoss Operating
Company's costs of revenue consists of settlement fees paid to the TeleRoss
Ventures, with such fees being recorded as revenue by the TeleRoss Ventures.
To date, all of the TeleRoss Ventures' revenue was derived from such fees.
Any decline in the business or operations of the TeleRoss Ventures would
have a material adverse effect on the results of TeleRoss Operating Company.

(3) TeleRoss Ventures is comprised of 14 joint ventures that are 50%
beneficially owned by GTS, which originate traffic and provide local
termination of calls through agency arrangements with TeleRoss Operating
Company. GTS does not exercise unilateral control over the TeleRoss
Ventures, and therefore, they are appropriately accounted for under the
equity method of accounting. TeleRoss Ventures' operations are further
discussed in "-- Results of Operations -- Non-Consolidated Ventures."

(4) GTS purchased the remaining 33% interest in Sovam in February 1998 and as a
result, effective February 1998, Sovam is accounted for by the consolidation
as opposed to the equity method of accounting.

(5) GTS conducts its cellular operations through (i) Vostok Mobile, a wholly
owned GTS venture that owns between 50% and 100% of a series of 13 cellular
joint ventures in various regions in Russia, (ii) PrimTelefone, a 50% owned
venture in Vladivostok, Russia and (iii) Bancomsvyaz, an approximately

38
42

57% beneficially owned venture in Kiev, Ukraine. The Company completed a
restructuring of the capital and ownership of Bancomsvyaz on June 30, 1998,
which results in GTS beneficially owning approxi-mately 57% of Bancomsvyaz.
As a result, effective June 30, 1998, Bancomsvyaz is accounted for by the
consolidation as opposed to equity method of accounting.

(6) As of July 16, 1997, HER is accounted for by the consolidation as opposed to
the equity method of accounting. In addition, in March 1998, GTS acquired an
additional 10% interest in HER.

(7) The Company has reached a definitive agreement to sell its ownership
interest in EuroHivo. The closing of this transaction is anticipated to
occur by the end of August 1998, but is conditioned upon the Ministry's
approval of the share transfer. The Company does not anticipate that the
closing of this transaction will have a material effect on the Company's
results from operations and financial condition.

RESULTS OF OPERATIONS -- CONSOLIDATED VENTURES

Management's discussion included within "-- Results of
Operations -- Consolidated Ventures" reflects the following significant
operating ventures: TeleRoss Operating Company, Sovam, GTS-Hungary, the Czech
Companies and HER. Although the Company was not able to follow consolidation
method of accounting for Sovam and HER in the three and six months ended June
30, 1997, the Company has included, for comparative purposes, a discussion of
their financial performance for the three and six months ended June 30, 1997 in
our discussion of "Results of Operations -- Consolidated Ventures". See "Results
of Operations -- Non-Consolidated Ventures (Equity Investees)" for a discussion
of the operating results of Sovintel, TCM, TeleRoss Ventures, GTS Cellular and
GTS-Monaco Access.

Revenue. The Company's consolidated revenue was $30.6 million and $53.5
million for the second quarter and year to date ended June 30, 1998,
respectively, which was $21.8 million and $36.2 million above the same periods
in 1997. The growth in revenue was primarily attributable to the inclusion of
Sovam and HER in the Company's consolidated financial results, who contributed
$12.4 million and $15.9 million in revenue, respectively, for the six months
ended June 30, 1998. The remaining revenue growth was attributable to the
TeleRoss Operating Company, as its revenue increased $5.5 million year over
year.

The CIS region's consolidated revenue increased 165.5% and 165.4% to $14.6
million and $28.4 million for the three and six months ended June 30, 1998,
respectively, from the comparable periods in 1997. TeleRoss Operating Company
generated revenue of $8.3 million and $15.4 million, representing 56.8% and
54.2% of the region's consolidated revenue for the three and six months ended
June 30, 1998, respectively. The growth in TeleRoss Operating Company revenue of
50.9% and 55.6% for the second quarter and year to date, respectively, from the
same periods last year was the result of the increase in traffic volume
generated by the TeleRoss Ventures due to the increase in the number of cities
and number of VSAT's installed at customer locations outside of cities in which
they have a presence. Sovam generated revenue of $6.5 million and $12.4 million
for the three and six months ended June 30, 1998, respectively. The 51.2% and
55.0% increase from prior year periods in Sovam revenue is primarily
attributable to the expansion of Sovam's network throughout Russia and the CIS
and the wider variety of service offerings. (Sovam was an equity method company
in 1997.)

HER generated $11.2 million and $15.9 million of revenue in the three and
six months ended June 30, 1998, respectively, compared to $0.4 million and $0.6
million, respectively, in the same periods in 1997 (HER was an equity method
company prior to July 1997). The growth in revenue is attributable to the
continued deployment of the HER network. HER commenced commercial service over
the Brussels-Amsterdam route in late 1996, the London-Paris portion in November
1997 and Frankfurt, Zurich, Geneva, Stuttgart, Dusseldorf and Munich were added
in the second quarter of 1998.

The Central Europe region's consolidated revenue increased 30.3% and 34.4%
to $4.3 million and $8.2 million for the three and six months ended June 30,
1998, respectively, from the comparable periods in 1997. This growth is
attributable to the expansion of the customer base and product offerings of
these businesses.

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43

Gross Margin. GTS's consolidated gross margin was $6.5 million and $10.2
million, or 21.2% and 19.1% of revenue, for the three and six months ended June
30, 1998, respectively, and $2.3 million and $4.3 million, or 25.8% and 24.9% of
revenue, for the three and six months ended June 30, 1997, respectively.

Sovam represented 49.2% and 58.8% of the consolidated gross margin for the
three and six months ended June 30, 1998, respectively. (Sovam was an equity
method company in 1997). Sovam had gross margin as a percentage of revenues of
49.2% and 48.4% for the three and six months ended June 30, 1998, respectively.
The increase of 12.0% and 12.1% in gross margin as a percentage of revenue in
comparison to the same periods in 1997 reflects the higher margin service
offerings that Sovam is currently providing and also management's focus to
improve its cost structure; i.e., the negotiation of improved channel costs from
suppliers and controlled growth in both personnel and capital expenditures. The
TeleRoss Operating Company represented 12.3% and 17.5% of the consolidated gross
margin for the three and six months ended June 30, 1998, respectively, and 0.0%
and 34.9% for the three and six months ended June 30, 1997, respectively.
TeleRoss had gross margin as a percentage of revenue of 9.6% and 11.7% for the
three and six months ended June 30, 1998, respectively. The decrease of 3.5% in
margin as a percentage of revenue for the six months ended June 30, 1998 in
comparison to the comparable period in 1997 reflects the high fixed cost
component of its network hub in Moscow. The Central European region had gross
margin as a percentage of revenue of 34.9% and 34.1% for the three and six
months ended June 30, 1998, respectively. The decrease of 1.5% and 6.8% in gross
margin as a percentage of revenue in comparison to the comparable periods in
1997 primarily reflects the startup activities of the GTS Net product offering
in Hungary. HER had a favorable effect on consolidated gross margins of $0.4
million for the three months ended June 30, 1998, and an unfavorable effect on
consolidated gross margins of $(1.0) million for the six months ended June 30,
1998. For comparative purposes, HER had an unfavorable gross margin of $(1.1)
million and $(2.7) million for the three and six months ended June 30, 1997 (HER
was an equity method company prior to July 1997.)

Operating Expenses. Consolidated operating costs were $28.7 million and
$51.4 million for the three and six months ended June 30, 1998, respectively, a
104.2% and 89.8% increase above the comparable periods in 1997. The increase in
operating costs is attributable to the inclusion of HER and Sovam in the
Company's consolidated financial results, the growth in expenditures associated
with building business infrastructure for primarily the TeleRoss Operating
Company and costs attributable to increasing the corporate staff.

Equity in (Losses)/Earnings of Ventures. GTS recognized earnings of $4.2
million and $7.6 million for its investments in non-consolidated ventures in the
three and six months ended June 30, 1998, respectively, as compared to
recognizing losses of $6.7 million and $10.2 million in the comparable periods,
respectively, in 1997. This improvement was primarily the result of HER no
longer being an equity method investee, the Company's exclusion of the
unfavorable financial results of several of its businesses as a result of its
write-off of certain investments in and advances to ventures in Asia and Central
Europe in the third quarter of 1997 and TCM's year over year net income
improvement. Included in the quarter ended June 30, 1998 was $0.1 million of
additional losses as a result of excess losses recognized. For the six months
ended June 30, 1998, excess losses recognized were minimal. Included in the
quarter and year to date results for June 30, 1997 were $5.1 million and $7.8
million of additional losses as a result of the application of the Company's
previously discussed profit and loss accounting. Sovintel and TCM generated
combined earnings of $5.3 million and $9.4 million for the three and six months
ended June 30, 1998, respectively, and $4.2 million and $8.1 million for the
three and six months ended June 30, 1997, respectively, which offset the losses
generated by other ventures that are in the early stages of operations. See
"Results of Operations -- Non-Consolidated Ventures (Equity Investees)" for a
discussion of the results of operations of the Company's significant equity
investees.

Interest, Net. GTS incurred interest expense of $14.1 million and $30.6
million for the three and six months ended June 30, 1998, respectively, which
was 304.2% and 327.1% above the comparable periods in 1997. The significant
increase in interest expense was due to the $409.8 million increase in debt
raised in 1997 and $105.0 million raised in 1998. See "-- Liquidity and Capital
Resources."

GTS earned interest income of $7.2 million and $14.3 million for the three
and six months ended June 30, 1998, respectively, a 729.8% and 559.2% increase
over the same periods in 1997, primarily as a result

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44

of investing the proceeds from the Company's 1997 and 1998 capital raise
efforts. See "-- Liquidity and Capital Resources."

Provision for Income Taxes. The Company's consolidated tax provision was
$0.8 million and $1.4 million for the three and six months ended June 30, 1998
and $0.5 million and $0.8 million for the three and six months ended June 30,
1997, respectively. The Company's financial statements do not reflect any
provision for benefits that might be associated with the U.S. and non-U.S. loss
carryforwards. There can be no assurance that such non-U.S. loss carryforwards
will be allowed, in part or in full, by local tax authorities against future
income.

Extraordinary Loss. The Company recognized a $12.7 million extraordinary
charge to earnings in the first quarter of 1998, as a result of the Company's
early extinguishment of certain related party debt obligations. The nature of
the charge is comprised of the write-off of $11.6 million of unamortized debt
discount and $1.1 million of unamortized debt issuance costs that were deferred
as financing costs and were being amortized over the original maturity of the
debt.

Year Ended December 31, 1997 compared to Year Ended December 31, 1996 and
compared to Year Ended December 31, 1995

Management's discussion included within "-- Results of
Operations -- Consolidated Ventures" reflects the following significant
operating ventures: TeleRoss Operating Company, GTS-Hungary, the Czech Companies
and HER (for 1997). See "Results of Operations -- Non-Consolidated Ventures
(Equity Investees)" for a discussion of the operating results of Sovintel, TCM,
Sovam, TeleRoss Ventures, GTS Cellular, HER (prior to 1997), GTS-Monaco Access,
EuroHivo and the Asia business ventures.

Revenue. The Company's consolidated revenue was $47.1 million, $24.1
million and $8.4 million for the years ended December 31, 1997, 1996, and 1995,
respectively. The growth in revenue was attributable to the commencement in 1995
of commercial operations by TeleRoss Operating Company, as well as the continued
expansion of services and customer base in Central Europe, and HER's initial
Amsterdam to Brussels route and further expansion to London and Paris during
1997.

The CIS region's consolidated revenue was $27.1 million, $12.7 million, and
$3.8 million for the years ended December 31, 1997, 1996 and 1995 respectively.
TeleRoss Operating Company generated revenue of $24.7 million, $9.2 million and
$3.8 million, representing 91.1%, 72.4% and 100% of the region's consolidated
revenue for the years ended December 31, 1997, 1996 and 1995, respectively.
Service revenue represented 81.8%, 64.1% and 21.1% of TeleRoss Operating
Company's revenue for the years ended December 31, 1997, 1996 and 1995,
respectively, with the balance of its revenue in such periods principally
represented by installation and equipment sales. The growth in revenue was a
result of increased traffic volume generated by the TeleRoss Ventures as they
expanded to 13 cities for the year ended December 31, 1997, added customers in
existing cities and installed several VSATs at customer locations outside of
cities in which they have a presence.

Within the Central Europe region, GTS-Hungary and the Czech Companies
accounted for 100% of the revenue earned, of which GTS-Hungary and the Czech
Companies provided $8.5 million and $5.1 million of the Company's consolidated
revenue in 1997, respectively, compared to $6.9 million and $2.3 million in
1996, respectively, and $4.2 million and $0.3 million in 1995, respectively. The
growth in revenue of GTS-Hungary from 1995 to 1997 was due to the expansion of
its customer base and the introduction of microwave technology services. The
Hungary state lottery accounted for 50.6%, 55.3% and 65.0% of GTS-Hungary's
revenue in 1997, 1996 and 1995, respectively. The growth in revenue of the Czech
Companies was generated through increases in voice traffic carried from
twenty-five buildings at December 31, 1997, as compared to sixteen buildings at
December 31, 1996.

All of Western Europe's consolidated revenue of $5.4 million for the year
ended December 31, 1997 was derived from HER.

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45

Gross Margin. GTS's consolidated gross margin was $4.4 million, or 9.3% of
revenue, for the year ended December 31, 1997, $5.2 million, or 21.6% of
revenue, for the year ended December 31, 1996 and $0.02 million, or 0.0% of
revenue, for the year ended December 31, 1995.

The CIS region had a gross margin of $4.0 million, $0.8 million and $(0.9)
million for the years ended December 31, 1997, 1996 and 1995, respectively.
TeleRoss Operating Company had a gross margin of $3.5 million, or 14.2% of
revenues, for the year ended December 31, 1997 and a negative gross margin of
$(1.0) million for each of the years ended December 31, 1996 and 1995, which was
the result of the high fixed cost component of its network hub in Moscow.
GTS-Hungary and the Czech Companies comprised 100% of the Central Europe
region's gross margin. GTS-Hungary had a gross margin of $3.5 million, $3.0
million, and $1.7 million, representing 41.2%, 43.4%, and 40.5% of GTS-Hungary's
revenue for the years ended December 31, 1997, 1996 and 1995, respectively. The
favorable gross margin trend reflected the increased utilization of
GTS-Hungary's 1,000 VSAT capacity hub located in Budapest. The Czech Companies
had a gross margin of $1.5 million, $0.3 million and $(0.1) million for the
years ended December 31, 1997, 1996 and 1995, respectively. HER incurred a
negative gross margin of $(4.6) million for the year ended December 31, 1997,
which was primarily due to the initial cost structure of the new routes and
minimal revenue generated.

Operating Expenses. Consolidated operating costs were $76.7 million, $52.9
million, and $41.0 million for the years ended December 31, 1997, 1996 and 1995,
respectively. The increase in operating costs reflected the growth in
expenditures associated with building business infrastructure for primarily the
TeleRoss Operating Company and GTS-Hungary, the inclusion of HER's operating
expenses in 1997 and increasing corporate staff.

Equity in (Losses)/Earnings of Ventures. GTS recognized losses from its
investments in non-consolidated ventures of $14.6 million, $10.2 million and
$7.9 million for the years ended December 31, 1997, 1996 and 1995, respectively.
Included in these losses were $3.6 million, $5.7 million and $5.2 million for
the years ended December 31, 1997, 1996 and 1995, respectively, that related to
GTS's ownership share of the losses. Also included in the losses for the year
ended December 31, 1997 was a write-off of approximately $5.4 million which
represented the net balance of certain investments in and advances to ventures
in Asia (primarily Beijing Tianmu and V-Tech) and Central Europe (EuroHivo) that
were stated in excess of their net realizable value. The Company followed the
authoritative guidance as prescribed by APB No. 18, "The Equity Method of
Accounting for Investments in Common Stock," for its determination of the $5.4
million charge. The Company's recoverability analysis was based on its projected
undiscounted cash flows of their equity investees, since this is the lowest
level of cash flow information available. The underlying reasons for the
write-down of the Company's investments were the result of the problems that are
more specifically addressed in "Results of Operations -- Non-Consolidated
Ventures (Equity Investees) -- Asia," "Business -- Central Europe" and
"Business -- Asia." Additionally, included within GTS's ownership share of the
losses incurred and the Excess Losses for the year ended December 31, 1997 is
approximately $14.4 million of losses (of the $14.4 million, approximately $13.5
million related to the write-off of advances to several Chinese-owned operating
telecommunications companies to which the Company provides technical and
financial assistance, and $0.9 million related to the write-off of inventories,
receivables, and other assets) which represented the Company's share of asset
write-offs recorded by certain of the ventures in Asia (Beijing Tianmu and
V-Tech). See "-- Results of Operations -- Non-Consolidated Ventures (Equity
Investees) -- Asia." The Company would have recognized earnings from its
investments in non-consolidated ventures of $5.2 million for the year ended
December 31, 1997, had the Company not recognized the write-downs of investments
and assets of approximately $5.4 million and $14.4 million, respectively. The
write-down of Central Europe's investment in EuroHivo was a result of the
Company's decision in the third quarter to recognize the contingent liabilities
associated with the expected liquidation and discontinuation of EuroHivo's
operations as of September 30, 1997. In addition, the Company's results were
negatively affected due to the recognition of Excess Losses of $5.6 million,
$4.5 million and $2.7 million for the years ended December 31, 1997, 1996 and
1995, respectively. See "-- Overview." The Company's losses from its ventures
were primarily the result of most of its ventures being in the early stages of
operations. Sovintel and TCM, however, generated combined earnings of $15.5
million, $11.8 million and $3.8 million for the years ended December 31, 1997,
1996 and 1995, respectively, which partially offset losses generated by other
ventures.

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46

Other Non-Operating Income. Favorably affecting the 1995 results was the
non-recurring $10.3 million gain that the Company recognized as a result of its
cash settlement of certain claims with a third party in 1995.

Interest, Net. GTS incurred interest expense of $39.1 million, $11.1
million and $0.7 million for the years ended December 31, 1997, 1996 and 1995,
respectively. Interest expense is comprised of interest incurred from debt
maturing within one year, long-term debt obligations, capital lease obligations,
amortization of debt discount on the long-term debt obligations and various
other debt obligations. The significant increase in interest expense was due to
the $409.8 million increase in debt raised in 1997. See "-- Liquidity and
Capital Resources."

GTS earned interest income of $11.4 million, $3.6 million and $2.2 million
for the years ended December 31, 1997, 1996 and 1995, respectively, primarily as
a result of investing the proceeds from private placements of common stock in
various highly liquid investments.

Provision for Income Taxes. The Company's consolidated tax provision was
$2.5 million, $1.4 million and $2.6 million for the years ended December 31,
1997, 1996 and 1995, respectively. The Company's financial statements do not
reflect any provision for benefits that might be associated with the U.S. and
non-U.S. loss carryforwards. There can be no assurance that such non-U.S. loss
carryforwards will be allowed, in part or in full, by local tax authorities
against future income.

RESULTS OF OPERATIONS -- NON-CONSOLIDATED VENTURES (EQUITY INVESTEES)

Three and Six Months Ended June 30, 1998 compared to Three and Six Months
Ended June 30, 1997

RUSSIA -- CIS

Sovintel. Sovintel's revenue was $34.7 million and $67.1 million for the
second quarter and year to date ended June 30, 1998, which increased $5.7
million and $13.0 million over revenues for the comparable periods in 1997. The
growth in revenue was primarily the result of telecommunications service
revenue, which increased 10.4% and 17.2% to $24.6 million and $48.4 million for
the three and six months ended June 30, 1998, respectively, from comparable
periods in 1997, due to the Moscow customer base growth and traffic from other
GTS ventures that generated increased volume of outgoing international and
domestic minutes carried by Sovintel. Sovintel realized a 69.3% and 80.4%
increase in outgoing international and domestic minutes for the three and six
months ended June 30, 1998, as compared with the same periods a year ago.
Revenue from incoming international minutes decreased by 45.8% and 29.9% to $2.1
million and $4.6 million for the three and six months ended June 30, 1998,
respectively, from the same periods in 1997.

Sovintel's non-traffic-related revenue increased 51.3% and 45.9% to $10.1
million and $18.7 million for three and six months ended June 30, 1998,
respectively, over the comparable periods in 1997, which was primarily
attributable to port sales and monthly port fees revenue.

Sovintel's gross margin as a percentage of revenues was 34.7% and 33.5%,
for the three and six months ended June 30, 1998, and was 37.6% and 39.4% for
comparable periods in 1997. The decrease in gross margin as a percentage of
revenue for the respective periods in 1998 and 1997, was attributable to a
general price decrease in international and domestic revenue due to competitive
pressures and a higher percentage of domestic minutes, which yield a lower
margin.

Operating expenses were $5.2 million and $9.8 million, or 15.0% and 14.6%
of total revenue, for the three and six months ended June 30, 1998. The increase
of 21.3% and 20.9% in operating expenses in comparison to the same periods in
1997 was related to increases in turnover taxes associated with revenues and
also increased personnel, advertising and sales force costs required to support
Sovintel's growth.

TCM. TCM's revenue for the three and six months ended June 30, 1998
increased 83.5% and 66.9% to $12.1 million and $21.6 million, respectively, from
the comparable periods in 1997. These increases were primarily due to increases
in local and international/long-distance traffic revenue. TCM had gross margin
as a percentage of revenues of 74.4% and 73.6% for the three and six months
ended June 30, 1998, respectively. Gross margin as a percentage of revenue
decreased 7.8% and 5.5% in comparison to the same periods in 1997 as a result of
higher infrastructure and settlement costs. TCM had operating expenses of $1.0
million and

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47

$1.9 million, or 8.3% and 8.8% of total revenue, for the three and six months
ended June 30, 1998, respectively, which represents decreases of 1.5% and 0.9%
in operating expenses as a percentage of revenue in comparison to the same
periods in 1997.

TeleRoss Ventures. Revenue for the TeleRoss Ventures increased 97.6% and
77.4% to $2.6 million and $5.0 million for the three and six months ended June
30, 1998, respectively, from the comparable periods in 1997. Revenues were
primarily resulted from settlement fees charged to TeleRoss Operating Company.
The growth in revenue reflects the growth of the customer base.

Gross margin as a percentage of revenue was 69.2% and 70.0% for the three
and six months ended June 30, 1998, respectively, compared to 84.6% and 82.1%
for the three and six months ended June 30, 1997, respectively, due to the
increase in settlement costs. Operating expenses were $1.2 million and $2.2
million, or 46.2% and 44.0% of revenue, for the three and six months ended June
30, 1998, respectively, compared to 92.3% and 64.3% of revenue, for the
comparable periods in 1997.

GTS Cellular. The Company operates three cellular networks through
differing ownership structures: Vostok Mobile, PrimTelefone and Bancomsvyaz.

Revenue for Vostok Mobile was $7.4 million and $14.7 million for the three
and six months ended June 30, 1998, respectively, which represented a 28.0% and
36.4% increase from the comparable periods in 1997. The growth in revenue was
primarily attributable to subscriber growth.

Vostok Mobile's gross margin was 48.3% and 49.4% of revenue, for the three
and six months ended June 30, 1998, respectively, compared to 50.7% and 53.3% of
revenue, for the comparable periods in 1997. Operating expenses were $3.6
million and $6.2 million, or 48.6% and 42.2% of revenue, for the three and six
months ended June 30, 1998, respectively, compared to $3.0 million and $5.0
million, or 51.3% and 46.7% of revenue, for the comparable periods in 1997.

Revenue for PrimTelefone was $3.6 million and $7.3 million for the three
and six months ended June 30, 1998, respectively, which represented a 44.0% and
46.0% increase from the comparable periods in 1997. The growth in revenue was
primarily attributable to the subscriber growth.

PrimTelefone's gross margin was 58.3% and 57.5% of total revenue, and
operating expenses were $1.2 million and $2.3 million for the three and six
months ended June 30, 1998, respectively, compared to gross margin of 64.0% and
66.0% of total revenue, and operating expenses of $0.9 million and $1.5 million,
respectively, for the comparable periods in 1997.

Revenue for Bancomsvyaz was $5.7 million and $9.9 million for the three and
six months ended June 30, 1998, respectively, which represented a 376.5% and
443.9% increase from the comparable periods in 1997. The growth in revenue was
primarily attributable to the increase in cellular subscribers.

Bancomsvyaz's gross margin was 53.6% and 55.7% of total revenue, and
operating expenses were $2.3 million and $4.1 million for the three and six
months ended June 30, 1998, respectively, compared to gross margin of 28.3% and
18.5% of total revenue, and operating expenses of $2.1 million and $2.2 million,
respectively, for the comparable periods in 1997.

WESTERN EUROPE

GTS-Monaco Access: Total revenue was $7.4 million and $11.9 million for the
three and six months ended June 30, 1998, respectively, which represented a
179.6% and 164.7% increase from the comparable periods in 1997. Gross margin was
$0.8 million and $1.0 million, or 10.8% and 8.4% of revenue, for the three and
six months ended June 30, 1998, respectively, compared to $0.1 million and $0.1
million, or 4.4% and 3.1% of revenue, for the comparable periods in 1997.

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48

Year Ended December 31, 1997 compared to Year Ended December 31, 1996 and
compared to Year Ended December 31, 1995

RUSSIA -- CIS

Sovintel. Sovintel's revenue for the years ended December 31, 1997, 1996
and 1995 was $114.0 million, $75.0 million and $44.3 million, respectively. The
increase in revenue was primarily the result of telecommunications service
revenue, which increased to $85.4 million for the year ended December 31, 1997
from $50.8 million and $26.8 million for the years ended December 31, 1996 and
1995, respectively, due to the Moscow customer base growth and traffic from
other GTS ventures that generated increased volume of outgoing international and
domestic minutes carried by Sovintel. Revenue from incoming international
minutes also increased to $13.1 million for the year ended December 31, 1997,
from $6.8 million and $2.2 million for the years ended December 31, 1996 and
1995, respectively. Included in Sovintel's traffic revenue for 1997 and 1996 was
$12.4 million and $5.0 million, respectively, that was related to customers
using phone numbers provided by TCM. This revenue was derived primarily from
international/long distance traffic and local traffic. Sovintel and TCM have an
arrangement whereby Sovintel reimburses TCM 50% of installation charges, monthly
fees and local traffic revenues and approximately 33% of international/long
distance billings from TCM-supplied phone numbers.

Sovintel's non-traffic-related revenue of $28.6 million, $24.2 million and
$17.5 million for the years ended December 31, 1997, 1996 and 1995,
respectively, was primarily attributable to port sales and monthly port fees
revenues.

Sovintel's gross margin was $41.3 million, $31.1 million and $18.0 million,
or 36.2%, 41.5% and 40.6% of revenue, for the years ended December 31, 1997,
1996 and 1995, respectively. The decrease in gross margin percentage was
attributable to a general price decrease in international and domestic revenues
due to competitive pressures and a higher percentage of domestic minutes, which
yield a lower margin.

Operating expenses were $17.0 million, $10.3 million and $7.1 million, or
14.9%, 13.7% and 16.0% of total revenue, for the years ended December 31, 1997,
1996 and 1995, respectively. The increase in operating expenses was related to
increases in turnover taxes associated with revenues and also increased
personnel, advertising and sales force costs required to support Sovintel's
growth.

Income tax expense was $5.7 million, $5.2 million and $2.6 million for the
years ended December 31, 1997, 1996 and 1995, respectively. The increase in
income tax expense was attributable to Sovintel's profitable operations.

TCM. TCM's revenue was $29.3 million and $16.5 million for the years ended
December 31, 1997 and 1996, respectively. TCM had minimal activities in 1995.
TCM had a gross margin of $22.1 million and $13.2 million, or 75.4% and 80.0% of
total revenue. The decrease in gross margin as a percentage of revenue was
attributable to higher infrastructure and settlement costs. TCM had operating
expenses of $3.3 million and $1.9 million, or 11.3% and 11.5% of total revenue,
for the years ended December 31, 1997 and 1996, respectively.

Sovam. Sovam's revenue was $17.8 million, $11.7 million and $4.4 million
for the years ended December 31, 1997, 1996 and 1995, respectively. The increase
in revenues is primarily attributable to the expansion of Sovam's network
throughout Russia and the CIS and the wider variety of service offerings,
including the introduction of Russia On Line services.

Gross margin was $7.1 million, $3.4 million and $1.5 million, or 39.9%,
29.1% and 34.1% of total revenue for the years ended December 31 in 1997, 1996
and 1995, respectively. Operating expenses were $5.7 million, $5.7 million and
$3.3 million, or 32.0%, 48.7% and 75.0% of total revenue, for the years ended
December 31, 1997, 1996 and 1995, respectively.

TeleRoss Ventures. Revenue for the TeleRoss Ventures for the years ended
December 31, 1997, 1996 and 1995 was $6.8 million, $2.4 million and $0.2
million, respectively. Revenues resulted from settlement fees charged to
TeleRoss Operating Company. The growth in total revenue was the result of steady
growth in sales

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49

of core switched voice services in the five cities serviced in 1995, an
additional seven new cities in the network in 1996 and an additional city in
1997.

Gross margin for the years ended December 31, 1997, 1996 and 1995 was $4.7
million, $1.6 million and $0.1 million, respectively. Operating expenses of $3.6
million, $2.3 million and $0.2 million were incurred for the years ended
December 31, 1997, 1996 and 1995, respectively.

GTS Cellular. The Company operates three cellular networks through
differing ownership structures: Vostok Mobile, PrimTelefone and Bancomsvyaz.

Revenue for Vostok Mobile was $25.8 million, $16.5 million and $2.0 million
for the years ended December 31, 1997, 1996 and 1995, respectively. Vostok
Mobile's gross margin was $13.6 million, $9.3 million and $1.1 million, or
52.7%, 56.4% and 55.0% of total revenue, and operating expenses were $10.1
million, $9.2 million and $4.7 million for the years ended December 31, 1997,
1996 and 1995, respectively.

Revenue for PrimTelefone was $12.1 million, $8.4 million and $2.2 million
for the years ended December 31, 1997, 1996 and 1995, respectively.
PrimTelefone's gross margin was $6.6 million, $4.7 million and $0.6 million, or
54.5%, 56.0% and 27.3% of total revenue, and operating expenses were $3.6
million, $3.7 million and $0.7 million for the years ended December 31, 1997,
1996 and 1995, respectively.

Bancomsvyaz did not have significant operations until 1997. Revenue for
Bancomsvyaz was $7.2 million and gross margin was $2.8 million, or 38.9% of
total revenue, for the year ended December 31, 1997. Operating expenses were
$4.9 million for the year ended December 31, 1997.

Western Europe

HER. HER earned a small revenue stream in 1996 and no revenue in 1995.
Operating expenses were $10.6 million and $6.7 million for the years ended
December 31, 1996 and 1995, respectively. The increase in selling, general and
administrative expenses reflected HER's continued transition from the start-up
phase to the operational phase. In 1997, HER was included in the consolidated
results of the Company.

GTS-Monaco Access. Limited international traffic was carried from GTS
subsidiaries through GTS-Monaco Access for termination worldwide during 1995
which resulted in minimal revenues earned. Total revenue was $13.0 million and
$3.9 million and gross margin was $0.2 million and $(0.4) million for the years
ended December 31, 1997 and 1996, respectively.

Central Europe

EuroHivo. EuroHivo's operating results were minimal for the years ended
December 31, 1997, 1996 and 1995. In September 1997, the Company recorded a $2.4
million charge to recognize the liabilities associated with the planned
liquidation and discontinuance of EuroHivo's operations. See Footnote 3 in the
Company's audited financial statements for additional disclosures related to
EuroHivo.

Asia

Most of the Company's ventures within the Asia region were in the start-up
phase and had not commenced operations in 1996. The non-consolidated ventures in
the Asia region had revenue of $7.0 million for the year ended December 31,
1996, and had minimal revenues in 1997 and 1995. The revenue in 1996 consisted
principally of equipment sales. The Company believes that future revenue will be
derived primarily from providing telecommunications engineering and consulting
services.

During the year ended December 31, 1997, the V-Tech and Beijing Tianmu
business ventures (the "Asia Ventures") determined that a charge of $14.4
million (GTS's portion) was appropriate as a result of the write-off of $13.5
million of advances to several Chinese-owned operating telecommunications
companies to which the Asia Ventures provide technical and financial assistance
and $0.9 million related to the write-off of inventories, receivables and other
assets. The Asia Ventures followed the authoritative guidance as prescribed by
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," for their determination of the $13.5
million charge as they believed that the advances, as
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evidenced by legal agreements between the Asia Ventures and the underlying
operating telecommunications companies, represents long-lived assets. (The Asia
Ventures would have reflected the same charge had they followed the
authoritative accounting guidance as prescribed by APB No. 18 or SFAS No. 5,
"Accounting for Contingencies.") The Asia Ventures recoverability analysis was
based on their projected undiscounted cash flows of their respective operations
since this is the lowest level of cash flow information available. The
underlying reasons for the write-offs were the result of problems dealing with
one of the Asian partners, the inability of the Chinese operating
telecommunications companies to develop markets for their services, and
technical problems, all of which surfaced during the third quarter of 1997. See
Footnote 3 in the Company's audited financial statements for additional
disclosures related to the Company's Asia operations and "Business -- Asia."

LIQUIDITY AND CAPITAL RESOURCES

Corporate

The telecommunications business is capital intensive. The Company generally
is the primary source of funding for its ventures, both for working capital and
capital expenditures. Under a typical arrangement, GTS's venture partner
contributes the necessary licenses or permits under which the venture will
conduct its business, office space and other equipment. GTS's contribution is
generally cash and equipment, but may consist of other specific assets as
required by the joint venture agreement.

The Company has raised capital through the issuance of equity securities
and through various debt agreements. The issuance of equity securities has
raised $238.7 million, $36.4 million, $107.7 million, $42.1 million and $62.1
million in the first six months of 1998, and in the full years of 1997, 1996,
1995 and 1994, respectively, net of placement fees, for a total of $487.0
million. In addition, the Company and HER received $105.0 million, $409.8
million, $60.0 million and $23.3 million in gross proceeds in the first six
months of 1998, and in the full years of 1997, 1996 and 1995, respectively, for
a total of $598.1 million under various debt agreements. Included within the
debt proceeds identified above, the Company received $3.5 million, $60.0 million
and $10.0 million in 1997, 1996 and 1995, respectively, from lenders who are
affiliated with, and are considered related parties to, the Company as a result
of their (or their affiliates) ownership of the Company's Common Stock, of which
$70.0 million was repaid in 1998.

The Company had working capital of $455.9 million and $0.6 million as of
June 30, 1998 and 1997, respectively. The Company had an accumulated deficit of
$306.2 million as of June 30, 1998, including net losses of approximately $63.4
million and $26.2 million for the three and six months ended June 30, 1998 and
$22.0 million and $39.7 million for the three and six months ended June 30,
1997, respectively. During 1998, the Company has incurred and expects to
continue to incur substantial expenditures to fund the working capital
requirements of its ventures, to provide capital equipment for certain of its
ventures and to engage in new development and acquisitions.

GTS will require substantial capital investment to execute its business
plans and to fund expected operating losses. Management expects that GTS and its
ventures will incur over $500.0 million of capital expenditures and investments
in ventures during the next three years, of which approximately $100.0 million
will be incurred in the last two quarters of 1998. The Company obtained funds in
1998 through a variety of financing arrangements, including (i) the Company
raised approximately $255.3 million in gross proceeds from an initial public
stock offering of 12.8 million common shares at $20.00 per share, and (ii) the
Company issued $105.0 million in gross proceeds of 9.875% senior notes due
February 15, 2005, of which $19.6 million was placed in escrow to fund the first
two years' interest payments. The initial public offering constituted a
"complying public equity offering" under the Company's Bonds, which bear
interest at 8.75% per annum. As a result, the conversion price of the Bonds is
$20 per share.

Subsequent to June 30, 1998, the Company completed a secondary public
offering of 2.8 million shares of common stock at $45.50 per common share. Net
proceeds from the offering were approximately $119.9 million. In addition, the
Company issued aggregate principal amount $466.9 million of New Convertible
Bonds that bear interest at 5.75% per annum and that mature July 1, 2010 and
will be redeemable from July 1, 2001 at the option of the Company, at redemption
prices set forth in the indenture pertaining to the New

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Convertible Bonds. The New Convertible Bonds are convertible into shares of
common stock at any time prior to maturity or redemption at a conversion price
of $55.05 per common share. Interest on the New Convertible Bonds will be
payable semi-annually on January 1 and July 1, commencing January 1, 1999. The
New Convertible Bonds are subordinated to all existing and future indebtedness
of the Company, except for the Bonds, with which they rank pari passu in right
of payment. Net proceeds from the New Convertible Bonds offering were
approximately $452.1 million.

The Company believes its existing cash balances and cash flow from
operations will be sufficient to fund its expected capital needs under its
current business plan, excluding any funds expended in connection with the
implementation of the Company's European Services Strategy. See "Liquidity and
Capital Resources -- European Services Strategy." The Company contemplates that
it will raise additional debt financing through a newly formed subsidiary of the
Company, the proceeds of which will be applied toward the implementation of the
Company's European Services Strategy. The actual amount and timing of such
financing have not yet been determined by the Company.

The actual amount and timing of the Company's future capital requirements
may differ materially from management's estimates. In particular, the accuracy
of management's estimates is subject to changes and fluctuations in the
Company's revenues, operating costs and development expenses, which can be
affected by the Company's ability to (i) effectively and efficiently manage the
expansion of the HER network and operations, (ii) obtain infrastructure
contracts, rights-of-way, licenses and other regulatory approvals necessary to
complete and operate the HER network, (iii) negotiate favorable contracts with
suppliers, including large volume discounts on purchases of capital equipment
and (iv) access markets, attract sufficient numbers of customers and provide and
develop services for which customers will subscribe. The Company's revenues and
costs are also dependent upon factors that are not within the Company's control
such as regulatory changes, changes in technology, increased competition and
various factors such as strikes, weather, and performance by third parties in
connection with the Company's operations. Due to the uncertainty of these
factors, actual revenues and costs may vary from expected amounts, possibly to a
material degree, and such variations are likely to affect the Company's future
capital requirements. Historically, GTS has experienced liquidity problems
resulting in part from the Company's need to meet the capital requirements of
certain of its ventures in excess of forecast amounts. In addition, certain of
the Company's ventures have not met management's financial performance
expectations or have not been able to secure local country financing and thus
have not been able to generate the expected cash inflows. In addition, if the
Company expands its operations at an accelerated rate or consummates
acquisitions, the Company's funding needs will increase, possibly to a
significant degree, and it will expend its capital resources sooner than
currently expected. The Company may also be required to repay the Bonds upon
maturity on June 30, 2000 to the extent such bonds are not converted into Common
Stock. As a result of the foregoing, or if the Company's capital resources
otherwise prove to be insufficient, the Company will need to raise additional
capital to execute its current business plan and to fund expected operating
losses, as well as to consummate future acquisitions and exploit opportunities
to expand and develop its businesses.

There can be no assurances that the Company will be able to consummate
additional financing on favorable terms. As a result, the Company may be subject
to additional or more restrictive financial covenants, its interest obligations
may increase significantly and its existing shareholders may be adversely
diluted. Failure to generate sufficient funds in the future, whether from
operations or by raising additional debt or equity capital, may require the
Company to delay or abandon some or all of its anticipated expenditures, to sell
assets, or both, either of which could have a material adverse effect on the
operations of the Company.

HER

Construction of the HER fiber optic network is one of the Company's most
significant business activities. The buildout of the network is expected to
require approximately $290.0 million of capital expenditures. Through June 30,
1998, approximately $81.9 million has been spent on network capital expenditure.
An additional $194.6 million has been capitalized in connection with long-term
fiber lease arrangements. In August 1997, HER completed the issuance of $265.0
million in gross proceeds of 11.5% Senior Notes (the "Senior Notes") due in
August 2007. The Senior Notes are general unsecured obligations of HER. The
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Company believes that the net proceeds of such issuance, combined with HER's
projected internally generated funds, should be enough to fund HER's expected
capital expenditures. However, the actual amount and timing of HER's future
capital requirements may differ materially from management's estimates. If the
actual amount and timing of HER's future capital requirements differ materially
from management's estimates, any failure to obtain necessary financing may
require HER to delay or abandon its plans for deploying the remainder of the
network and would jeopardize the viability of HER, or may require the Company to
make additional capital contributions to HER at the expense of the Company's
other operations, either of which could have a material adverse effect on the
operations of the Company. There can be no assurance that GTS or its partners in
HER would have sufficient capital to make contributions to HER, or that they
would be willing to do so.

EUROPEAN SERVICES STRATEGY

The aforementioned discussion of capital requirements does not include any
capital spending that will be required for the implementation of the Company's
European Services Strategy. Due to the preliminary nature of the Company's
business plan for such strategy, the Company cannot estimate with any degree of
certainty the amount and timing of the Company's future capital requirements for
such implementation, which will be dependent on many factors, including the
success of the Company's European services business, the rate at which the
Company expands its networks and develops new networks, the types of services
the Company offers, staffing levels, acquisitions and customer growth, as well
as other factors that are not within the Company's control, including
competitive conditions, regulatory developments and capital costs. Management
believes, however, that if the European Services Strategy is implemented it is
likely that the Company will need to raise additional capital above that raised
through July 31, 1998. The Company expects that it will have significant
operating and net losses and will record significant net cash outflow, before
financing, in coming years including in connection with its European services
business. There can be no assurance that the Company's operations, including the
Company's European services business, will achieve or sustain profitability or
positive cash flow in the future.

LIQUIDITY ANALYSIS

The Company had cash and cash equivalents of $478.0 million and $14.6
million as of June 30, 1998 and 1997, respectively. The Company had restricted
cash of $82.9 million and $4.3 million as of June 30, 1998 and 1997,
respectively. The restricted cash at June 30, 1998 primarily represents amounts
held in escrow to pay the first two years interest payments on the $105 million
of the 9 7/8% Notes and $265 million of the Senior Notes of HER.

During the three and six months ended June 30, 1998, the Company used $7.3
million and $34.7 million, respectively, of cash for operating activities,
compared to $9.9 million and $23.3 million, respectively, used in the comparable
periods of 1997. Cash used for investing activities was $16.1 million and $53.2
million for the three and six months ended June 30, 1998 and $5.6 million and
$17.1 million for the three and six months ended June 30, 1997, respectively.
The use of cash in operations and for investing activities reflected primarily
the development and buildout of existing telecommunications networks and the
funding of fully operational ventures. There can be no assurance that the
Company's operations will achieve or sustain profitability or positive cash flow
in the future. If the Company cannot achieve and sustain operating profitability
or positive cash flow from operations, it may not be able to meet its debt
service obligations or working capital requirements.

In February 1998, the Company used approximately $85.2 million of the net
proceeds from the IPO and the 9 7/8% Notes to repay $70.0 million plus accrued
interest of debt from lenders who are affiliated with, and are considered
related parties to, the Company as a result of their (or their affiliates)
ownership of the Company's Common Stock.

Substantially all of the Company's operations are in foreign countries and
therefore the Company's consolidated financial results are subject to
fluctuations in currency exchange rates. The Company's consolidated operations
transact their business in the following significant currencies: Russian Ruble,

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Hungarian Florint, Belgium Franc and the European Currency Equivalent. For those
operating companies that transact their business in currencies that are not
readily convertible, the Company attempts to minimize its exposure by indexing
its invoices and collections to the applicable dollar/foreign currency exchange
rate to the extent its costs (including interest expense, capital expenditures
and equity) are incurred in U.S. dollars. Although the Company is attempting to
match revenues, costs, borrowing and repayments in terms of their respective
currencies, the Company may experience economic loss and a negative impact on
earnings with respect to holdings solely as a result of foreign currency
exchange rate fluctuations, which include foreign currency devaluations against
the U.S. Dollar including the devaluation of the Russian ruble under the August
17 Decision and its aftermath. As a result of the August 17 Decision and its
aftermath, the Company has estimated, using a ruble/US Dollar exchange rate of
between 15 to 25 rubles to one US Dollar, that a pre-tax charge to earnings of
approximately $15 million to $20 million, respectively, will be realized in its
third quarter 1998 financial results. The estimated charge to earnings is
principally comprised of foreign currency exchange losses for ruble-denominated
net monetary assets, but also reflects management's revised estimate on the
collectibility of accounts receivable and the potential loss of cash deposits in
Russian banks. The Company will experience additional exchange-related losses if
the ruble's value continues to deteriorate. See "Risk Factors -- Currency and
Exchange Risks." Furthermore, certain of the Company's operations have notes
payable and notes receivable which are denominated in a currency other than
their own functional currency or loans linked to the U.S. Dollar. The Company
may also experience economic loss and a negative impact on earnings related to
these monetary assets and liabilities.

The Company has developed risk management policies that establish
guidelines for managing foreign exchange risk. The Company is currently
evaluating the materiality of foreign exchange exposures in different countries
and the financial instruments available to mitigate this exposure. The Company's
ability to hedge its exposure is limited since certain of its operations are
located in countries whose currencies are not easily convertible. Financial
hedge instruments for these countries are nonexistent or limited and also
pricing of these instruments is often volatile and not always efficient. The
Company is designing reporting processes to monitor the potential exposure on an
ongoing basis and expects to implement this process before the end of 1998. The
Company will use the output of this process to execute financial hedges to cover
foreign exchange exposure when practical and economically justified.

In April 1998, the Company consummated an economic transaction to hedge the
foreign exchange exposure resulting from the issuance of $265 million Senior
Notes by HER.

The Company believes that an extension of the ninety-day moratorium imposed
by the Russian government in the August 17 Decision on certain foreign exchange
payments could negatively affect the ability of certain of the Vostok Mobile
cellular operators to make payments under certain US Dollar and Dutch Guilder-
("NLG") denominated obligations under certain loan facilities. See "Risk
Factors -- Risks Relating to Russia and the CIS -- Political" and "-- Economic"
and "-- Currency and Exchange Risks." As of June 30, 1998, approximately
aggregate principal amount $18 million and NLG 3.0 million (equal to
approximately $1.5 million at the US Dollar/NLG exchange rate applicable on such
date) were outstanding under such facilities. The scheduled payments under such
facilities occur during the months of June and December, and the next scheduled
payments occur in December 1998. If the Russian government extends the
ninety-day moratorium, then the borrowers under such facilities would not be
able to make at least the next scheduled payments. Unless the Company or an
affiliate or another entity made payments on behalf of such borrowers, the
facilities would be in default. In addition, certain third parties guarantee the
payment of principal and interest under such facilities. At this time, the
Company expects that it would make payments on behalf of the borrowers in the
event the ninety-day moratorium were extended. Under such circumstances,
reimbursement of such payments to the Company by the borrowers could be
problematic.

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YEAR 2000 COMPLIANCE

The Company expects to complete the assessment phase of its year 2000
readiness plans in the fourth quarter of 1998. The assessment phase includes
internal and third party review of potential risks associated with the
availability, integrity and reliability of operational systems necessary to
conduct business after the year 2000. The Company's preliminary observations
from the assessment phase are that most of the Company's telecommunications
equipment and software that has been purchased within the past three years bears
a lower risk of year 2000 non-compliance than equipment and software acquired
prior to that period. In addition, the Company is obtaining confirmations from
the Company's primary telecommunication vendors, business partners, customers
and equipment and software vendors as to what plans, if any, are being developed
by them or are already in place to address their ability to process transactions
in the year 2000. Upon the completion of this assessment phase, the Company
intends to commence a detailed planning phase that will be followed by a
remediation and testing phase in early 1999.

The Company expects that it will incur between $2.0 million to $3.5 million
in expenses to complete the assessment, detailed planning and remediation and
testing phases, exclusive of replacement costs for telecommunications equipment
and software, of which approximately $0.3 million has been incurred for the six
months ended June 30, 1998. It is estimated that between $1.0 million to $2.0
million of the total expenditure will be required to complete the remediation
and testing phase, excluding the replacement of telecommunications equipment and
software. The Company is currently unable to quantify the costs that it may
incur during the remediation and testing phase, associated with the replacement
of any telecommunications equipment and software due to its early stage in the
year 2000 readiness review. Funding of these costs will be absorbed from
operating cash flows and expensed as incurred. The preceding cost estimates do
not include amounts associated with the accelerated acquisition of replacement
systems as none are included in the initial assessment during the third quarter
1998. The Company does not expect that the costs of addressing its year 2000
readiness will have a material effect on the Company's financial condition or
results of operations. However, there can be no assurance that year 2000
non-compliance by the Company's systems or the systems of vendors, customers,
partners or others will not result in a material adverse effect.

The worst case scenario for the Company would be the failing of its
telecommunications equipment, power providers and/or interfaces with other
telecommunication vendors. These cases would create business interruption at
some of the Company's operations and would adversely affect the Company's
revenues. For example, the Moscow power authorities have publicly stated that
they do not intend to address year 2000 issues until problems arise. However,
the Company has operations that are diversified geographically as well as by
line of business; therefore, it is not anticipated that the worst case scenario
would affect worldwide operations concurrently. Additionally, if power failures
occur, the Company has diesel generators at certain of its major sites. Based on
its assessment during the third quarter 1998, the Company does not foresee a
material loss due to these conditions. However, there can be no assurance that
year 2000 non-compliance by the Company's systems or the systems of vendors,
customers, partners or others will not result in a material adverse effect.

The Company is considering a contingency plan to address its worst case
scenario; however, certain of the initiatives are subject to execution risk.
This risk would include the inability to have access to diesel fuel should power
failures occur, the inability to quickly replace telecommunications equipment
and the inability to contract with alternative telecommunication providers at
reasonable terms. Moreover, the Company is further limited in resources in
certain geographical regions due to the market volatility and weak economies in
which the Company has business operations. See "Risk Factors -- Risks Relating
to Russia and the CIS."

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BUSINESS

INTRODUCTION

The Company is a provider of a broad range of telecommunications services
to businesses, other telecommunications service providers and consumers in
Russia, the Commonwealth of Independent States ("CIS") and Central Europe.
Through its subsidiary Hermes Europe Railtel B.V. ("HER"), GTS is developing,
and operating the initial segments of, a pan-European high capacity fiber optic
network that is designed to interconnect a majority of the largest Western and
Central European cities and to transport international voice, data and
multimedia/image traffic for other carriers throughout Western and Central
Europe. GTS's strategy to develop its businesses generally has been to establish
joint ventures with a strong local partner or partners while maintaining a
significant degree of operational control. The Company's business activities
consist of the ownership and operation of (i) international long distance
businesses, which operate through international gateways that provide
international switching services and transmission capacity, (ii) local access
networks, which provide local telephone service, (iii) cellular networks, which
provide wireless telecommunications services, (iv) a domestic long distance
business, (v) data networks and (vi) carriers' carrier networks, which provide
high volume transmission capacity to other carriers. In addition, the Company
has recently developed a business plan to offer facilities-based
telecommunications products and services to businesses and other high-usage
customers in certain metropolitan markets throughout Europe. See "-- Business
Strategy -- European Services Strategy" and "-- Western Europe -- European
Services Strategy."

In Russia and the CIS, GTS's objective is to become the premier alternative
telecommunications operator. To attain its objective, the Company has partnered
with regional telephone companies and with Rostelecom, the national long
distance carrier in Russia. The Company currently operates in 31 regions and the
city of Moscow in Russia, as well as in 14 additional cities in the CIS, and
believes it is well-positioned to become the leading independent
telecommunications service provider in Russia. These businesses include: (i) EDN
Sovintel ("Sovintel"), which provides Moscow, and recently St. Petersburg, with
international long distance and local telephone services and access to the major
domestic long distance carriers; (ii) TeleCommunications of Moscow ("TCM"),
which provides local access services in Moscow; (iii) TeleRoss (as defined
below), which provides domestic long distance services in fifteen cities in
Russia, including Moscow, as well as Very Small Aperture Terminal ("VSAT")
service to customers outside its primary long distance satellite network; (iv)
Sovam Teleport ("Sovam"), which provides data services, including high-speed
data transmission, electronic mail, Internet access services, as well as Russia
On Line, the first Russian language Internet service; and (v) the Company's
cellular operations ("GTS Cellular"), which operate cellular networks in 14
regions in Russia and also in Kiev, Ukraine, with licenses covering regions with
an aggregate population of approximately 48 million people at June 30, 1998.
Whenever practical, GTS's businesses integrate and co-market their service
offerings in Russia and the CIS, utilizing TeleRoss as the domestic long
distance provider, Sovintel as the international gateway, TCM and GTS Cellular
for local access, and Sovam as the data communications and Internet access
network for business applications and on-line services. Together, GTS's Russian
and CIS ventures carried approximately 442 million and 306 million minutes of
traffic for the year ended December 31, 1997 and the six months ended June 30,
1998, respectively, and had approximately 42,400 customers, including
approximately 31,700 cellular subscribers, as of June 30, 1998. See "-- Russia
and the CIS."

In Western Europe, GTS believes that it is well-positioned to establish
itself as the leading independent carriers' carrier through the development of
two ventures, HER and GTS-Monaco Access S.A.M. ("GTS-Monaco Access"). HER's
objective is to become the leading pan-European carriers' carrier by providing
centrally managed cross-border telecommunications transmission capacity to
telecommunications companies including traditional public telecommunications
operators ("PTOs") and new entrants, such as alternative carriers, global
consortia of telecommunications operators, international carriers, Internet
backbone networks, resellers, value-added networks and other service providers
("New Entrants") on an approximately 18,000 kilometer pan-European high capacity
fiber optic network designed to interconnect a majority of the largest Western
and Central European cities. As of August 31, 1998, HER's network linked
Brussels, Antwerp,

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Rotterdam, Amsterdam, London, Paris, Frankfurt, Strasbourg, Zurich, Geneva,
Stuttgart, Munich, Dusseldorf and Milan, covering over 4,000 kilometers of fiber
optic cable. The full 18,000 kilometer network is expected to become fully
operational during the year 2000. HER also plans to lease capacity on a
transatlantic cable linking the European network to North America and is
exploring various interconnectivity options to Russia and Asia. Such
intercontinental interconnectivity will help HER satisfy the needs of its
European customers with respect to outgoing traffic and to attract additional
non-European customers with traffic terminating in Europe. HER commenced
commercial service over the Brussels-Amsterdam portion of the network in late
1996, and the London-Paris portion in November 1997 and the rest of the cities
were connected to the network in 1998. GTS-Monaco Access operates an
international gateway in Monaco in partnership with, and utilizing the existing
gateway infrastructure of, the Principality of Monaco and provides transit and
routing of international calls to other telecommunications operators. Through
its HER and GTS-Monaco Access ventures, GTS is building a new network for
transporting voice, data and multimedia/image traffic for other carriers
throughout Western and Central Europe and for worldwide international voice,
data and multimedia/image traffic that either originates or terminates in, or
transits through, Western and Central Europe. See " -- Western Europe."

GTS does not currently own or operate significant telecommunication assets
in Asia. See "-- Asia."

BUSINESS STRATEGY

GTS seeks to develop businesses to meet the rapidly expanding market demand
for telecommunications services. GTS's goal in emerging markets is to establish
itself as the leading alternative to the incumbent telecommunications service
providers and as a premier provider of value-added services. In addition, the
Company seeks to position itself as the leading independent carriers' carrier
within Western and Central Europe through the development of a pan-European
fiber optic network and an international gateway in Monaco. In addition, the
Company has recently developed a business plan to offer facilities-based
telecommunications products and services to businesses and other high-usage
customers in certain metropolitan markets throughout Europe. See "-- Western
Europe -- European Services Strategy."

GTS believes that it will be able to successfully operate its businesses
and develop business opportunities by pursuing the following strategies:

- Identify and Seize Early Market Opportunities. GTS's primary strategy is
to identify less developed markets in which the incumbent operator offers
inadequate service and where liberalization of telecommunications
regulations may be pending. The Company believes that entering these less
developed markets quickly is a key competitive advantage in the global
telecommunications market. GTS leverages its management's knowledge of
the markets in which the Company operates to assess and react quickly
when attractive business opportunities arise.

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- Access Capital Effectively. In general, the Company's financing strategy
is to establish parent level funding to meet general corporate needs and
the costs of start-ups and acquisitions and, when it is possible and
cost-effective, to finance ongoing operations at the venture level. From
1993 through 1997, the Company raised privately approximately $268
million in equity and approximately $215 million of debt (of which
approximately $74 million was raised through shareholders). In addition,
HER completed a $265 million private placement of senior notes (of which
$56.6 million was placed in escrow for the first two years' interest
payments) in 1997. On February 10, 1998, the Company completed an IPO of
Common Stock in which the Company sold 12,765,000 shares and realized
aggregate net proceeds of approximately $235.6 million. On the same date,
the Company also sold $105 million aggregate principal amount of 9 7/8%
Notes and realized aggregate net proceeds of approximately $100.5
million, of which $19.6 million was placed in escrow to cover the first
four scheduled payments of interest on the 9 7/8% Notes. In July 1998,
the Company completed a follow-on public offering of its Common Stock in
which the Company sold 2,801,000 shares and realized aggregate net
proceeds of $119.9 million and certain selling stockholders sold
11,705,900 shares for aggregate net proceeds of $507.4 million (the
"Stock Offerings"). In addition, concurrent with the completion of the
Stock Offerings, the Company sold $466.9 million aggregate principal
amount of its 5 3/4% Convertible Senior Subordinated Debentures due 2010
(the "New Convertible Bonds") and realized net proceeds of $452.1 million
(the "New Convertible Bond Offering" and, together with the Stock
Offerings, the "Offerings").

Emerging Markets. The Company pursues its goals in emerging markets through
a three-stage approach of market entry, market expansion and market integration.

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compete on a substantially equal basis with the incumbent providers in
terms of certain services and the cost of providing those services. Once
the Company has identified a market as suitable for entry, the Company
seeks to establish its presence in that market by establishing a venture
with a strong local partner or partners. In general, GTS maintains a
significant degree of operational control in such ventures. Through such
ventures, the Company benefits from its partners' ability to provide
infrastructure, regulatory expertise and personnel that will provide the
Company with a competitive advantage in entering that market. When
entering a new market, GTS's strategy is to provide its customers with
service of higher quality than that provided by incumbents.

Western Europe. The Company believes it is well-positioned to establish
itself as the leading independent carriers' carrier within Western Europe
through the development of HER's pan-European fiber optic network and the
operation of GTS-Monaco Access's international gateway in partnership with, and
utilizing the gateway infrastructure of, the Principality of Monaco. HER and
GTS-Monaco Access seeks to complement and enhance the services provided by PTOs
and New Entrants in a way that helps them to more successfully meet the needs of
their end-user customers. HER has been able to enter the market ahead of
competition and encourage a wide variety of carriers to use its network with
service offerings that meet their needs. To establish itself as the leading
carriers' carrier for international telecommunications within Europe, HER
intends to provide its customers with significantly higher quality transmission
and advanced network capabilities at a competitive price by utilizing advanced,
uniform technology across the region and providing redundant routing for higher
levels of reliability.

European Services Strategy

In addition, the Company has recently developed a business plan to offer,
through one or more new subsidiaries, facilities-based telecommunications
products and services to businesses and other high usage customers in certain
metropolitan markets throughout Europe. The Company believes that the size and
growth potential of the European market combined with increasing liberalization
of European telecommunications regulations provides the Company with the
opportunity to successfully develop local networks and other end-user services.
The Company is evaluating developing CLECs in up to 12 European cities.
Implementation of this strategy may involve one or more of the following: (i)
the construction of fiber loop networks, (ii) the purchase or lease of dark
fiber, (iii) obtaining of high frequency microwave licenses for "wireless
fiber," or (iv) partnership with, or acquisition of, resellers or
facilities-based CLECs. In evaluating potential markets the Company will
consider among others the following characteristics of each market: (i) its
business concentration, (ii) the national and local regulatory environment,
(iii) the technical difficulties of local network construction and (iv) the
extent of existing competition. See "Risk Factors -- Risks Relating to European
Services Strategy," "Recent Developments" and "Business -- Western
Europe -- European Services Strategy."
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RUSSIA AND THE CIS

OVERVIEW

GTS is a leading provider of a broad range of telecommunications services
in Russia. GTS's services include international long distance services, domestic
long distance services, high speed data transmission and Internet access,
cellular services and local access services. GTS was among the first foreign
telecommunications operators in the CIS, where it began offering data links to
the United States in 1986, international long distance services in 1992, local
access to its networks in 1994 and cellular services in 1995. GTS has developed
these businesses into a leading provider of telecommunications service offerings
in Russia by building its own infrastructure, including a fully digital overlay
network and interconnections with its local Russian telecommunications partners.

The Company believes that evolving changes in government policy over the
last several years and the overall inadequacy of basic telecommunications
services throughout Russia have created a significant opportunity. Before 1990,
all international, domestic long distance and local telecommunications in the
Soviet Union were provided by a monopoly state telecommunications company
managed by the Ministry of Posts and Communications. In 1990, the Council of
Ministers established a joint-stock company called Sovtelecom and transferred to
it all of the telecommunications assets and operations of the Soviet Ministry of
Posts and Communications. Following the dissolution of the Soviet Union in 1991,
the name of the company was changed to Intertelecom. In 1992, the Russian
government decided to split Intertelecom into several components to foster
privatization, competition and investment. The international and long-distance
assets and operations were combined into Rostelecom, creating a monopolistic
service provider. The local telecommunications assets and operations were broken
up into 88 independent regional joint-stock companies, seven of which serve
cities, including the Moscow City Telephone Network and the Petersburg Telephone
Network. Most of the regional companies have a telecommunications trunk operator
and provide domestic long distance service within their service region. Domestic
long distance calls to and from areas outside the companies' service area, as
well as international calls, are switched to and from Rostelecom, which forwards
the calls to and from another regional company or a foreign carrier for
international calls. Exceptions to this rule include the seven city operators.
In Moscow and St. Petersburg, the trunk operators have been isolated into
separate, long distance companies called Moscow MMT and St. Petersburg MMT. All
domestic long distance and international calls originating from or terminating
in Moscow and St. Petersburg are switched through the MMTs, which forward the
calls to and from Rostelecom.

Following the former Soviet Union's transformation from a centralized
economy to a more market-oriented economy, increased demand from emerging
private businesses and from individuals, together with the poor state of the
public telephone network, has led to rapid growth in the telecommunications
sector in Russia and the CIS. In 1991 the Ministry of Communications (the "MOC")
was established as the Russian successor to the Soviet Ministry of Posts and
Communications to regulate and improve the Russian telecommunications industry.
The MOC was later designated as the government's representative for its
ownership share of the 88 regional operating companies, the assets currently
held by Svyazinvest (then the monopoly international and domestic long distance
service provider), and the principal regulatory authority for national radio,
television and satellite operating companies. This enabled the MOC and operating
organizations to begin the privatization process, attract foreign investment and
initiate joint ventures with foreign partners.

Although it remains subject to certain restrictions, significant progress
in privatization of the telecommunications industry in Russia and the CIS has
occurred. Under Russian law, state-owned enterprises within the
telecommunications sector were subject to privatization but only pursuant to a
decision of the Russian government in each individual case and with the state
retaining a certain percentage of the stock of the privatized entity for three
years, subject to extension for national security reasons. At present, virtually
all of the former state telecommunications enterprises have been privatized and,
subject to the above restrictions, shares of the newly formed joint stock
companies have been sold to the public. Also, a significant number of private
operators provide a wide variety of telecommunications services pursuant to
licenses from the MOC to a growing number of customers throughout Russia.
According to the MOC, more than 6,000 licenses have

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been granted to telecommunications operators in Russia, a large portion of which
is assumed to represent licenses reissued to the same operators as a result of
their reorganization or obligation to hold such licenses on counterfeit-proof
paper.

In October 1994, the President authorized the establishment of Svyazinvest
with the stated purpose of fostering greater efficiency and economies of scale
within the industry through competition. As a wholly government-owned company,
Svyazinvest was granted a controlling stake in approximately 85 regional
telecommunications companies in order to compete in these respective markets.
Svyazinvest was also given control of more than 20 million of the 25.5 million
telephone lines in Russia, except in Moscow and St. Petersburg.

In April 1997, President Yeltsin approved the transfer of the federal
government's 51% stake in Rostelecom, as well as similar stakes in Central
Telegraph (the national PTO), the Ekaterinburg City Telephone Network and
Giprosvyaz (a telecommunications research institute), to Svyazinvest. On July
30, 1997, Mustcom Ltd., a Cyprus-based company that represents the interests of
a consortium which includes ICFI Cyprus, Renaissance International Ltd.,
Deutsche Morgan Grenfell, Morgan Stanley, and certain entities affiliated with
an affiliate of George Soros, purchased a 25% stake in Svyazinvest for $1.87
billion. The President had also authorized the sale of another 24% of
Svyazinvest at a future date. This sale was scheduled to occur in the second
half of 1998 and is currently reserved solely for Russian investors. It is not
certain that this sale will occur as scheduled because of the decline in the
Russian stock market during the first eight months of 1998. See "Risk
Factors -- Risks Relating to Russia and the CIS -- Economic." The Russian
government has announced that it will retain a controlling 51% interest in
Svyazinvest.

The Russian government's interest in Svyazinvest is held by the MOC, which
was reclassified as the State Committee on Telecommunications and Informatics
during a recent government reorganization. The MOC remains the central body of
federal authority in the Russian Federation, having responsibility for state
management of the communications industry and supervisory responsibility for the
condition and development of all types of communications.

Despite the recent changes in the Russian telecommunications industry, the
level of telecommunications service generally available from most public
operators in Moscow remains significantly below that available in cities of
Western Europe and the United States, although in recent years, the Moscow local
telephone infrastructure has benefited from significant capital investment. By
1995, there were approximately 16 lines per 100 persons in Russia and 45 lines
per 100 persons in Moscow. In comparison, there were 60 and 58 lines per 100
persons in the United States and Western Europe, respectively. In addition, the
quality of services, reflected as the percentage of digital switching in local
telephone networks, currently is approximately 12% in Russia compared to 65% and
66% in the United States and Western Europe, respectively.

Outside Moscow (and to a lesser extent St. Petersburg), most standard
Russian telecommunications equipment is obsolete. For example, many of the
telephone exchanges are electromechanical and most telephones still use pulse
dialing. The Russian population is over 145 million, of which approximately two-
thirds is concentrated in urban areas. The telecommunications market in Russia
currently includes a number of operators that compete in different service
offering segments -- local, inter-city, international, data and cellular
services. In large measure, the relative lack of economic development in the
regions accounts for the lack of improvement in local telecommunications
infrastructure. Although the regions still generally rely on an outdated
infrastructure inherited from the former Soviet Union, they are starting to
resort to sophisticated sources of finance, such as municipal bond offerings, in
order to upgrade the infrastructure.

Growth in the Russian telecommunications industry has been principally
driven by businesses in Moscow requiring international and domestic long
distance voice and data services and by consumers using mobile telephony. This
growth has been most significant as multinational corporations have established
a presence in Moscow and Russian businesses have begun to expand. The service
sector, which includes operations in distribution, financial services and
professional services and tends to be the most telecommunications-intensive
service sector of the economy, is growing rapidly in Moscow. The
telecommunications industry in the outlying regions has experienced recent
growth, principally as a result of growth in the industrial sector as well as
the establishment of satellite offices in the regions by multinational
corporations and growing Russian
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businesses. The extent of overall market growth will depend in part on the rate
at which the Russian economy expands, although recent revenue growth in the
sector has been significant (in spite of a declining economy in certain regions)
because of increasing traffic from pre-existing customers and the normalization
of tariffs for business services. It is unclear, however, what the effects of
the August 17 Decision and its consequences will be on the Russian economy. See
"Risk Factors -- Risks Relating to Russia and the CIS -- Economics."

The Company believes it is well-positioned to take advantage of market
growth factors due to (i) its early market entry, (ii) its strong infrastructure
position in Moscow, by far the most important regional market, (iii) the local
market experience of its local partners, (iv) the extent of its existing
customer base and (v) its extensive range of international and domestic
telecommunications services. GTS believes it is the only operator in Russia
currently capable of providing a broad range of service offerings and marketing
them as a single end-to-end service offering for its customers.

STRATEGY

GTS's objective is to become the premier alternative carrier in Russia and
other key growth markets of the CIS. To attain this objective, the Company has
developed and implemented the following strategy:

- Develop Strong Local Partnerships. The Company has and continues to
develop its Russian and CIS business through alliances with experienced
local partners. These ventures combine the management, financial and
marketing expertise of GTS together with its partner's ability to provide
infrastructure and local regulatory experience. GTS believes that these
relationships lend it credibility and increase its ability to anticipate
and respond to the evolving regulatory and legal environment. GTS
maintains a significant degree of managerial and operational control in
its joint ventures through its foundation documents, which enable GTS to
develop them in a manner consistent with its overall strategic
objectives.

- Expand Customer Base. The Company continues to expand its customer base
through the provision of basic telephone and digital services in markets
where such services are not currently provided. Once they have
established a presence in a market, the Company's ventures seek for
opportunities to expand further into neighboring regions and cities.

- Increase Range of Digital Services. As its business customers expand
their operations throughout Russia and the CIS and as their
telecommunications needs become more sophisticated, the Company seeks to
increase its revenues by expanding the range of integrated digital
services offered to its customers.

- Offer High Quality Telecommunications Service and Customer Service.
Subject to stabilization of the political and economic situation in
Russia, the Company will continue to invest in and build sophisticated
high-speed digital networks and other infrastructure through which
customers can gain local access to the Company's services. In addition to
providing advanced, high quality network infrastructure, the Company
emphasizes and offers its customers a level of customer service which the
Company believes cannot be found elsewhere in the market.

To date, GTS has made substantial progress employing this strategy. The
Company provides digital voice, data, internet and local services in Moscow
through its Sovintel, Sovam and TCM ventures and provides these same services to
fourteen additional Russian cities through its TeleRoss long distance network.
The Company believes that attractive acquisition opportunities currently exist
in the markets in which it operates in Russia and the CIS. The Company
continuously considers a number of potential transactions, some of which may
involve the contribution of certain of its Russian businesses in exchange for an
interest of equivalent or greater value in the surviving entity and, if
consummated, may be material to the Company's operations and financial
condition.

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OPERATIONS

GTS provides a broad range of telecommunications services in Russia,
including international long distance services, domestic long distance services,
cellular services, high speed data transmission, Internet access and local
access services. These services are supported by operator assistance, itemized
call reporting and billing, and other value-added capabilities that leverage
GTS's investment in advanced switching, data collection and processing
equipment. GTS also provides customized systems integration, including PABXs,
key systems, wiring and interconnectivity. GTS's own infrastructure is
supplemented with dedicated and leased capacity to allow GTS to bypass the
severely congested and poorly maintained local, domestic and long distance
circuits of the Russian carriers.

Whenever practical, GTS's business units integrate and co-market their
service offerings, utilizing TeleRoss as the long distance provider, Sovintel as
the international gateway, TCM and GTS Cellular for local access, and Sovam as
the data communications and Internet access network for business applications
and on-line services. Through this integrated marketing approach, GTS is able to
provide comprehensive telecommunications solutions to multinational corporations
operating throughout Russia and the CIS. Several of the TeleRoss Ventures and
the cellular joint ventures were not operational, or had just commenced
operating, in 1995. As a result, TeleRoss and GTS Cellular did not generate
significant revenues in 1995.

The following table sets forth certain operating data related to the
Company's operating ventures in Russia and the CIS.

AT AND FOR THE
AT AND FOR THE SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
-------------- --------------
1996 1997 1997 1998
----- ----- ----- -----

Cities In Service................................... 33 40 39 55
Total Voice Minutes (millions)
Inter-city........................................ 15.8 57.1 19.5 48.0
Local............................................. 133.0 269.1 107.0 202.9
International Outgoing............................ 20.5 46.0 20.2 31.1
Incoming.......................................... 33.2 69.9 32.6 24.1
Total Data Customers (thousands).................... 6.2 9.9 8.0 10.4
Total Cellular Subscribers (thousands).............. 9.8 23.4 13.5 31.7

SOVINTEL

GTS owns 50% of Sovintel, a joint venture with Rostelecom, the national
long distance carrier. Sovintel was founded in 1990 by GTS, Rostelecom and GTE
Spacenet, with GTS acquiring GTE Spacenet's interest in 1994. Sovintel markets a
broad range of high quality telecommunications services by (i) directly
providing international direct dial access to over 180 countries and private
line dedicated voice channels and (ii) leveraging the infrastructure and
services of the other GTS ventures, including TeleRoss, TCM and Sovam. In
addition, Sovintel provides and installs for its customers equipment such as
PABXs, key systems and wiring and provides maintenance and other value-added
services. Sovintel customers, which primarily consist of businesses, hotels and
Moscow-based cellular operators, are able to access these telecommunications
services through Sovintel's fully-digital overlay network in Moscow. In
addition, Sovintel continues construction of its St. Petersburg network which is
interconnected to Sovintel's Moscow network and is intended to support
Sovintel's Moscow clients which have a presence in St. Petersburg. Sovintel
serviced over 48,900 Moscow telephone numbers, or "ports," for business
customers and cellular providers and had over 320 employees as of June 30, 1998.

Sovintel has constructed and operates a fully-digital overlay network in
and around Moscow which consists of (i) an approximately 600-kilometer fiber
optic ring, (ii) over 430 PABXs linked to the fiber optic ring, (iii) a
fully-digital microwave network, (iv) a wireless local loop and (v) an
international gateway connected to the fiber optic ring. In addition, Sovintel
leases dedicated international long distance channels.

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Customers are connected to the Sovintel network via last mile connections to
over 430 PABXs that provide "points-of-presence" in and around Moscow. The PABXs
are connected to the network through a direct fiber connection or a digital
microwave network. Some of Sovintel's new customers are temporarily connected to
the network through a wireless local loop. The wireless local loop provides a
significant competitive advantage because it allows Sovintel to connect
customers to its network more quickly than alternative methods. As these
customers are provided permanent connections to Sovintel's network through
direct connections to the PABXs, additional customers are rolled onto the
wireless local loop.

[GTS SOVINTEL MOSCOW NETWORK CHART]

After a customer is connected to the Sovintel network, local telephone
services are provided through the Sovintel fiber optic ring's interconnection
with the switches of either TCM or MTU Inform. These switches provide access to
local telephone service in Moscow through interconnections with the Moscow city
telephone network ("MGTS") and the principal Moscow cellular providers. Sovintel
provides its customers access to domestic long distance service through the
TeleRoss long distance network, or through Rostelecom's network in cities not
currently served by TeleRoss. International service is provided primarily
through the Sovintel international gateway, which transmits international
traffic via dedicated international leased long distance channels. Sovintel's
customers also can receive high speed data services through Sovintel's
interconnection with the Sovam data network. Sovintel has obtained licenses in
Moscow and St. Petersburg to offer large business customers high speed data
services and Internet access, thus complementing Sovam's regional offering and
supporting its customer base in Moscow and St. Petersburg. Accordingly, from a
customer's perspective, Sovintel offers a broad range of telecommunication
services.

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The following table sets forth certain operating data related to Sovintel's
operations:

AT AND FOR THE
SIX MONTHS ENDED
AT AND FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------------------- -----------------
1995 1996 1997 1997 1998
-------- ---------------- --------- ------- -------

MINUTES OF USE(1)
International
Number of Minutes......... 10,516 20,839 43,664 19,102 28,976
Average Rate Per Minute... $ 2.06 $ 1.55 $ 1.12 $ 1.33 $ 0.97
Domestic Long Distance
Number of Minutes......... 2,047 10,098 26,606 10,105 23,708
Average Rate Per Minute... $ 0.86 $ 0.65 $ 0.52 $ 0.57 $ 0.46
Moscow (Local) Fixed Line
Number of Minutes......... -- -- 3,501 1,613 1,926
Average Rate Per Minute... -- -- $ 0.05 $ 0.06 $ 0.08
Moscow (Local) Cellular
Number of Minutes......... 21,478 83,673 118,447 52,164 62,288
Average Rate Per Minute... $ 0.06 $ 0.08 $ 0.08 $ 0.07 $ 0.08
Incoming
Number of Minutes......... 3,839 24,306 43,626 24,011 14,663
Average Rate Per Minute... $ 0.58 $ 0.28 $ 0.30 $ 0.27 $ 0.31
PORTS
Number of Ports
(cumulative).............. 6,079 29,646 43,976 40,249 48,911
NUMBER OF PRIVATE LINE CHANNELS
International................ 26 89 201 128 271
Inter- and Intra-City........ 26 103 243 155 331
APPROXIMATE EQUIPMENT SALES
(THOUSANDS).................. $ 1,400 $ 2,200 $ 3,400 $ 1,800 $ 2,421

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

(1) Minutes in thousands. Amounts include minutes among affiliates.

Services. Sovintel markets a broad range of high quality telecommunications
services by (i) directly providing international direct dial access to over 180
countries and private line dedicated voice services and (ii) by leveraging the
infrastructure and services of the other GTS ventures. Sovintel's services
include:

- Switched International, Domestic Long Distance and Local
Services. Customers are provided switched international long distance
services directly through Sovintel's international gateway in Moscow and
its leased long distance channels. Domestic long distance services are
marketed by Sovintel and provided either through the TeleRoss long
distance network or, where the call destination is not served by
TeleRoss, through Rostelecom's network. Local call service is provided by
Sovintel indirectly as a result of its interconnection, through TCM or
MTU Inform, with the Moscow city telephone network. Based on its
familiarity with the market, the Company believes that Sovintel's
services are distinguished by a higher level of quality than those of its
competitors, particularly with respect to call completion rates for its
domestic long distance and local call services. In addition, the Company
trains its employees to provide customer service at a level which is
comparable to that provided by Western telecommunications companies. As a
result, the Company believes that customers choose Sovintel over its
competitors because it has earned a reputation for providing high quality
telecommunications services through an experienced and professional
customer service staff.

- Private Line Channels. Private line channels, which are provided over
dedicated leased lines, are principally utilized by customers with
high-volume data traffic needs, such as Sovam and large data providers.
Private line customers have access to intra-city service in Moscow
through Sovintel's fiber optic ring and to inter-city service between
Moscow and St. Petersburg via fiber leased by Sovintel, in each case
benefiting from Sovintel's high quality infrastructure. Private line
domestic long distance

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service is provided through TeleRoss and, for cities not served by
TeleRoss, through Rostelecom. International private line service is
provided through dedicated leased fiber channels from Rostelecom.

- Equipment Sales, Installation Services and Project Planning and
Management Services. In providing the above services to its customers,
Sovintel installs and maintains equipment on its customers' premises,
including PABXs, key systems and wiring. Sovintel also provides project
planning and management services, including system design and management,
to its customers.

- World Access Service. Customers are able to access Sovintel's
international long distance services through the World Access Card, which
provides customers either direct or calling-card-based portable access to
domestic and international long distance service. The calling card can be
used in 18 Russian cities, including Moscow and St. Petersburg, and 25
countries.

Sovintel complements its service offerings by providing a wide range of
value-added services, including operator assistance, maintenance and customer
support and itemized call reporting and billing.

Customers and Pricing. Sovintel's customers consist primarily of
high-volume business and professional customers, such as IBM, Credit Suisse
Group and Reuters, other multinational corporations and Russian enterprises, a
number of premium Moscow hotels and other telecommunications carriers. In
addition, Sovintel is one of the primary providers of domestic and international
long distance service for the major cellular service providers in Moscow,
including VimpelCom, MTS and Moscow Cellular. Sovintel's customers typically
demand a higher level of service than generally available in the market.
Sovintel further provides to its large corporate customers data services such as
frame relay and Internet access contracted from Sovam in order to offer
"one-stop shopping" telecommunications solution to these customers, who
increasingly require this type of service.

The pricing structure for international and domestic long distance calls is
based upon traffic volume and overall market rates, with Sovintel's rates
varying depending on the time and destination of the call. Local calls, other
than calls placed to cellular phones, are completed without charge. Sovintel
expects to continue its practice of not charging to complete local calls unless
and until the MGTS begins to charge for completion of such calls. Sovintel
prices its international long distance services slightly below those of its
principal competitors, and has recently reduced its rates in anticipation of
increased competitive pricing pressures. Sovintel's average revenue per minute
for outgoing international long distance calls has declined from approximately
$2.35 per minute for the year ended December 31, 1994 to approximately $0.97 per
minute for the six months ended June 30, 1998. Sovintel is experiencing
increased pricing pressure from competitors. Sovintel prices domestic long
distance services in line with those of its principal competitors. Due to its
obligations under certain agreements with affiliated entities, however,
Sovintel's margins for these services are declining, though Sovintel expects to
reverse this trend by achieving lower settlements through least-cost routing.
Prices for domestic long distance services have increased significantly over the
last several years, although such prices stabilized in the second half of 1996.
Sovintel's private line services are priced competitively. Sovintel provides
private line channels by releasing lines it leases from Rostelecom. The lines
are leased by Sovintel from Rostelecom at wholesale rates and leased by Sovintel
to its customers at prices in line with Rostelecom's retail rate.

Customers are billed monthly, with larger-volume customers receiving
discounts of up to 25%. Customers using international services, domestic long
distance or data services are billed in U.S. Dollars. To the extent permitted by
law, payment is made either in U.S. Dollars or in rubles at the ruble/dollar
exchange rate at the time of payment, plus a conversion charge in order to
minimize the impact of currency fluctuations. To the extent Sovintel receives
remittances in rubles, Sovintel will have higher ruble cash and receivable
balances which will expose it to correspondingly greater exchange risk. See
"Risk Factors -- Currency and Exchange Risks." In addition, due to the ruble
devaluation that was part of the August 17 Decision and the attendant scarcity
of U.S. Dollars, there may be a lower general level of remittances to Sovintel
in U.S. Dollars. Sovintel currently bills on an invoicing system that was
internally developed. Currently, the system is adequate for Sovintel's present
customer base; however, the Company is evaluating alternatives for upgrading the
system in anticipation of future growth.

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Sales and Marketing. Sovintel's sales and marketing strategy targets large
multinational and Russian businesses both directly and through contacts with
real estate developers and business center managers in the greater Moscow area.
These developers and managers typically determine which telecommunications
service provider will service their respective properties. By identifying and
building relationships with these developers and managers at an early stage
(typically up to one year prior to the completion of a new building project),
Sovintel seeks to enhance the likelihood of winning the service contract. In
addition to its traditional target market, Sovintel has recently begun to market
its services to smaller businesses. Sovintel utilizes a departmentalized sales
force in order to focus its sale efforts on the different segments within its
target market. The sales force is comprised of 17 account managers, all of whom
specialize in serving specific targeted industries. Dedicated marketing, project
management and customer support comprised of 23 personnel provide technical
support, customer service, training, market monitoring and promotional functions
for Sovintel. Sovintel's sales and marketing personnel are paid through a
combination of salary, commissions and incentive bonuses.

Ownership and Control. Sovintel is a joint venture between a wholly owned
entity of GTS and Rostelecom, with each having a 50% ownership interest. Under
Sovintel's charter, GTS and Rostelecom each have the right to appoint three of
the six members of Sovintel's managing board. Rostelecom has the right to
nominate the Director General (the highest ranking executive officer at
Sovintel), while GTS has the right to nominate the First Deputy Director General
(the next-highest ranking executive officer at Sovintel). In practice, the
Director General and the First Deputy Director General together perform the role
of a chief executive officer. Certain business decisions, including the adoption
of Sovintel's annual budget and business plan as well as the distribution of
profits and losses, require the approval of both GTS and Rostelecom. Neither GTS
nor Rostelecom are obligated to fund Sovintel's operations or capital
expenditures. Losses and profits of Sovintel are allocated to the partners in
accordance with their ownership percentages, in consideration of funds at risk.
As of June 30, 1998, GTS and Rostelecom have each made equity contributions of
$1.0 million to Sovintel. The Sovintel joint venture agreement does not have an
expiration date. See "Risk Factors -- Dependence on Certain Local Parties;
Absence of Control" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Accounting Methodology--Profit and Loss
Accounting."

TCM

Subsequent to June 30, 1998, GTS increased its beneficial ownership of TCM
to 95%. TCM, a joint venture founded in 1994, provides a licensed numbering plan
and interconnection to the Moscow city telephone network for carriers needing
basic local access service in Moscow. GTS's partner in TCM is MTU-Inform, a
Russian telecom operator. TCM is currently licensed to provide 100,000 numbers
in Moscow, of which over 75,000 have been leased. In addition, TCM expects to
lease an additional 22,000 numbers to VimpelCom, TCM's primary customer, during
1998. TCM has completed agreements required to construct and provide an
additional 50,000 numbers. The construction will start this year and is expected
to be completed in the third quarter of 1999. TCM's switching facilities are
fully integrated with the networks of Rostelecom, Sovintel, and MGTS, allowing
it to provide high quality digital service to its customers.

Services. TCM acts as a local gateway by providing numbers and ports to
carriers in Moscow, including Sovintel, VimpelCom, MTS and Moscow Cellular, and
thus providing interconnectivity to the Moscow city telephone network. Access to
the Moscow city telephone network provides customers with the higher quality and
broader range of services available in Moscow, such as the services provided by
Sovintel. Access from outlying regions is typically obtained through a domestic
long distance service provider such as TeleRoss. See "-- Sovintel" and "--
TeleRoss."

Customers and Pricing. TCM provides its services on the wholesale level to
primary carriers. VimpelCom is TCM's primary customer and accounts for
substantially all of TCM's revenues. Hence the loss of VimpelCom as a customer
would have a material adverse effect on the Company. TCM also provides ports to
Sovintel and to other network operators. TCM's ports are leased principally to
carriers in Moscow. Although local access services are priced upon the basis of
supply and demand factors in the local market, in general, for each port
cellular operators pay an approximately $360 installation fee and a $15 flat
monthly fee plus a per minute charge for traffic while other carriers pay a
larger initial fee of approximately $500 and a monthly fee of

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approximately $25. Local access services are typically provided pursuant to
five-year contracts that may be renewed upon expiration for additional one-year
periods. TCM has entered into an agreement with Sovintel pursuant to which
billing and collecting functions for TCM-Sovintel joint customers are performed
by Sovintel, with Sovintel remitting such amounts (less applicable settlement
charges and administrative costs) to TCM. The rapid growth of cellular services
in markets like Moscow has placed a premium on new numbers, which has translated
into attractive prices for these numbers. TCM, however, believes these prices
will decline over time.

Ownership and Control. GTS's indirect interest in TCM is represented by its
100% interest in a holding company, which owns 95% of TCM. This structure
provides GTS with 95% beneficial ownership interest in TCM. At both the holding
company and TCM level, losses and profits are allocated to the partners in
accordance with their ownership percentages, in consideration of funds at risk.
None of the operative charters and agreements relating to the holding company or
TCM have expiration dates. See "Risk Factors -- Dependence on Certain Local
Parties; Absence of Control" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Accounting--Methodology Profit
and Loss Accounting."

TELEROSS

TeleRoss, which began operations in 1995, consists of a wholly owned
subsidiary of GTS that operates a domestic long distance network (the "TeleRoss
Operating Company") and fourteen joint ventures that are 50% beneficially-owned
by GTS that originate traffic and provide local termination of calls (the
"TeleRoss Ventures" and, together with TeleRoss Operating Company, "TeleRoss").
The TeleRoss domestic long distance network serves 15 major Russian cities,
including Moscow and, through VSAT technology, 26 customers located outside
these cities. TeleRoss provides digital domestic long distance services and
other value-added services through its own infrastructure as well as access to
Sovintel's international gateway services and access to the Moscow city
telephone network through TCM's switching facilities. Sovam uses the TeleRoss
digital channels to provide regional data service and has co-located its access
facilities with TeleRoss. As of June 30, 1998, TeleRoss employed approximately
227 persons of which approximately 105 people were based in Moscow and
approximately 112 people were deployed in the regions in which TeleRoss
operates.

TeleRoss's licenses cover the city of Moscow and a total of 43 regions
throughout Russia. Most of the 14 cities in which TeleRoss primarily operates
are regional capitals, with an aggregate population of approximately 13 million.
TeleRoss's licenses cover the entire region surrounding these cities, with
populations totaling approximately 41 million persons, and GTS intends
eventually to extend the reach of the TeleRoss network beyond the regional
capitals to the surrounding areas. The cities in which TeleRoss currently offers
its services are: Arkhangelsk, Ekaterinburg, Irkutsk, Khabarovsk, Krasnodar,
Nizhni Novgorod, Novosibirsk, Samara, Syktyvkar, Tyumen, Ufa, Vladivostok,
Volgograd and Voronezh.

The TeleRoss network architecture involves local city switches connected to
remote earth stations which communicate via satellite to a Moscow-based hub.
This hub consists of the network control center, earth station equipment,
multiplexing equipment and a switch. The earth stations, hub and related
equipment are owned by TeleRoss, which gives TeleRoss the flexibility to
redeploy network assets to other locations as necessary. The hub interconnects
to Sovintel's network providing access to Sovam's data networks, TCM's switching
facilities and Sovintel's international gateway, which transports international
traffic via dedicated international leased satellites and fiber channels and
provides access to Rostelecom's long distance networks. Outside of Moscow,
TeleRoss's local joint venture partners provide interconnection to the local
public telephone networks in each of the cities it serves. In addition to
providing services through its network, TeleRoss currently serves 26 customers
in 26 additional sites through VSAT technology which links the customers via
satellite to the Moscow hub.

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The following table sets forth certain operating data related to TeleRoss's
operations:

AT AND FOR THE
AT AND FOR THE YEAR SIX MONTHS ENDED
ENDED DECEMBER 31, JUNE 30,
------------------- -----------------
1996 1997 1997 1998
------- -------- ------ -------

MINUTES OF USE(1)
Domestic Minutes (thousands)................ 4,035 23,233 7,904 20,458
Average Rate Per Domestic Minute............ $ 0.99 $ 0.63 $ 0.76 $ 0.53
International Minutes (thousands)........... 272 744 276 522
Average Rate Per International Minute....... $ 2.76 $ 2.47 $ 2.62 $ 2.10
NUMBER OF CITIES SERVED(2).................... 13 14 13 15
WORLD CONNECT DIAL/RUSSIA
Number of Connect Dial Ports................ 472 1,112 861 1,994
Average Revenue Per Port Per Month.......... $ 767 $ 370 $ 460 $ 349
MOSCOW CONNECT
Number of Ports............................. 49 78 54 92
Average Revenue Per Port Per Month.......... $1,165 $ 1,358 $1,409 $ 1,384
DEDICATED CIRCUITS
Number of Dedicated Channels................ 33 60 41 84
Average Price Per Channel................... $4,553 $ 4,140 $4,606 $ 3,212
WORLD ACCESS SERVICE
Number of World Access Card Users........... 3,929 4,595 4,276 5,019
Average Revenue Per Card Per Month.......... $ 52 $ 48 $ 59 $ 44
VSAT SERVICES
Number of VSATs............................. 12 24 20 26

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

(1) Includes minutes among affiliates.

(2) Includes connection to Moscow.

Services. Through its network and VSAT offerings, TeleRoss offers the
following services:

- Carriers' Carrier Services. TeleRoss provides services as a "carriers'
carrier," providing domestic long distance carrier services to cellular
operators, Sovintel, the TeleRoss Ventures' regional partners and
competitive bypass operators from the cities in which the TeleRoss
Ventures operate, and to customers in remote sites using VSAT stations.
These services are provided to and from Moscow, and are provided by
TeleRoss at wholesale rates competitive with those offered by Rostelecom.
TeleRoss also provides private line channels to Sovam in cities where the
TeleRoss Ventures operate. In addition, TeleRoss has recently received a
license to provide international private line service.

- World Connect Dial/Russia Connect Dial. Customers in TeleRoss's cities
are provided dedicated local access to the regional TeleRoss switch
through lines leased from the TeleRoss Venture's regional joint venture
partner. These customers then have access to the domestic long distance
service provided by TeleRoss, international long distance service
provided by Sovintel and are fully integrated into the local phone
networks operated by the applicable TeleRoss Venture's partner and to the
Moscow city telephone network through TCM.

- Moscow Connect. Customers are provided with dedicated last mile
connection over lines leased from the regional joint venture partner and
connected to a local TeleRoss switch. The TeleRoss network and its
interconnection to TCM provide customers with a Moscow dial tone which
allows users in remote locations better access to Moscow's advanced
telecommunications infrastructure. In addition, Moscow Connect service
provides better call quality at lower rates for domestic and
international long distance. Moscow Connect also facilitates
communications between users and their Moscow-based associates as calls
can be made to and from Moscow without the use of prefixes and without
long distance charges accruing to the Moscow-based parties.

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- Dedicated Circuits. Customers are provided with point-to-point clear
channel circuits within Russia and internationally through the TeleRoss
backbone and its interconnection with Sovintel's international gateway in
Moscow. Dedicated circuits are generally used by news services, banks and
other commercial customers who require high capacity and high quality
service. This service can be used for voice or data, depending on the
user's needs. In providing dedicated circuits, TeleRoss competes against
other alternative communications providers; however, TeleRoss believes
that it has a distinct price advantage over its competitors because of
the use of its own infrastructure and the bulk purchase of satellite
capacity.

- World Access Service. TeleRoss and Sovintel co-market World Access
Service to their customers in each of the cities they serve through two
products: World Access Direct and World Access Card. Through World Access
Direct, TeleRoss customers can access domestic long distance and
international service anywhere within the customer's city through the
local telephone network. The World Access Card is a calling card which
allows TeleRoss customers portable access to domestic long distance and
international service from 18 Russian cities, including Moscow and St.
Petersburg, and 25 countries. This service is provided through Sovintel's
infrastructure.

- VSAT Services. For customers that are located outside the cities serviced
by TeleRoss or that cannot be physically linked to TeleRoss's regional
switches, TeleRoss offers VSAT service which connects these customers
directly to TeleRoss's Moscow-based hub through a VSAT antenna installed
at the customer's location. Both dedicated and switched services are
provided through these VSAT arrangements.

In addition to continuing the development of its core domestic long
distance business, TeleRoss's strategy includes the development of local access
networks to capitalize on demand for local phone service and to capture
additional customers for its long distance and value-added service offerings.
Outside Moscow, TeleRoss has primarily pursued a strategy whereby it develops
its own intra-city trunking network with copper based or fiber optic facilities
leased from the regional joint venture partners. As of June 30, 1998, TeleRoss,
in conjunction with regional joint venture partners, has installed approximately
30 kilometers of fiber optic cable in three cities and plans to install an
aggregate of approximately 100 kilometers of additional fiber optic cable in up
to an additional 6 cities over the next 21 to 27 months. Customers who obtain
local phone numbers from TeleRoss's venture partners are directly interconnected
to the local telephone company and to the Company's long distance network and
Sovintel's international gateway and may obtain a broad range of value-added
services offered by the Company.

Customers and Pricing. TeleRoss's customers include businesses and other
telecommunications service providers such as carriers, PTOs, cellular operators,
Sovintel and Sovam. TeleRoss's business customers consist of large multinational
and Russian businesses in each of the regions it services, as well as medium and
small-sized businesses. Between 1993 and mid-1996, consumer prices in TeleRoss's
industry increased significantly as a result of Rostelecom raising its prices in
an effort to raise capital for investment and development of its network
infrastructure, although prices have stabilized over the past years and
Rostelecom has indicated that it plans to decrease prices by up to 10% during
1998. During the first six months of 1998, TeleRoss increased sales to carriers,
which sales were made at wholesale rates, resulting in a decrease in the average
rate per minute for TeleRoss. TeleRoss strategically prices its domestic long
distance services at a slight premium over similar services offered by
Rostelecom to account for a higher quality of service, but in line with the
prices offered by regional competitors.

TeleRoss primarily bills its customers in rubles and receives remittances
in rubles. To the extent permitted by law, payment is made either in U.S.
Dollars or in rubles at the ruble/dollar exchange rate at the time of payment,
plus a conversion change in order to minimize the impact of currency
fluctuations. To the extent it receives remittances in rubles, TeleRoss will
have higher ruble cash and receivable balances which will expose it to
correspondingly greater exchange risks. See "Risk Factors -- Currency and
Exchange Risks." In addition, due to the ruble devaluation that was part of the
August 17 Decision and the attendant scarcity of U.S. Dollars, there may be a
lower general level of remittances to TeleRoss in U.S. Dollars.

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Sales and Marketing. TeleRoss markets its services to carriers and
businesses through direct sales channels. As of June 30, 1998, TeleRoss employed
43 sales and marketing personnel, approximately 16 of whom are based in Moscow
with the remainder deployed regionally to identify and contact prospective
customers. The Moscow-based sales and marketing personnel are organized into
industry groups in order to better identify and serve customer needs. Each
region is typically served by one or two sales representatives. TeleRoss's sales
efforts are supported by market research and promotional activities carried out
at the joint venture level and tailored to the specific market base of each
region. TeleRoss's marketing strategy is to attract carrier customers by
focusing on those carriers with high volume minutes operating in regions where
TeleRoss has a competitive advantage. Through cross-marketing agreements with
Sovintel and Sovam, TeleRoss markets many of the other service offerings of
GTS's Russian businesses to customers throughout its service regions. Billing
functions and the monitoring of quality control and technical issues are
performed centrally through the Moscow-based hub.

Ownership and Control. TeleRoss consists of the TeleRoss Operating Company,
and the 50% beneficially owned TeleRoss Ventures. GTS controls TeleRoss
Operating Company (which holds the network license) and co-manages the TeleRoss
Ventures under the terms of the applicable TeleRoss Ventures' foundation
agreements and charters. Under some of these charters, GTS generally has the
right to designate the Chairman of the board of directors, and GTS's local
partner has the right to designate the Deputy Chairman, for the first two-year
term (and thereafter GTS and the local partner nominate the Chairman and Deputy
Chairman for approval by the entire board on a rotating basis). The foundation
agreements and charters do not have expiration dates. While GTS has significant
influence within these ventures, decisions, including the decision to declare
and pay dividends, are generally subject to GTS's partner's approval. See "Risk
Factors -- Dependence on Certain Local Parties; Absence of Control." Neither GTS
nor its respective joint venture partners are obligated to fund operations or
capital expenditures of the TeleRoss Ventures. Losses and profits are allocated
to the partners in accordance with their ownership percentages, in consideration
of funds at risk. As of June 30, 1998, GTS and its partners had each made equity
contributions aggregating $1.9 million to the various TeleRoss Ventures.
Contributions made by the partners include contributions of cash and intangible
assets, such as licenses. In addition, the various TeleRoss Ventures had
outstanding loans and interest of $0.55 million to GTS and $2.36 million to
Citibank as of June 30, 1998. In addition, as of June 30, 1998, GTS had made
equity contributions of $5.8 million to the TeleRoss Operating Company and the
TeleRoss Operating Company had outstanding loans and interest of $35.1 million
to GTS and $3.2 million to Citibank. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Accounting
Methodology -- Profit and Loss Accounting."

SOVAM

Sovam is a venture that is wholly owned by GTS. Sovam was founded in 1990
as a venture equally owned by GTS and the Institute for Automated Systems
("IAS"). In 1992, Cable & Wireless acquired a 33% ownership interest in Sovam,
which interest was subsequently acquired by GTS in 1994, bringing GTS's
ownership interest to 66.7%. GTS purchased IAS's interest in Sovam in February
1998, thereby making Sovam a wholly owned subsidiary of GTS. Sovam provides
high-speed data communications services, electronic mail and database access
over a high-speed packet/frame relay network in 43 major Russian and CIS cities.
Sovam also offers Russia On Line, the first Russian language Internet service,
which provides direct access to the Internet as well as access to a wide range
of local and international information services and databases. (Russia On
Line(TM) is a trademark of the Company.) As of June 30, 1998, Sovam had
approximately 1,549 data service customers and approximately 3,950 Russia On
Line customers (which includes approximately 480 trial subscribers). Sovam
employed approximately 157 persons in Moscow and other regions of the CIS as of
June 30, 1998. Sovam provides equipment and maintains marketing and technical
support personnel at each location either through its own infrastructure or
through the infrastructure of partners, including TeleRoss.

In addition to serving the Moscow and St. Petersburg markets, Sovam
co-locates its operations with the TeleRoss Ventures, offering its services in
all TeleRoss cities, and also serves 30 additional cities in Russia and the CIS.
Sovam operates under its own license within Russia while services elsewhere in
the CIS are provided

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through applicable local partner licenses. The local partners of the TeleRoss
Ventures provide facilities, assist in the provision of leased lines to Sovam
customers that allow them to connect with Sovam's local data switches and also
provide technical support. Sovam utilizes Sovintel's international capabilities
and, in TeleRoss-served locations, TeleRoss's satellite overlay network, to take
data through its local data switches and over the leased lines to its customers.
Customers may obtain virtual private data networks without investing in,
acquiring, installing and maintaining their own network nodes and switches.

The following table sets forth certain operating data related to Sovam's
operations:

AT AND FOR THE
AT AND FOR THE YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
-------------------------- ----------------
1995 1996 1997 1997 1998
------ ------ ------ ------ ------

BASIC DATA SERVICE
Percentage of Total Sovam Revenue... 91% 79% 81% 80% 82%
Number of Customers................. 1,587 1,726 1,571 1,748 1,549
Average Revenue Per Month Per
Customer......................... $ 201 $ 446 $ 728 $ 604 $1,025
Number of Cities in Service......... 11 25 30 29 43
EQUIPMENT AND HARDWARE SALES
Percentage of Total Sovam Revenue... 8% 14% 8% 10% 7%
RUSSIA ON LINE SERVICE
Percentage of Total Sovam Revenue... 1% 7% 11% 10% 11%
Number of Subscribers(1)............ 407 1,854 3,159 3,091 3,474
Average Revenue Per Month Per
Subscriber....................... $ 49 $ 52 $ 64 $ 65 $ 70

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

(1) In addition to the subscribers included above, Sovam frequently connects
potential Russia On Line subscribers on a complimentary one-month trial
basis. As of June 30, 1998, there were approximately 480 such potential
subscribers.

Services. Sovam's service offerings are comprised of data services,
equipment and hardware sales and its Russia On Line services.

- Data Services. Sovam provided high speed connectivity, electronic mail,
database access and fax services to approximately 1,549 customers as of
June 30, 1998, in Russia and the CIS. Sovam customers can use electronic
mail systems to send and receive messages and data and to access public
and private data networks (including the Internet) worldwide. Customers
may obtain virtual private data networks without investing in, acquiring,
installing and maintaining their own network nodes and switches. In
addition, Sovam offers its customers value-added data services. For
example, Sovam offers "one-stop shopping" for hardware, software,
installation and maintenance support and products such as "SovamMail," an
e-mail service which allows customers to use Sovam's data network to send
telex or facsimile messages to overseas recipients worldwide. Data
services are currently available in 43 cities throughout Russia and the
CIS, including Moscow, St. Petersburg, each of the cities served by
TeleRoss and some cities outside of the TeleRoss network.

- Equipment and Hardware Sales. Sovam sells communications equipment and
hardware, and provides related installation, maintenance and support
functions, to its customers. Sovam's primary customers in the equipment
and hardware market are banking clients who use the equipment to
interface with Sovam's network.

- Russia On Line. Russia On Line is the first Russian language, as well as
the first dual language, graphical user interface online service for
accessing domestic and international information sources designed to
appeal to a wide commercial audience. This service, which is distributed
via GTS's domestic long distance infrastructure, provides customers with
access to international databases

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(including the Internet), as well as an array of proprietary Russian and
English language information services, such as news stories and market
updates. Sovam had 3,950 Russia On Line subscribers (which includes
approximately 480 trial subscribers) as of June 30, 1998. Sovam has
developed a modified version of Netscape's Internet browser, which
utilizes the Cyrillic alphabet, as part of its Russia On Line package.
Sovam's enhanced Russian version of Netscape's browser is provided by
Sovam to its customers under a distribution agreement with Netscape. In
addition, Sovam has also entered into agreements with equipment
manufacturers, including an affiliate of Motorola, to include Russia On
Line software with their products.

Customers and Pricing. Sovam's data communications customers consist
primarily of banking and financial services organizations and large
multinational companies, while Sovam's Russia On Line customers consist of a
wide variety of commercial enterprises. Sovam's customer base may be adversely
affected by continued deterioration in the political and economic environment in
Russia. See "Risk Factors -- Risks Relating to Russia and the CIS." Sovam
charges customers an installation fee when service is commenced and a charge for
any equipment which is installed. Thereafter, customers are billed on a monthly
basis for leased line fees, port access charges and charges for data and Russia
On Line services rendered during the month. Data services are priced on a
two-tier structure with high volume users generally negotiating a flat-rate fee
and lower volume users paying a volume-based fee which on average was $446 and
$728 per subscriber in 1996 and 1997, respectively. Russia On Line customers pay
a fixed monthly access charge plus an additional volume-based fee. Customers are
billed in dollars and payment is remitted in rubles and, to the extent permitted
by law, in dollars, with a 2% to 5% conversion fee added to ruble-denominated
payments. To the extent it receives remittances in rubles, Sovam will have
higher ruble cash and receivable balances which will expose it to
correspondingly greater exchange risks. See "Risk Factors -- Currency and
Exchange Risks." In addition, due to the ruble devaluation that was part of the
August 17 Decision and the attendant scarcity of U.S. Dollars, there may be a
lower general level of remittances to Sovam in U.S. Dollars.

Sales and Marketing. Sovam employs a dedicated sales and marketing force
comprised of three non-Russian nationals and 31 Russian nationals, 26 of which
are based in Moscow with the remainder deployed in the other Russian and CIS
regions. Salespersons are paid a fixed salary supplemented by sales commissions
and performance-based bonuses. Sovam's sales efforts are focused primarily on
the banking and financial communities and large multinational companies,
although small- and medium-sized entities are also emerging as potential Sovam
customers. Bundled service packages, which include Sovam's data and Internet
service, Sovintel's international service and TeleRoss's long distance service,
are frequently marketed together in order to offer customers a comprehensive
telecommunications solution. In addition to data communications services, Sovam
offers its customers hardware, installation and maintenance service and is a
distributor of Northern Telecom equipment.

Ownership and Control. At December 31, 1997, GTS owned 66.7% of Sovam and
IAS owned the remaining 33.3%. GTS purchased IAS's interest in Sovam in February
1998, thereby making Sovam a wholly owned subsidiary of GTS. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operation -- Accounting Methodology -- Profit and Loss Accounting."

GTS CELLULAR

GTS Cellular operates three cellular businesses in Russia and Ukraine. In
Russia, GTS has a wholly owned subsidiary Vostok Mobile (which is organized in
The Netherlands), which currently operates AMPS cellular companies in Russian
regions located primarily west of the Urals under the trade name Unicel. Vostok
Mobile owns between 50% and 100% of these cellular joint ventures (the "Unicel
Ventures") in Russia. In addition, GTS intends to enter into the cellular
markets of additional Russian regions through its Vostok Mobile venture. GTS
also participates in PrimTelefone, a 50%-owned joint venture that operates an
NMT network in Vladivostok and four other cities in the Primorsky region of
Russia. In Ukraine, GTS has an approximately 57% beneficial interest in
Bancomsvyaz which operates a GSM-1800 cellular network in Kiev, and an
international overlay network in Ukraine. GTS Cellular entities possess licenses
covering major Russian and Ukrainian markets (excluding Moscow and St.
Petersburg) with an aggregate 1997 population of approximately 48 million
people.
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GTS currently offers cellular services in the following regions as of June
30, 1998:

GTS'S
OPERATING ECONOMIC NUMBER OF
COMPANY INTEREST(1)(2) CITY SUBSCRIBERS
--------- -------------- ---- -----------

RUSSIA
Vostok Mobile(2)
Arkhangelsk Mobile Networks.......... 50.0% Arkhangelsk 812
Astrakhan Mobile..................... 50.0% Astrakhan 1,500
Altaisvyaz(3)........................ 50.0% Barnaul 368
Chuvashi Mobile...................... 70.0% Cheboksary 1,467
Lipetsk Mobile....................... 70.0% Lipetsk 1,554
Murmanskaya Mobilnaya Set............ 50.0% Murmansk 1,689
Penza Mobile......................... 60.0% Penza 915
Saratov Mobile....................... 50.0% Saratov 2,416
Parma Mobile......................... 50.0% Syktyvkar 620
Volgograd Mobile..................... 50.0% Volgograd 1,976
Votec Mobile......................... 50.0% Voronezh 2,472
Mar Mobile........................... 50.0% Yoshkar-ola 582
Novotel(4)........................... 100% Novgorod 94
PrimTelefone............................ 50.0% Vladivostok(5) 7,564
UKRAINE
Bancomsvyaz............................. 56.8%(6) Kiev 7,712
------
Total........................... 31,741
------

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

(1) Represents the indirect economic interest of GTS in each entity.

(2) Prior to September 26, 1997, GTS owned 62% of Vostok Mobile. On September
26, 1997, GTS acquired the minority interest in Vostok Mobile, making Vostok
Mobile a wholly owned subsidiary of GTS. Vostok Mobile owns between 50% and
100% of a series of 13 operational cellular joint ventures in various
regions in Russia. As of June 30, 1998, certain subsidiaries of the Company
have obtained licenses to act as a cellular operator in the cities of
Bryansk, Kostroma, Yaroslavl, Ufa and Ivanovo. As of June 1998, the Company
has not yet begun to provide services in these cities. Moreover, GTS intends
to enter into the cellular markets of additional Russian regions through its
Vostok Mobile venture. In June 1998, the Company entered into a non-binding
letter of intent to acquire an approximately 80% interest in a Russian
company which is operating and developing cellular operations in the
Khabarovsk, Kamchatsk and Amursk regions. The transaction is subject to
conditions including the completion of due diligence, execution of
definitive agreements and Anti-Monopoly Committee approval.

(3) Joint venture acquired in October 1997; cellular operations commenced in
February 1998.

(4) Acquired and started commercial service in April 1998.

(5) Includes Vladivostok and four other cities in the Primorsky region.

(6) The Company has completed a restructuring of the capital and ownership of
Bancomsvyaz, which gives GTS an approximately 57% beneficial ownership.

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The following table sets forth certain operating data related to GTS
Cellular's operations:

AT AND FOR THE
AT AND FOR THE SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
------------------ -----------------
1996 1997 1997 1998
------- ------- ------- -------

Vostok Mobile
Total Subscribers............................ 6,884 13,561 8,930 16,465
Average Revenue Per Subscriber Per Month..... $ 128 $ 133 $ 137 $ 132
Minutes of Use(1)(thousands)................. 10,561 27,771 11,506 17,593
Population Covered by Licenses (thousands)... 18,400 18,400 18,400 30,192
Population Covered by Networks (thousands)... 6,500 6,500 6,500 8,192
Subscriber Penetration of Population Covered
by Networks............................... 0.11% 0.21% 0.14% 0.20%
PrimTelefone
Total Subscribers............................ 2,822 6,152 3,712 7,532
Average Revenue Per Subscriber Per
Month(2).................................. $ 236 $ 188 $ 193 $ 187
Minutes of Use(1)(thousands)................. 6,919 14,270 5,378 11,376
Population Covered by Licenses (thousands)... 2,200 2,270 2,200 13,334
Population Covered by Networks (thousands)... 1,175 1,175 1,175 1,175
Subscriber Penetration of Population Covered
by Networks(2)............................ 0.24% 0.52% 0.32% 0.64%
Bancomsvyaz
Cellular Network Total Subscribers........... 121 3,664 852 7,712
Average Revenue Per Subscriber Per Month..... $ 62 $ 160 $ 181 $ 142
Minutes of Use(1)(thousands)................. 9 5,085 967 13,471
Population Covered by Licenses (thousands)... 4,500 4,536 4,500 4,536
Population Covered by Networks (thousands)... 1,669 2,507 1,669 2,507
Subscriber Penetration of Population Covered
by Networks............................... 0.01% 0.15% 0.05% 0.22%
Overlay Network
Minutes of Use(1)(thousands)................. -- 4,909 721 7,588
Number of Ports.............................. -- 751 293 1,254
Average Revenue Per Minute................... -- $ 0.34 $ 0.36 $ 0.26

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

(1) Includes minutes among affiliates.

(2) Operating data is calculated using active subscribers only.

Vostok Mobile. Through Vostok Mobile, GTS currently operates 13 cellular
joint ventures in Russia. Vostok Mobile owns between 50% and 100% interests in
each of the 13 Unicel Ventures with, in most cases, regional telephone companies
owning the remaining ownership interest. The Unicel Ventures each operate an
AMPS-based cellular network, which was chosen principally because of the lower
licensing fees and equipment costs associated with AMPS operations. The Company
believes that the Unicel Ventures' AMPS-based networks can be upgraded to
digital AMPS ("D-AMPS") for an incremental capital investment. Cellular networks
which utilize digital technology, such as D-AMPS, DCS and GSM offer several
advantages over analog technology including improved overall signal and sound
quality, improved call security, potentially lower incremental infrastructure
costs for additional subscribers and the ability to provide enhanced data
transmission services, such as facsimile and e-mail. Digital technology also
provides increased system capacity. The ventures intend to convert to D-AMPS at
such time as there exists sufficient competitive pressures and/or market demand
for digital services to merit the additional investment.

AMPS technology is widely used by other cellular networks throughout
Russia, making roaming commercially feasible. The Unicel Ventures have entered
into roaming agreements with other AMPS-based cellular providers, which allow
their subscribers to manually roam throughout Russia. Manual roaming, as opposed
to automated roaming, requires subscribers to notify their local cellular
providers of their travel plans in order to receive roaming capability. In the
first quarter of 1998, Vostok Mobile, Vimpelcom and Millicom entered into an
agreement in principle to cooperate to establish a clearing center to support
nationwide AMPS

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roaming by the first quarter of 1999. Since executing the agreement, such
operators, in conjunction with other AMPS operators, have been cooperating with
Goskomsvyaz to define the terms and conditions under which AMPS operators may
offer automated roaming services under their current licenses. The Company is
unable to predict the final terms and conditions under which AMPS operators will
be allowed to offer automated roaming, but believes that the clearing center
will be established and that AMPS operators will be permitted to introduce
automated roaming in the first quarter of 1999 pursuant to appropriate
amendments to their licenses.

The Unicel Ventures, collectively, are licensed to provide cellular service
to regions with an aggregate population of approximately 30.2 million people and
the cellular networks of these ventures cover populations of approximately 8.2
million people. Over the next five years, Vostok Mobile plans to expand the
coverage of the cellular networks to approximately 17.7 million people.

Each region in which the Unicel Ventures operates, has the potential for
five licensed operators, including one operator for each of the AMPS, NMT and
GSM cellular standards and two operators in the DCS cellular standard, and the
Company is experiencing increased competition and expects such competition to
increase further. Each of the Unicel Ventures operates independently within
uniform guidelines established by Vostok Mobile. The Unicel Ventures employ
local engineering and marketing personnel, which helps the ventures maximize
their presence in their respective markets and maintain quality control. Vostok
Mobile and its ventures employed approximately 443 persons as of June 30, 1998,
with 384 persons employed regionally.

PrimTelefone. GTS's cellular operations in Vladivostok are conducted
through PrimTelefone, a 50% owned GTS subsidiary, with the local electrosvyaz
owning the remaining 50%. PrimTelefone began operations in 1995 and operates an
NMT-450 network in Vladivostok and four other cities in the Primorsky region.
PrimTelefone entered and penetrated the Vladivostok market by leveraging its
network design and full interconnection with the city telephone network. As a
result, PrimTelefone's total subscriber base has grown to 7,532 (including 5,682
active subscribers) as of June 30, 1998, capturing half of the Vladivostok
cellular market. PrimTelefone has also updated its billing system, which allows
it to offer automated roaming. PrimTelefone competes with a GSM operator and an
AMPS operator, both of which are fully interconnected to the city telephone
network and provide wide city coverage. PrimTelefone employs approximately 65
persons which include dedicated sales, marketing and customer service personnel.

PrimTelefone holds a license for NMT 450I and GSM-1800 to provide cellular
service to a region having a population of approximately 13.3 million people
and, as of June 30, 1998, its cellular network covered an area with a population
of approximately 1.2 million people. PrimTelefone received the GSM-1800 license
for the Russian Far East in April 1998. PrimTelefone plans to expand its NMT
network's coverage to approximately 1.7 million people and to deploy a GSM-1800
network to include all major population centers in Buryatia, Yakutia,
Khabarovsk, Primorye, Amur, Irkutsk, Chita, Kamchatka, Magadan, Sakhalin,
Ust-Ordyn Buryat, Aginskoye Buryat, Koryak and Chukotka (the "Russian Far East")
over the next five years.

On April 27, 1998 the Primorsky Krai Gossvyaznadzor, the local authority
responsible for monitoring compliance with regulatory and technical norms
("PKGCN"), issued three letters to PrimTelefone concerning certain compliance
irregularities (the "PKGCN Letters"). As requested in the PKGCN Letters, on
April 28, 1998 PrimTelefone's management submitted a compliance plan to the
PKGCN specifying measures to be undertaken to bring PrimTelefone's network into
compliance with Gossvyaznadzor requirements and a timetable for doing so. On
April 29 the PKGCN agreed to the compliance plan. To date, PrimTelefone's
management has continued to timely perform its obligations under the compliance
plan and believes that the plan will be completed on schedule. PrimTelefone's
management has obtained approvals for new frequency plans for certain base
stations cited in the PKGCN orders. See "-- Russia and the CIS -- GTS
Cellular -- Licenses and Regulatory Issues."

On May 13, 1998, a local division of the Primorsky Krai Ministry for
Internal Affairs opened a criminal investigation under Article 327 of the
Russian Federation Criminal Code against certain employees of PrimTelefone
concerning the use of forged state documents in connection with an application
for a frequency plan submitted (and subsequently abandoned) by PrimTelefone (the
"PKMIA Investigation"). On June 22,
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1998, several employees of PrimTelefone, among others, were interviewed by a
militia investigator in connection with this matter. PrimTelefone's management
intends to cooperate fully in this investigation.

Although no assurance can be provided, the Company does not believe that
either the PKGCN Letters or the PKMIA Investigation will have a material adverse
effect on the Company's business, results of operations or financial condition.

Bancomsvyaz. GTS owns 75% of an intermediate holding company which holds an
approximately 49% interest in Bancomsvyaz, giving GTS an indirect approximately
37% economic interest in Bancomsvyaz. The remaining approximately 52% interest
in Bancomsvyaz is owned by three Ukrainian companies and a Ukranian national.
One of the Ukrainian companies, which is a wholly owned indirect subsidiary of
GTS, owns 20% of Bancomsvyaz. As a result, GTS's total economic interest in
Bancomsvyaz is approximately 57%. Bancomsvyaz is co-managed by GTS and its
Ukrainian partners, with such partners appointing the General Director and GTS
appointing the Chief Operating Officer, Chief Financial Officer and two Business
Line directors. The current General Director has been active in the development
of the telecommunications industry in Ukraine. Through Bancomsvyaz, GTS
participates in the operation of a cellular network and an international overlay
network. With approximately 122 employees, Bancomsvyaz markets its services and
closely monitors technical and quality-related issues.

Cellular network. Bancomsvyaz operates a cellular network in Kiev under the
trade name Golden Telecom GSM. The operation utilizes DCS-1800 cellular
technology and operates under a cellular license that covers Kiev City and Kiev
Oblast. Bancomsvyaz began cellular operations in 1996 by covering the city
center of Kiev and expanded its coverage to include the entire city in 1997.
Bancomsvyaz provides GSM cellular roaming with 25 cellular operators worldwide,
with the majority of roaming traffic coming from European countries. Roaming
agreements have also been signed with another nine operators and the Iridium
consortium.

Bancomsvyaz holds a license to provide cellular service to a region having
a population of approximately 4.5 million people and, as of June 30, 1998, its
cellular network covered an area with approximately 2.5 million people.
Bancomsvyaz plans to expand its network's coverage to approximately 3.2 million
people over the next five years.

Overlay network. Bancomsvyaz provides local exchange carrier services and
international gateway services through its overlay network in Kiev. Bancomsvyaz
currently owns and operates a partitioned mobile switch for both its cellular
and overlay businesses. A second switch has been ordered and was commissioned in
September 1998. All future overlay traffic will be on this switch.

Bancomsvyaz has 14 central offices in the city and also provides last mile
connections (both copper and fiber optic) from the central offices to customers.
A 50-kilometer fiber optic ring consisting of a main loop and two sub-rings has
been constructed in Kiev. By year-end Bancomsvyaz plans to extend the total
fiber optic network to 69 kilometers. Local traffic is routed to the local
telephone network. International outgoing and incoming traffic is routed via
fiber optic cable to the GTS-Monaco Access international gateway, Sovintel in
Moscow and several other international operators. Bancomsvyaz emphasizes its
high quality service and markets primarily to multinational companies, real
estate developers and hotels. Bancomsvyaz is also negotiating with several
international operators to provide other access routes for international
outgoing and incoming traffic.

Sales and Marketing. The GTS Cellular entities have direct sales teams and
have also entered into agreements with local distributors to more effectively
reach their target markets. Particular emphasis is placed on product branding.
Vostok Mobile's sales and marketing efforts are focused on the branding of its
trade name, Unicel, which is marketed and promoted at the local level by each of
the Unicel Ventures. By promoting the Unicel trade name, local ventures can
emphasize their relationships with Vostok Mobile and the other Unicel Ventures,
allowing customers to view the Unicel Ventures as integrated parts of a large
cellular organization rather than as lone, independent operators. Bancomsvyaz
operates under the trade name Golden Telecom.

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Customers and Pricing. GTS Cellular's customers are primarily large,
mid-sized and start-up businesses and wealthy individuals. Increases in the
number of customers for GTS Cellular's ventures are typically linked to the
economic health of the region in which such venture operates. Cellular service
is generally a premium service in the cities in which GTS Cellular operates and
is priced as such. Each venture begins with at least two tariff plans, a
"standard" tariff plan and a "premium" tariff plan, which includes a fixed
amount of airtime at a discounted per-minute rate. Each plan prices late night
and weekend calls at off-peak rates. The Company expects that prices will
decrease as competition increases. Connection fees are minimized in order to
reduce license fees in AMPS regions (which are partially calculated by reference
to connection fees), as well as to keep market entry costs low. Value-added
services, such as call forwarding and conference calling, when available, are
priced nominally and discounted when sold in packages. Cellular accounts are
recorded in dollars and customers remit payment in rubles at the exchange rate
on the date of the bill and, in instances permitted by law, in dollars. Payments
in rubles are applied at the rate of exchange on the date of payment. In order
to lessen risks to its receivables, the Company and its cellular ventures
require advance payment from all customers with prepayments averaging
approximately $200 per customer or six to eight weeks of service. To the extent
it has remittance in rubles, GTS Cellular will have higher ruble cash and
receivables balances which will expose it to correspondingly greater exchange
risks. See "Risk Factors -- Currency and Exchange Risks." In addition, due to
the ruble devaluation that was part of the August 17 Decision and the attendant
scarcity of U.S. Dollars, there may be a lower general level of remittances to
GTS Cellular in U.S. Dollars.

Ownership and Control. GTS Cellular's Russian operations (except for the
Vladivostok operations) are conducted through ventures that are owned between
50% and 100% by Vostok Mobile, a wholly owned subsidiary of GTS. GTS Cellular's
Vladivostok and Ukrainian operations are conducted through ventures which
require partner approval for most decisions. The applicable foundation
agreements and charters do not have expiration dates. See "Risk
Factors -- Dependence on Certain Local Parties; Absence of Control." Neither GTS
nor any of its respective partners in its Vladivostok or Ukrainian operations
are obligated to fund operations or capital expenditures. Losses and profits of
all such ventures are allocated to the partners in accordance with their
ownership percentages, in consideration of funds at risk. As of June 30, 1998,
GTS and its partners had made equity contributions aggregating $15.8 million and
$15.3 million, respectively, to the various GTS Cellular Ventures. Contributions
made by the partners include contributions of cash and intangible assets, such
as licenses. In addition, the various GTS Cellular Ventures had outstanding
loans of $21.5 million to GTS as of June 30, 1998. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Accounting
Methodology -- Profit and Loss Accounting."

LICENSES AND REGULATORY ISSUES

Telecommunications operators in Russia are nominally subject to the
regulations of the Regional Communications Committee (the "RCC"). As a practical
matter, national telecommunications authorities of the individual CIS countries
and certain regional and local authorities generally regulate telecommunications
operators in their markets through their power to issue licenses and permits.

The Communications Law sets out a comprehensive legal and regulatory
framework for the sector. It also sets forth general principles for the right to
carry on telecommunications activities, describes government involvement in
telecommunications regulation and operation, establishes the institutional
framework involved in regulation and administration of telecommunications, and
deals with various operational matters, such as ownership of networks,
protection of fair competition, interconnection, privacy and liability. This
institutional framework is implemented by separate legislation.

Licenses to provide telecommunications services are issued by the MOC on
the basis of a decision by the Licensing Commission at the MOC. No new licensing
regulations have been issued since the enactment of the Communications Law and
in practice the MOC continues to issue licenses based on the Licensing
Regulations. Under the Licensing Regulations, licenses for rendering
telecommunications services may be issued and renewed for periods ranging from 3
to 10 years and several different licenses may be issued to one person. Once the
licenses are received, the licensee is required to register its right to hold
and operate under the license with Gossvyaznadzor, the national authority
responsible for monitoring compliance with regulatory and technical norms.
Renewals may be obtained upon application to the MOC and verification by
appropriate
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government authorities that the licensee has conducted its activities in
accordance with the licenses. Officials of the MOC have fairly broad discretion
with respect to both the issuance and renewal procedures. Both the
Communications Law and the Licensing Regulations provide that a license may not
be transferred. Regional authorities directly influence the issuance of AMPS
licenses because AMPS has been designated a "regional standard." In August 1995,
the Russian government created Svyazinvest, a holding company, to hold the
federal government's interests in the majority of Russian local
telecommunications operators. Such entities at the oblast and krai levels
(administrative regions within Russia) and two cities -- Moscow and St.
Petersburg -- exercise significant control over their respective local telephone
networks.

License procedures for the Company's cellular services include frequency
licensing from the MOC through a two step process. A license must first be
obtained from the MOC for permission to operate mobile cellular services on a
commercial basis in a specific standard and frequency bandwidth. Thereafter, an
approval to use specific frequencies within the band must be received from the
State Radio Frequencies Commission. Once the licenses are received,
Gossvyaznadzor confirms the rights of an operator to offer radio frequency
transmissions on specific frequencies, administers type acceptance procedures
for radio communications equipment and monitors compliance with licensing
constraints. In each instance, the Company is required to obtain additional
licenses and permits with respect to the use of equipment and the provision of
services.

Telecommunications laws and regulations in Ukraine are similar in many
respects to those of Russia but are subject to greater risks and uncertainties.
Regulations currently prohibit foreign entities from directly owning more than
49% of any telecommunications operating company. GTS's Ukrainian joint venture
agreements provide it with the option of purchasing an additional one percent of
the cellular network if these rules are liberalized. The Ukrainian government
has proposed substantial frequency permit fees in connection with providing GSM
service in Ukraine, and Bancomsvyaz has paid a $2.9 million frequency license
fee on Bancomsvyaz's license. There can be no assurance that additional fees
will not be imposed in the future. See also "Risk Factors -- Risks Relating to
Russia and the CIS."

GTS's subsidiaries and ventures hold the following licenses in Russia and
Ukraine:

Switched Services. In Russia, the Company holds two licenses. The
first license was reissued to Sovintel in November 1996 and authorizes
Sovintel to operate as an international overlay network with the ability to
interconnect with the Moscow region and St. Petersburg public switched
telecommunications network ("PSTN"). This license ultimately requires
Sovintel to provide service to at least 50,000 subscribers and expires in
May 2000. It was amended in February 1997 to cover the Leningrad region.
The second license was reissued to SFIT, Ltd., a wholly owned subsidiary of
GTS in February 1997, for provision of intercity services in 39 regions and
in Moscow with ability to interconnect with the PSTN. In Kiev, Ukraine, the
company holds a license for provision of overlay network services,
including international services, in the name of its affiliate,
Bancomsvyaz. In addition, Sovintel is an ITU recognized private operating
agency ("RPOA"), which enables it to maintain a separate dialing code
(7-501) that can be directly dialed from over 170 countries. Sovintel's
status as an RPOA also enables it to terminate calls directly with other
operators.

Leased Circuits. In September 1996 the MOC issued to Sovintel a
five-year license to lease local, intercity and international circuits in
the territory of Moscow, Moscow region and St. Petersburg, valid until
September 2001. The total number of circuits leased is in excess of 500 and
may be increased up to a total authorized capacity of 2,500.

Data Services. In August 1996, the MOC reissued to Sovam a 2 1/2-year
license, effective July 1996, to provide data transmission services via a
dedicated network to a number of oblasts and other regions covering a large
portion of Russia. The license permits a network capacity of not less than
5,000 customers, allows it to interconnect with other data transfer
networks in Russia, and expires January 1, 1999. The Company's purchase of
IAS's 33.3% interest in Sovam requires that Sovam re-register its license.
The Company expects that the license will be re-registered.

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Local Access Services. In January 1997, the MOC licensed TCM to
provide local telephone service in Moscow to not less than 100,000
subscriber local access lines. The license expires in May 2006. TCM has
received authorization from the MOC to construct an additional 50,000
numbers. TCM has also completed negotiations with MGTS to interconnect
these numbers with the MGTS network. TCM is currently discussing with the
MOC whether an amendment to its license is necessary to add these numbers
to its license.

Cellular Services. In connection with cellular operations, Russian law
apportions the responsibility for regulating and licensing cellular
businesses between national and regional regulators. National
telecommunications regulators have been assigned the responsibility of
regulating and licensing cellular businesses utilizing the GSM and NMT-450
cellular standards prevalent in Europe. These regulators have auctioned
licenses to provide these services to a number of ventures that have
included large, well capitalized western telecommunications providers such
as U S WEST and Nokia during the last four years. Regional
telecommunications authorities have been given the rights to supervise the
observance of licenses by cellular businesses utilizing AMPS cellular
standard service. However, AMPS licenses are issued by the MOC based on the
recommendations of regional administrations. GTS believes that, in many
instances, cellular operators obtaining AMPS standard licenses,
particularly those in second tier cities, pay license fees that are lower
than those paid for the GSM and NMT-450 "national standards". Licenses for
cellular providers have a term of approximately 10 years.

The Company's 14 Russian cellular companies have licenses which expire
between 2005 and 2007. One of the companies initially received an operating
license in 1994, six companies initially received an operating license in
1995, five companies initially received an operating license in 1996 and
one company initially received an operating license in 1997. Additionally,
Vostok Mobile has received licenses for five cities where it intends to
begin operations later this year.

On April 27, 1998 the PKGCN issued the PKGCN Letters to PrimTelefone.
On April 28, 1998, PrimTelefone's management submitted a compliance plan to
the PKGCN specifying measures to be undertaken to bring PrimTelefone's
network into compliance with Gossvyaznadzor requirements and a timetable
for doing so. On April 29 the PKGCN agreed to the compliance plan. To date,
PrimTelefone's management has performed timely its obligations under the
compliance plan and believes that the plan will be completed on schedule.
PrimTelefone's management has obtained licenses for new frequency plans for
certain base stations cited in the PKGCN Letters. PrimTelefone received the
GSM-1800 license for the Russian Far East in April 1998. See "-- Russia and
the CIS -- GTS Cellular -- PrimTelefone."

Bancomsvyaz holds a license for provision of DCS-1800 mobile services
in the Kiev oblast.

COMPETITION

Overview. GTS faces significant competition in virtually all of its
existing telecommunications businesses in the CIS. Many of the Company's
competitors and potential competitors, which include large multinational
telecommunications companies, have substantially greater financial and technical
resources than the Company and have the ability to operate independently or with
global or local partners and to obtain a dominant position in these markets. The
Company believes that it has certain competitive advantages in each of these
markets because of its operating history, its ability to bundle a broad range of
telecommunications services in the region and its ability to make rapid
decisions in pursuing new business opportunities and addressing customer service
needs. The Company also believes that its local partnerships and reliance on
nationals in the management of its businesses and joint ventures provide it with
better knowledge of local political and regulatory structures, cultural
awareness and access to customers.

International Services. Sovintel faces significant competition from more
than ten other existing service providers in Moscow, including Rostelecom and
joint ventures between local parties and multinational telecommunications
providers. Large competitors include the "Combellga" joint venture, an RPOA
operator in which Alcatel and the Belgian PTO participate as foreign investors,
"Comstar", a joint venture between GPT Plessey and MGTS, providing services
similar to those provided by the Company, TelMos, a joint
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venture between AT&T, MGTS, Global One, through its Moscow based ventures, and
Peterstar, in Petersburg, which is part of the PLD Telekom group. Several
smaller companies, such as DirectNet, and Aerocom provide high-volume and
carrier's carrier services in Moscow. Bancomsvyaz competes in the switched
international traffic market with the Kiev electrosvyaz and UTel, a joint
venture that includes Western partners with substantial capital and technical
resources who together hold a dominant share of the Kiev market. The Company
expects that market consolidation will take place among the competitive field in
international services.

Domestic Long Distance Services. The Company believes its major competitors
in the Russian domestic long distance market consist of Rostelecom, the
electrosvyazs, including those which are partners in the Company's TeleRoss
Ventures, and a variety of ventures that include foreign partners with
substantial financial resources. The most significant of such competitors
include: Global One, through its regional operations; Rustel, a venture that
includes Rostelecom, other Russian partners and International Business
Communication Systems, a Massachusetts telecommunications firm; Belcom, a
private company in which Comsat has a majority interest and which provides VSAT
services primarily to the energy sector; Satcom, a Russian joint venture
licensed to provide local, long distance and international service over private
and public switched networks; Teleport TP, a satellite overlay company jointly
owned by Rostelecom and Petersburg Long Distance that provides satellite
teleports in cities throughout Russia; and Comincom, a Russian private venture.
In the Russian Far East, TeleRoss competes with Vostok Telecom, which is owned
by the Japanese companies KDD and NIC and certain Russian partners; and Nakhodka
Telecom, which is owned by Cable & Wireless and certain Russian partners.

GTS both cooperates and competes with Rostelecom. Rostelecom provides only
international and long distance services to international carriers and regional
electrosvyazs, and does not provide end-to-end customer services. GTS provides
last mile, account management, and transit services for Rostelecom in Moscow,
and uses Rostelecom channels and switches for both international and long
distance services. GTS provides long distance and international services on an
end-to-end basis, using service elements of Rostelecom, the electrosvyazs and
its own resources. However, Rostelecom does compete with TeleRoss, in that
TeleRoss provides intercity services to customers, using satellite channels
provided by other state agencies (Intersputnik), and provides transit services
to various electrosvyazs, on a traffic overflow basis.

GTS believes that it enjoys a number of competitive advantages in the
Russian domestic long distance market, the most important being the maturity of
its international and data service businesses in Russia. This provides GTS with
access to the services, customers, products, licenses and facilities of its
other businesses. The Company also believes that it has more experienced
management, a more comprehensive strategy to build out a nationwide long
distance network and stronger relationships with many regional telephone
companies and with satellite capacity providers, such as Intersputnik, than most
of its competitors. In addition, the Company believes that it does not have any
significant competitor in the regional inter-city market (i.e., calls between
Russian cities other than Moscow or St. Petersburg).

Data Services. Sovam has several primary competitors in the market for data
services: Global One, which began packet-switched service in Moscow and St.
Petersburg in June 1992, under the Sprint Networks venture; Demos, an Internet
service provider; and Relcom, a cooperative affiliation of computer users that
relies on an older generation of technology that supplies slower and lower-cost
messaging facilities to customers (primarily domestic commodities traders) that
do not require higher levels of service. In addition MCI and Rostelecom have
recently announced their agreement to create a national Internet access network
utilizing Rostelecom's domestic network and MCI's international infrastructure.
Several voice operators including Sovintel have also announced the intention to
provide Internet access and other data services. Although Sovam's business has
grown quickly, the Company believes that Global One is the market leader. GTS
believes that other potential competitors, including foreign PSTNs, Infotel,
Infocom and Glasnet, are also active in this market.

Although the Company faces significant competition in this market, it
believes that it enjoys certain competitive advantages, including the ability to
reach a wide area throughout Russia, innovative service

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offerings such as Russia On Line, the maturity of its business in the key
banking services segment, high levels of customer service and support, and high
speed digital channels.

Local Access Services. The Company believes that its major competition in
the Moscow local access market consists of a number of ventures with Western
partners, including Telmos (which includes AT&T), Comstar (which includes GPT
Plessey), and Combellga. However, since TCM has obtained an allocation of up to
150,000 numbers, the Company believes that TCM will account for a substantial
proportion of the new capacity to come onto the market within the next five
years.

Cellular Services. Most Russian cellular markets have the potential for
five licensed operators, including one operator for each of the GSM and NMT-450
cellular standards, which Russia has adopted as national standards, one operator
using the AMPS cellular standard, which has been set as a regional standard and
two operators in the DCS Cellular Standard. Many large Western
telecommunications operators, including U S WEST, Deutsche Telekom, STET, Midcom
and Millicom, have participated in auctions for licenses to provide GSM and
NMT-450 cellular service to certain significant Russian urban centers. In
addition, a CDMA auction recently occurred which could result in one or more
CDMA "fixed wireless" providers entering the markets, where GTS has cellular
operations. GTS is currently pursuing the development of CDMA operations in the
CIS. In Ukraine, Bancomsvyaz competes primarily with an NMT operator and a GSM
operator in Kiev. Additional GSM licenses were auctioned off in early 1997 and
other GSM operators may enter other markets in 1998.

WESTERN EUROPE

OVERVIEW

GTS seeks to position itself as the leading independent carriers' carrier
within Western Europe through the development of two ventures, HER and
GTS-Monaco Access. HER's objective is to become the leading pan-European
carriers' carrier by providing centrally managed cross-border telecommunications
transmission capacity to telecommunications companies including traditional PTOs
and New Entrants on an approximately 18,000 kilometer high capacity fiber optic
network designed to interconnect a majority of the largest Western and Central
European cities. As of August 31, 1998, HER's network connects Belgium, the
Netherlands, the UK, France, Germany, Switzerland and Italy linking the cities
of Brussels, Antwerp, Rotterdam, Amsterdam, London, Paris, Frankfurt,
Strasbourg, Zurich, Geneva, Stuttgart, Munich, Dusseldorf, and Milan, covering
over 4,000 kilometers of fiber optic cable. The full 18,000 kilometer network is
expected to become fully operational during the year 2000. HER also plans to
lease capacity on a transatlantic cable linking the European network with North
America and is exploring various interconnectivity options to Russia and Asia.
Such intercontinental interconnectivity will help HER satisfy the needs of its
European customers with respect to outgoing traffic and attract additional
non-European customers with traffic terminating in Europe. HER commenced
commercial service over the Brussels-Amsterdam portion of the network in late
1996, the London-Paris portion in November 1997 and Frankfurt, Zurich, Geneva,
Stuttgart, Munich, Dusseldorf and Milan were added to the network in April 1998.
GTS-Monaco Access operates an international gateway in Monaco in partnership
with, and utilizing the existing gateway infrastructure of, the Principality of
Monaco and provides transit and routing of international calls to other
telecommunications operators. Through its HER and GTS-Monaco Access ventures,
GTS is building a new network for transporting voice, data and multimedia/image
traffic for other carriers throughout Western and Central Europe and for
worldwide international voice, data and multimedia/image traffic that either
originates or terminates in, or transits through, Western and Central Europe.

The Company believes that the international segment of the Western and
Central European telecommunications market will be an attractive market for new
telecommunications entrants because of its large size, the high operating costs
and low productivity of current providers, and the barriers to entry created by
the need to control a network and its rights-of-way.

The European telecommunications market has historically been dominated by
monopoly PTOs. This system has ensured the development of broad access to
telecommunications services in Europe, but it has also restricted the growth of
high quality and competitively priced pan-European voice and data services. The

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current liberalization occurring in Europe is intended to address these
structural deficiencies by breaking down PTO monopolies, allowing new
telecommunications operators to enter the market and increasing the competition
within the European telecommunications market. In March 1996, the European
Commission adopted a directive (the "Full Competition Directive") requiring the
full liberalization of all telecommunications services in most EU member states
by January 1, 1998. The Company expects that full liberalization in these
European countries will lead to the emergence of New Entrants with new and
competitive service offerings. HER expects this increase in competition will
result in lower prices and a substantial increase in the volume of traffic and
range of telecommunication services provided. HER believes that as a result of
the increased call volume and growth in value added services, participants in
these markets will require significant amounts of new cross-border
telecommunications transport capacity to provide their services.

The HER network will offer PTOs and New Entrants an attractive alternative
for the transport of cross-border European telecommunications traffic. In the
traditional system, PTOs own and control circuits only within their national
borders, and as a result, cross-border traffic must be passed from one PTO to
another PTO at the national boundary. No single PTO therefore owns or controls
end-to-end circuits for cross-border calls. The alternative for carriers of this
traffic will be to build their own transport capacity or use International
Private Leased Circuits ("IPLCs") which are provisioned by combining
half-circuits on the networks of two or more PTOs. The Company believes that
there are a number of problems with these options that result in HER being
well-positioned to become the leading independent carriers' carrier in Western
and Central Europe. In particular, building their own transport capacity is
unlikely to be an attractive option for most carriers because of the high
traffic volumes required to justify the expense, the need to focus resources on
marketing and customer service, the time commitment and the regulatory and
administrative complexities involved, particularly in obtaining the rights of
way across national borders. Likewise, IPLCs provided by the PTOs also have a
number of disadvantages, including high prices, lack of end-to-end quality
control, lack of redundancy, low quality due to diversity of network systems and
equipment, limited availability of bandwidth and long lead times for
provisioning. See "Risk Factors -- HER Network Roll-out" and "Risk Factors --
Competition."

HER

HER's objective is to become the leading pan-European carriers' carrier by
providing centrally managed cross-border telecommunications transmission
capacity to telecommunications companies including PTOs and New Entrants. HER
intends to offer these target customers a better transport system than is
currently available in Europe with a higher and more consistent level of
transmission quality, redundancy, network functionality and service across
Europe at lower prices. Development of the HER network is dependent upon, among
other things, HER's continuing ability to obtain the necessary financing,
rights-of-way, licenses and other regulatory approvals in a timely and
cost-effective manner.

HER is developing an approximately 18,000 kilometer, pan-European high
capacity fiber optic network designed to interconnect a majority of the largest
Western and Central European cities. Each access point of the network will be
placed in operation as it is linked to the network. HER intends to build the
network using the most accessible and cost-efficient infrastructure base in each
of the regions served, including using rights-of-way and existing infrastructure
of railways, motorways, pipeline companies, waterways and power companies. HER
plans a flexible approach to the network build-out plan and intends to fine-tune
the scope, route and design of the network based upon the evaluation of customer
demand. Historically, HER has experienced substantial delays in concluding these
agreements and developing its network. There can be no assurance that HER will
be successful in concluding necessary agreements, or that delays in concluding
such agreements will not materially and adversely affect the speed or successful
completion of the network. The successful and timely completion of the network
will also depend on, among other things, (i) the availability to HER of
substantial amounts of additional capital and financing, (ii) timely performance
by various third parties of their contractual obligations to engineer, design
and construct portions of the network and (iii) HER's ability to obtain and
maintain applicable licenses and authorizations.

HER is operational in Belgium, the Netherlands, the UK, France, Germany,
Switzerland and Italy as discussed below and HER expects that the 18,000
kilometer network to be operational during the year 2000.
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Although HER believes that its cost estimates and the build-out schedule are
reasonable, there can be no assurance that the actual construction costs or time
required to complete the network build-out will not substantially exceed current
estimates. Any significant delay or increase in the costs associated with
development of the HER network could have a material adverse effect on HER and
the Company.

HER expects to continue to roll-out full telecommunications transport
service on the initial network in Belgium, the Netherlands, the UK, France,
Germany, Switzerland and Italy. This initial network is expected to cover
countries which, in 1995, originated over 75% of all outgoing calls and
terminated over 75% of all incoming calls in the countries to be served by the
full network. HER's Network Operations Center located in Brussels, Belgium and
its backup center located in Amsterdam are fully operational and house network
management and customer support services which operate 24 hours a day, seven
days a week. Billing and customer service functions are also operational.
Network coverage is planned to be expanded to include the cities of Hamburg,
Berlin, Stockholm, Copenhagen and Madrid by the end of 1998. By the year 2000,
the 18,000 kilometer HER network is expected to have points of presence in at
least 33 cities in 15 European countries, including Southern and Central Europe.
HER also plans to lease capacity on a transatlantic cable linking the European
network with North America and is exploring various interconnectivity options to
Russia and Asia.

HER has entered into agreements for the construction and/or lease of fiber
optic routes for the network in Belgium, the Netherlands, the UK, France,
Germany, Switzerland, Italy, Denmark, Sweden and Spain. HER continues to
negotiate rights-of-way and other infrastructure arrangements in order to extend
its network in Western Europe. HER will need to negotiate similar agreements to
complete the network in four Central European countries. Buildout of the HER
network is subject to numerous risks and uncertainties that could delay
deployment or increase the costs of the network, or make the network
commercially unfeasible. See "Risk Factors -- HER Network Roll-out."

On June 24, 1998, HER completed the acquisition of a 75% interest in Ebone
A/S ("Ebone") for ECU 90 million (approximately $99.5 million based on the
ECU/US dollar exchange rate in effect on that date). Headquartered in
Copenhagen, Denmark, Ebone is a Tier 1 Internet backbone provider focused on
connecting Internet service providers in Europe to the Internet. Currently,
Ebone serves more than 90 customers in 22 countries. As part of the transaction,
Ebone will purchase under a transmission capacity agreement long-term capacity
rights on the HER network valued at ECU 90 million. The transmission capacity
agreement is expected to provide for the majority of Ebone's current and
forecasted capacity requirements. HER will provide Ebone with capacity of up to
622 megabits per second between the majority of European cities that Ebone
serves. In addition to the majority interest held by HER, Ebone's new ownership
structure will continue to include many of Ebone's existing customers, which own
the balance of Ebone's shares through an association. The members of the
association were offered the right to buy shares of Ebone in the third quarter
1998; however, HER's ownership interest in Ebone was not reduced as a result of
the acceptances of this offer.

HER was formed on July 6, 1993 by HIT Rail B.V. ("HIT Rail"). HIT Rail was
incorporated in 1990 by eleven national railways to carry out telecommunications
engineering activities in order to construct and exploit a data communications
network for railway traffic. GTS-Hermes, Inc., a Delaware corporation
("GTS-Hermes") purchased a 34.4% interest in HER in 1994 and has increased its
interest to 50% in 1995 and to 79% in 1997. In March 1998, GTS-Hermes increased
its ownership of HER to approximately 89% by purchasing a portion of HIT Rail's
ownership interest in HER. GTS-Hermes is a wholly owned subsidiary of GTS. In an
effort to expand its presence in Europe, HER has formed wholly owned
subsidiaries in the Netherlands, Ireland, the United Kingdom, Germany, France,
Italy and Spain to conduct marketing and other activities. In Belgium, the
activities of the Network Operations Center have been transferred to HER Network
Services B.V.B.A. (formerly Hermes Europe Railtel N.V.), a wholly owned
subsidiary of HER. Following the development of its corporate structure, HER
will be a holding company with limited assets and will operate its business
through subsidiaries.

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BUSINESS AND MARKETING STRATEGY

The overall strategy of HER is to offer PTOs and New Entrants pan-European
cross-border telecommunications transport services to help them, in turn, more
successfully meet the needs of their end-user customers. The HER network also
provides a vehicle through which a carrier can compete in markets where it does
not own infrastructure. HER expects to enter the market ahead of similar
competition and encourage a wide variety of carriers to use its network with
service offerings that meet their needs. HER's primary service offerings are
large-capacity circuits for "wholesale" customers such as PTOs and New Entrants.
HER's focus on carriers is designed to complement and not compete with carriers'
own business objectives in providing services to end-users.

To establish HER as the leading carriers' carrier for international
telecommunications within Europe, HER offers its customers significantly higher
quality transmission and extended/advanced network capabilities at a competitive
price by focusing on the following:

- High Capacity International Network Facilities. The HER network is
designed to offer its customers access to high capacity network
facilities outside their domestic markets, providing cross-border
capabilities without requiring customers to invest in network
infrastructure or being constrained by a narrow range of capacity
offerings. With Wavelength Division Multiplexing ("WDM") upgrades, HER's
fiber deployment plan provides for a minimum of 120 optical wavelengths.

- Uniform Network Architecture. The HER network is designed to offer
managed transport services from country to country and across multiple
countries utilizing a single uniform network, in contrast to services
currently available that use multiple providers over several networks
with varying technologies and each under the control of separate, not
necessarily compatible, network control systems. The HER network's
uniform technology enhances service by providing quality and reliability
as well as uniformity of features throughout the network.

- Diverse Routing. The HER network architecture includes diverse, redundant
routes that are designed to provide high levels of reliability. The
network is designed to provide availability of over 99.98% for most
routes and to provide customers with a wide range of telecommunications
transmission capacity. To achieve this level of reliability without the
use of a network similar to the HER network, HER believes that carrier
customers would need to purchase additional dedicated circuits to provide
for redundancy.

- Rapid Provisioning. HER services provide access to the network, such that
additional capacity can be provided to customers on the HER network on a
rapid basis. This access provides a level of capabilities that HER
believes is unavailable in Europe today. This ability to rapidly provide
service is largely due to HER's development of capacity substantially in
excess of HER's forecasted requirements.

- Flexibility. HER services are focused on providing customers flexibility
across the network through which the customer may minimize risk by
enabling network rerouting, eventually even under customer direct
control.

- Advanced Technology. HER is deploying SDH and WDM technology which is
upgradeable and will permit significant expansion of transmission
capacity without increasing the number of fiber pairs in the network.
This technology also provides the basis for structuring advanced
operating features, such as virtual private network service and ATM-based
services.

- Innovative Pricing. Currently the price of high-bandwidth circuits on
transborder European routes is artificially high and not necessarily
related to the cost of such circuits. HER offers competitive pricing. HER
also offers highly tailored contract terms and volume discounts, which
allow carrier customers to plan more efficiently the fixed costs of their
service portfolio. Customers can select varying capacity, access,
guaranteed availability and contract terms at competitive prices.
Customers sourcing from PTOs are generally limited to order from a very
narrow set of capabilities offered under inflexible pricing plans.

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Although HER and GTS have relationships with certain PTOs or other access
providers for specific projects, they do not have wide-ranging alliances with
any of the major consortia or large Western telecommunications companies.
Additionally, HER's strategy calls for it to focus on carriers' carrier
services, so that it will limit overlap of target markets with its carrier
customers in end user markets. HER believes that this independence will make it
an attractive service provider for carriers who may otherwise be reluctant to
obtain services from other providers of intra-European transport that also may
be their competitors in the retail market.

The Company intends to offer comprehensive, facilities-based
telecommunications products and services to business and other high-usage
customers in certain metropolitan markets in Europe. See "-- European Services
Strategy." Many of the Company's planned service offerings will compete directly
with services offered by HER's customers, which may affect the perception of HER
as an independent carrier's carrier. There can be no assurance that the
Company's European Services Strategy will not negatively impact HER's ability to
attract and retain customers which would have a material adverse affect on HER
and the Company.

SERVICES

HER's primary service is large capacity cross-border European circuits
provided to carriers and service providers over an integrated, managed
pan-European network structure thus providing a service for wholesale customers
such as PTOs and New Entrants. The HER network, based on SDH and WDM technology,
provides for digital transmission capability upon which a broad range of
advanced functionality may be built and which offers network availability,
flexibility, bandwidth speeds and error performance not otherwise available to
carriers for transport of telecommunications traffic across national borders in
Western and Central Europe. The network is designed to provide customers with a
wide variety of bandwidth speeds, ranging from VC12/E1 Standard (equivalent to
2.048 Mbps) to STM-1/E4 Standard (equivalent to 155 Mbps) and beyond.

HER will provide high quality cross-border transmission services for
licensed or otherwise authorized telecommunications providers. Services are
based on the principle of adding greater value than currently available in the
market while retaining competitive prices.

Point-to-Point Transmission Capacity. The current market for cross-border
transport is served by IPLCs provided by PTOs. IPLCs are formed by combining
half-circuits from two PTOs between customer locations, often with additional
PTOs providing transit segments. Under the IPLC service, overall service quality
guarantees generally are not provided and only a limited range of bandwidth is
available, usually only E1 and in certain instances, E3. The Company believes
that HER's Point-to-Point Transmission Capacity will be a major improvement to
the PTO-based approach because it provides a greater range of bandwidths (from 2
Mbps (E1 or VC-12) to 140/155 Mbps (E4 or VC-4)) and allows customers to choose
a service level agreement with guarantees appropriate for their applications,
including guarantees for on-time service delivery and service availability.

Point-to-Point Transmission Capacity consists of two services, "Integrated"
and "Node-to-Node." The HER "Integrated" service provides an end-to-end service
between customer-specified locations where the customer can request for HER to
arrange for "last mile" services from the HER node location to the customer's
location. The HER "Node-to-Node" service can be selected when the customer
prefers to provide its own services to reach the local HER node location. In
Node-to-Node Service, HER guarantees service only on its portion of the network
between HER nodes. Both services are competitively priced relative to current
service offerings. The customer can choose flexible contract terms from one to
five or more years' duration, with discount schemes designed to ensure that HER
remains a cost-effective solution.

Virtual Infrastructure Service. Carriers and operators that plan to expand
their operations to become pan-European service providers as the European
marketplace is liberalized require a flexible and cost-effective means of
telecommunications transport. To date such service providers obtain
international transport service by leasing IPLCs. Leasing IPLCs requires a
carrier to lease channels on a segment-by-segment basis from multiple PTOs,
linking the target cities under arrangements having fixed capacity and pricing
structure for each segment of the carrier's network. Leasing IPLCs has several
disadvantages, including (i) difficulty in
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obtaining discount/volume pricing schemes since there is no single provider of
pan-European coverage, (ii) delays in implementation due to numerous contractual
negotiations and having to interconnect numerous IPLCs, (iii) limited
availability of pan-European leased capacity at high bandwidth and (iv)
variability of quality due to multiple operators and the absence of a single
uniform network. Operators could also construct their own network, which is
expensive, time-consuming and complex and which may not be justified by such
operators' traffic volume. See "Risk Factors -- Competition."

HER's Virtual Infrastructure Service will offer a new solution and an
attractive alternative to leasing IPLCs or building infrastructure. This service
will enable HER's customers to obtain a uniform pan-European or cross-border
network under one service agreement by allowing the customer to select any
number of cities along the HER network at a pricing structure based on the
overall amount of leased capacity for the customer's entire network. The key
feature behind Virtual Infrastructure Service is that it gives the customer the
ability to add or reconfigure capacity rapidly between locations connected in
the Virtual Infrastructure Service, thereby enabling the customers to respond to
changes in traffic. By being able to transfer capacity among the network routes,
HER's customers are able to avoid over- and under-utilization of leased
channels. This service offering provides a customer with the benefits of
ownership (rapid provisioning, freedom to rearrange and control) with a
"pay-as-you-go" managed service offering, without the burdens of up-front
investment and costs required to build a network, and without having to manage
the on-going maintenance and operation of the network.

The service would be delivered through pre-installed physical facilities at
each of the customer locations. These facilities are designed to ensure that
most growth or changes in customer requirements can be addressed purely by
remote logical reconfiguration from the HER Network Operations Center. This
remote network management ability is inherent in SDH technology and allows rapid
provisioning and high quality of service.

Ring Service. Most medium to large carriers and operators purchase network
capacity in excess of actual requirements, and prefer to have physical
configuration control over their networks. The HER Ring Service connects
multiple customer locations with multiple VC-4 paths in a ring configuration.
The customer has direct control over the configuration of the VC-3 and VC-12
paths within the ring, and has exclusive control over the routing. Additional
ring capacity can be added with no service interruption and additional customer
locations may be added to the ring with minimal service interruption. Because
HER is not required to configure 'idle' bandwidth or to manage the 'SDH subnet'
this service can be provided at a very competitive rate vis-a-vis other
point-to-point services.

Sales of HER's Services are conducted through its subsidiary Hermes Europe
Railtel (Ireland) Limited. HER is exploring the development of additional
distribution channels using local or regional network access providers.

Currently the price of cross-border pan-European calls are often
significantly higher than the underlying cost of transport and terminating such
calls and higher than the price of intra-country calls or transborder calls to
and from liberalized markets. The low cost of operating the network enables HER
to attractively and competitively price services in the face of declining
overall tariffs for telecommunication services. HER's low-cost basis is due to,
among other things, its use of up-to-date technology without the burden of
legacy networks, which requires fewer employees to operate.

The term of a typical customer agreement currently ranges from 1 to 3
years. The customer agrees to purchase, and HER agrees to provide, cross-border
transmission services. In general the customer agrees to pay certain
non-recurring charges upfront and recurring charges on an annual basis, payable
in twelve monthly installments. If the customer terminates the service order
prior to the end of the contract term, it is generally required to pay HER a
cancellation charge equal to three months service for each of the twelve months
remaining in the contract term. HER guarantees transmission services to a
certain service level. If such levels are not met or HER fails to deliver
service by the committed delivery date, the customer is eligible for a credit
against charges otherwise payable in respect of the relevant link.

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CUSTOMERS

HER's high capacity, SDH-based fiber optic network is designed to enable
PTOs and New Entrants to integrate high quality, cross-border capacity into
their end user offerings. As of June 30, 1998, 38 customers were under contract
for service on the HER network including PTOs, global consortia of PTOs,
internet service providers, alternative carriers, an international carrier,
value added networks ("VANs") and resellers. HER has sold capacity of
approximately 3,675 E1 equivalents (cumulative through end of contract) as of
June 30, 1998. The type and quality of HER's customers validates the concept of
the HER network, and illustrates the type of customers who will be attracted to
the full network. The success of this limited network also demonstrates the
demand for cross-border transport services. In total, HER is targeting seven
major market segments or customer groups which can be characterized as follows:

- Existing PTOs. This customer segment consists of the traditional European
PTOs that generally participate in the standard bilateral agreements for
cross-border connectivity. Hermes provides a vehicle for PTOs to compete
in non-domestic markets both before and after January 1, 1998. As of
January 1, 1998, both reserved and non-reserved traffic can be
transported by alternative infrastructure providers, thus vastly
expanding the available PTO market for HER.

- Global Consortia of Telecommunications Operators. Many of the largest
PTOs and international carriers have pooled resources and formed
consortia in order to compete more effectively in important
telecommunications markets such as those in Western Europe particularly
outside their home markets. Prior to liberalization of the provision of
switched voice services in Western European markets, one of the primary
objectives of these consortia is to provide non-reserved pan-European
services to multinational business customers, including X.25/frame relay
(high speed data network) service and closed-user group voice services.
Under the current regulatory framework, consortia would otherwise be
required to purchase leased lines at negotiated retail rates, even within
their home countries. HER believes that it provides an attractive
alternative at better pricing in those environments where such a
consortium does not already own its infrastructure. Furthermore, HER
believes that it is well positioned to provide cross-border connectivity
between different domestic infrastructures of these alliances.

- International Carriers. This customer segment consists of non-European
carriers with traffic between European and other international gateways.
Such carriers include Teleglobe, GTS-Monaco Access and eventually the
U.S. Regional Bell Operating Companies. HER can provide these customers a
pan-European distribution network to gather and deliver traffic to and
from their own and other hubs.

- Alternative Carriers. This segment consists of second carriers, cable TV
and mobile carriers and competitive access providers. These new carriers
have chosen to compete with the incumbent PTOs in their respective
countries, and the Company believes that they would look favorably to an
alternative such as HER. HER believes that this segment will sustain the
largest growth as competition emerges in Europe. HER also believes that
non-PTO competitors in Europe will prefer to use a non-PTO alternative
like HER to meet their cross-border telecommunication transport needs.

- Internet Backbone Networks. Internet backbone networks are a fast
emerging segment and are expected to generate significant requirements
for the services HER offers. These require large capacity international
connectivity services between Internet nodes (point of interconnection
between local Internet service providers) in all local European markets.
The Internet segment is experiencing significant growth in demand for
transmission capacity. On June 24, 1998, HER entered into an agreement
with Ebone, a Tier 1 Internet backbone provider serving more than 90
Internet service providers in 22 European countries, to provide long-term
transmission capacity of up to 622 megabits per second between the
majority of European cities that Ebone serves. As part of the
transaction, HER purchased a majority interest in Ebone.

- Resellers. Resellers are carriers that do not own transmission
facilities, but obtain communications services from another carrier for
resale to the public. Resellers are also a growing segment of the market
and are expected to increase in conjunction with the liberalization of
the European telecommu-

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nications market. In the U.S., for example, resellers were a significant
factor in the expansion of competition.

- VANs and other Service Providers. VANs are data communications systems in
which special service features enhance the basic data transmission
facilities offered to customers. Many of these networks are targeted to
the data transfer requirements of specific international customer
segments such as airlines and financial institutions. VANs' basic network
transmission requirement is to connect data switches or processors. VANs
currently purchase their own international circuits and build additional
resiliency into their network infrastructure. HER will allow them to meet
these needs cost-effectively, and to extend their services to new markets
or customers without substantial capital investment.

HER expects that additional demand for alternative service providers will
come from increased usage of dedicated circuits for Internet access, private
lines for the deployment of wide-area networks by large corporations, "single
source" local and long distance services by small and medium-sized businesses
and emerging broad band applications such as cable TV programming distribution
(other than broadcast) to the end user.

NETWORK DESIGN

Network Architecture. The network architecture is based on a highly meshed
flat topology which covers a wide geographical area with large distances between
individual network nodes. This architecture enables rerouting of traffic at
electronic speeds in the event of a network failure. This approach also lowers
network cost by enabling each node to be sized to match anticipated traffic
volumes rather than to a standard capacity. Individual nodes can be configured
to connect any trunk to any other in the nodes, thus allowing efficient
transmission of traffic. Each node will be connected to at least two other nodes
enabling rerouting of traffic in the event of a network failure. HER believes
that its network will be the first cross border pan-European network with such
redundancy.

The HER network has been designed to be controlled by a single network
management center and supported by advanced operational support systems. A
centralized network center can pinpoint potential service impacting problems and
reroute traffic much more quickly than networks controlled by separate network
centers operated by PTOs in different countries. HER primarily uses Alcatel for
the supply of transmission equipment and will use CIENA Communications Inc.
("CIENA") for initial WDM deployment. HER's advanced operational support systems
allow it to correct network failures and isolate equipment faults with greater
speed and at a lower cost than is the case with heterogeneous multi-operator
networks. Critical elements of the network, including network maintenance and
control systems, are designed with redundancy in order to ensure a high quality
of service. The network design has several important resilience features
including: multiple paths to each node, built-in hardware redundancy and
redundant power supplies. For all network routings, there will be at least two
paths. Should service failure occur on one route, the network is designed to
automatically re-route traffic to another route. HER believes that these
techniques will result in performance of 99.98 percent or better for premium
service customers for most routes.

HER expects to operate the entire network and to own substantially all of
the network equipment as well as some segments of the fiber optic cable. A
substantial part of the fiber is leased on a long-term basis. Long-term leases
for fiber are advantageous to HER because they reduce the capital expense burden
of building large quantities of capacity before they can be used. Where HER
leases dark fiber, the infrastructure provider will generally be responsible for
maintaining such fiber optic cable. HER will enter into agreements with
equipment vendors and infrastructure providers and other third parties to supply
and/or maintain the equipment for the HER network. See "Risk Factors -- HER
Network Roll-out."

Network Capacity. The initial network consists of Synchronous Digital
Hierarchy ("SDH") STM-16 links managed by equipment and operating centers owned
by HER and running on dark fiber leased from infrastructure providers or built
by HER on leased rights of way. The most important types of equipment used or to
be used in this network are Add-Drop Multiplexors ("ADMs") and regenerators and
a variety of optical amplifiers for boosting optical signals. Furthermore,
fibers will be multiplexed using WDM, also as required. HER has entered into an
agreement with CIENA for the supply of WDM equipment which, if fully utilized,
is capable of increasing the networks capacity by 40 times (from 2.5 Gb/s to 100
Gb/s). Additional capacity

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can also be achieved by adding new fiber accesses to a given city over
alternative routes, thereby achieving more meshing and the resulting improved
network availability.

Network Agreements. HER has entered into agreements and letters of intent
with various infrastructure providers for construction and/or dark fiber lease
of portions of the HER network. HER's agreements for leases of portions of the
network typically required the infrastructure provider to provide a certain
number of pairs of dark fiber and node and/or regenerator sites along the
network route commencing on certain dates provided by HER. The term of a lease
agreement typically ranges from 10 to 18 years. An agreement typically contains
optical specification standards for the fiber and methods of testing. HER is
allowed to use the cable for the transmission of messages and in other ways,
including increasing capacity. The infrastructure provider also provides space
for the location of equipment and spare parts and guarantees the provision of
power and other utilities together with environmental controls and security to
ensure the proper functioning of the equipment. The infrastructure provider is
typically responsible for maintenance of the cable and the provision of first
line maintenance to equipment and permits HER access to such facilities. Access
arrangements to the nodes are also provided so that connection may be made to
HER customers or to the rest of the network. An agreement also provides for an
annual price for the provision of fiber and for the facilities and maintenance.
The agreements typically provide for termination by the parties only for
material breach, with a 90 day minimum cure period. The agreements typically
contain a transition period after termination of the agreement to allow HER to
continue to serve its customers until it can reach agreement with an alternative
infrastructure provider.

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Local Access. Access to the HER network will be provided to clients through
SDH access lines including at the STM-1 or STM-4 level. However, customers who
continue to use the older PDH technology may also access the HER network. In
each city, as a HER point of presence is deployed, HER may contract with a local
access network supplier for "last mile" services to customer locations. HER will
not invest in building local access infrastructure but such connectivity can be
supplied on a case-by-case basis via preferred local access partner
arrangements. Currently, HER has contracted with local access providers to
connect the HER network to intra-city networks in each city on the network.
Pursuant to this agreement, HER can offer its carrier customers local
connectivity in those cities. Various Local Access Network Suppliers may also be
interested in HER for the purpose of linking the business centers in which they
are active. Therefore, the Company believes that the relationships between HER
and local access network suppliers can benefit both parties. Set forth below is
an illustration of the connection between the HER network and local access
providers.

[SDH/WDM NETWORK CHART]

Network Routes. HER expects to have an aggregate of approximately 10,000
kilometers completed at the end of 1998 and the entire 18,000 kilometer network
completed by the year 2000. Hermes also plans to lease capacity on a
transatlantic cable linking the European network with North America by 1999.

The routes to be completed by the end of 1998 are currently under
construction. "Under construction" means that with respect to each of the
segments that make up each of these routes, one of the following is occurring:
(i) HER has contracted to build or is contracting to build the fiber optic cable
segment, and (ii) HER has leased or will lease such segment of dark fiber optic
cable from a third party who has built or is currently building such segment.
The dates set forth above may be subject to delays due to a variety of factors,
many of which are beyond the control of the Company. See "Risk Factors -- HER
Network Roll-out."

HER is deploying the network along the rights-of-way of a variety of
alternative sources, including railways, motorways, waterways, pipelines and
utilities. The rights-of-way of HER-built portions of the network will be
provided pursuant to long-term leases or other arrangements entered into with
railways,
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highway commissions, pipeline owners, utilities or others. It is the policy of
HER to evaluate multiple alternative infrastructure suppliers in order to
maximize flexibility. As a result of its network development activities to date,
HER has gained access to infrastructure for its network routes which, in certain
cases, HER believes will be difficult for its competitors to duplicate. See
"Risk Factors -- HER Network Roll-Out."

COMPETITION

The European and international telecommunications industries are
competitive. HER's success depends upon its ability to compete with a variety of
other telecommunications providers offering or seeking to offer cross-border
services, including (i) the respective PTO in each country in which HER operates
and (ii) global alliances among some of the world's largest telecommunications
carriers. HER expects that some of these potential competitors may also become
its customers. HER believes that the ongoing liberalization of the European
telecommunications market will attract New Entrants to the market and increase
the intensity of competition. Competitors in the market compete primarily on the
basis of price and quality. HER intends to focus on these factors and on service
innovation as well. HER business plan anticipates substantial head-to-head
competition as well as indirect competition.

WorldCom recently announced the commencement of operation of its
pan-European fiber network, the first phase of which connects London, Amsterdam,
Frankfurt, Brussels and Paris. Although the Company believes that the proposed
WorldCom pan-European network is primarily intended to carry WorldCom traffic,
WorldCom has stated that any excess capacity on such network will be used to
provide a competitive carrier's carrier service.

In addition, Esprit also recently announced plans to construct an SDH fiber
optic ring network that will connect the United Kingdom, France, the Netherlands
and Belgium. PTT Netherlands has announced similar plans to build a pan-European
network.

On September 17, 1998, Deutsche Telecom AG and France Telecom SA announced
that they plan to collaborate on a high speed, fiber optic network that will
cover sixteen European countries by 2000. On October 1, 1998, Global Crossing
Ltd., which is engaged in the business of laying fiber optic cable under the
Pacific and Atlantic Oceans, announced that it will build a fiber optic network
linking eighteen European cities by the fourth quarter of 1999.

If HER's competitors, many of whom possess greater technical, financial and
other resources than HER, devote significant resources to the provision of
pan-European, cross-border telecommunications transport services to carriers,
such action could have a material adverse effect on HER's business, financial
condition and results of operations. There can be no assurance that HER will be
able to compete successfully against such new or existing competitors. See
" Risk Factors -- Competition."

HER RECAPITALIZATION

During 1997, HER completed a recapitalization (the "HER Recapitalization"),
wherein HER extended rights to subscribe to additional shares of HER to
GTS-Hermes, HIT Rail and the eleven railways comprising the HIT Rail consortium.
Pursuant thereto, GTS-Hermes and two of the eleven railways that comprise the
HIT Rail consortium have exercised their subscription rights, while HIT Rail and
the other nine railways have declined to exercise their subscription rights. HER
has issued (i) 150,592 shares to GTS-Hermes in exchange for the conversion of
loans and additional consideration, (ii) 24,007 shares to HIT Rail in exchange
for the
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conversion of loans, (iii) 11,424 shares to Societe Nationale des Chemins de Fer
Belges S.A. de Droit Public/Nationale Maatschappij der Belgische Spoorwegen N.V.
Van Publiek Recht (the Belgian national railway) ("SNCB/NMBS") and (iv) 4,365
shares to AB Swed Carrier (a wholly owned subsidiary of SJ, the Swedish national
railway). As a result, GTS-Hermes owned 79.1%, HIT Rail owns approximately
12.6%, SNCB/NMBS owns 6.0% and AB Swed Carrier owns 2.3% of the issued HER
shares. Pursuant to the HER Recapitalization, HER, GTS-Hermes, HIT Rail,
SNCB/NMBS and AB Swed Carrier have executed a new Shareholders Agreement, the
principal terms of which are set forth below. In March 1998, Hit Rail sold all
of its shares in HER to GTS-Hermes, SNCB/NMBS and AB Swed Carrier. As a result
of such sale, GTS-Hermes, SNCB/NMBS and AB Swed Carrier currently own 170,307,
13,610, and 6,551 shares of HER, respectively, or 89.4%, 7.2%, and 3.4%,
respectively of HER.

Under the new Shareholders Agreement, actions to be taken by shareholders
will be adopted by a simple majority vote with the exception of certain actions
which will require at least 85% of the votes cast: (i) purchase by HER of its
own shares and any redemption thereof, (ii) exclusion of preemptive rights in
the case of the issuance of new shares and the transfer of shares held by HER,
except in the event of a public listing of the shares or of new shares or of an
offering of shares or options on new shares (warrants) to professional investors
in order to obtain further funding, (iii) winding up or dissolution of HER, (iv)
any amendment to the articles of association other than those pertaining to
increases in the authorized capital of HER or to convert HER into an N.V.
("Naamloze Vennootschap") to enable a public listing of shares or new shares,
(v) any amendment to the scope of HER's business, (vi) the declaration of
dividends and (vii) the admission of new shareholders to the Shareholders
Agreement. In addition, the Shareholders Agreement provides that (a) if
GTS-Hermes is the owner of at least 50% of the issued shares, then it will have
the right to make a binding nomination for the appointment of half of the
members of the Board of Supervisory Directors or (b) if GTS-Hermes is the owner
of at least two-thirds of the issued shares, then it will have the right to make
a binding nomination for the appointment of half of the members of the Board of
Supervisory Directors plus one member more, appointed pursuant to nominations by
all other shareholders. As long as HIT Rail is the owner of at least one share,
HIT Rail will be entitled to make a binding nomination for the appointment of at
least one member of the Supervisory Board. The Shareholders Agreement also
provides that shareholders who participated in the capital restructuring other
than GTS-Hermes and HIT Rail with a shareholding of at least 6.8% subject to
adjustment in the discretion of the other shareholders will be entitled to make
a binding nomination for the appointment of one member of the Board of
Supervisory Directors. Shareholders who participated in the capital
restructuring other than GTS-Hermes and HIT Rail who hold fewer than 6.8% of the
issued share capital of HER will be entitled on a rotating basis to make one
binding nomination for the appointment of a member of the Board of Supervisory
Directors for two-year periods. As a result of the March 1998 sale by HIT Rail
of all of its shares in HER, HIT Rail no longer has any rights or obligations,
except as set forth below, under the Shareholders Agreement, and GTS-Hermes can
approve all the matters described above which require an 85% HER shareholder
vote.

Articles of Association and Shareholders Agreement

Under the Articles of Association and the Shareholders Agreement, HER's
shareholders have preemptive rights in connection with issuances of ordinary
shares and options on shares to be issued in proportion to the total nominal
value of the shares held by it. Preemptive rights can be exercised for four
weeks after the date the notice of the offer is received by the shareholders.

The Shareholders Agreement provides that HER or its designated vendor will
provide fiber capacity in its network for use by the shareholders of HER on fair
commercial terms, use, quantity and price to be negotiated on a bilateral basis.
In the Shareholders Agreement, HIT Rail has covenanted to (i) use its best
efforts to establish such commercial agreements between individual HIT Rail
shareholders and HER, to obtain rights of way from individual HIT Rail
shareholders and to cooperate in obtaining such licenses as may advance the
business of HER, (ii) use its best efforts to ensure that the HIT Rail
shareholders cooperate in obtaining such license in accordance with the business
plan of HER and as may be necessary or advisable in furtherance of HER's
business, (iii) will not, so long as both HIT Rail and GTS-Hermes are
shareholders of HER and for one year after HIT Rail ceases to be a shareholder,
agree with any entity other than GTS-Hermes or HER to

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assist or cooperate in the development of any pan-European telecommunications
operator and (iv) use its best efforts to obtain on HER's behalf such materials
as may be required and arrange inspection visits of selected rights of way for
the purpose of making initial cost estimates.

The foregoing summary of the Shareholders Agreement does not purport to be
complete and is qualified in its entirety by reference to the Shareholders
Agreement.

LICENSES AND REGULATORY ISSUES

A summary discussion of the regulatory framework in the countries of the
network in the first five countries and the next five countries into which HER
expects to develop the network is set forth below. This discussion is intended
to provide a general outline, rather than a comprehensive discussion, of the
more relevant regulations and current regulatory posture of the various
jurisdictions.

National authorities in individual member states of the EU are responsible
for regulating the operation (and in some cases the construction) of
telecommunications infrastructure. HER believes that the adoption of the Full
Competition Directive and the various related Directives adopted by the European
Parliament and the Council of the EU have resulted in the removal of most
regulatory barriers to the operation of telecommunications infrastructure in the
countries of the EU and Switzerland, where HER intends to operate.

HER requires licenses, authorizations or registrations in all countries to
operate the network. There can be no assurance that HER will be able to obtain
such licenses, authorizations or registrations or that HER's operations will not
become subject to other regulatory, authorization or registration requirements
in the countries in which it plans to operate. Licenses, authorizations or
registrations have been obtained in the United Kingdom, the Netherlands,
Belgium, France, Italy, Denmark, Sweden and Germany and a trial concession has
been granted in Switzerland. HER intends to file applications in other countries
in anticipation of service launch in accordance with the network roll-out plan.

On June 28, 1990, the European Commission, in an effort to promote
competition and efficiency in the European Union, issued a directive (the "1990
Directive") requiring EU member states to immediately liberalize all
telecommunication services with the exception of voice telephony to the general
public (basic voice services provided over the public switched voice network).
This step liberalized value added services and voice services over corporate
networks and/or "closed user groups," although the exact definitions of the
terms used in the 1990 Directive were not altogether clear.

On July 22, 1993, the Council of EU agreed that all voice telephony
services in EU member states should be liberalized by January 1, 1998 subject to
additional transitional periods of up to five years to allow member states with
less developed networks to achieve the necessary adjustments. It was agreed that
such exemptions would be granted to Spain, Ireland, Greece and Portugal, subject
to formal application and satisfaction of certain requirements. Luxembourg,
because of the small size of its market, would be eligible for a special
transitional period of up to two years.

On November 5, 1997, the Commission initiated several infringement
proceedings against those Member States which had not notified the relevant
transposition measures of the 1990 Directive and other liberalization
directives. The Member States concerned were Denmark, Greece, Italy, Luxembourg,
Germany, Portugal and Belgium. The Commission also decided to continue the
infringement procedure it had already opened against Spain. Subsequently, in
March 1998, it was reported in the press that several of these infringement
proceedings had been closed because the Member States concerned had properly
implemented the relevant provisions. The identity of the Member States for whom
such proceedings had been closed has not been made public.

On March 13, 1996, the European Commission adopted the Full Competition
Directive extending the 1990 Directive to all services, requiring that licensing
procedures for these services be transparent and non-discriminatory, requiring
member states to fully liberalize alternative infrastructure to allow a
competitive market for "non-reserved" services such as data, value added
services and non-public (closed-user group) switched voice services by July 1,
1996 and mandating open competition in all public telecommunications

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services, including voice telephony to the general public, by January 1, 1998
(except for countries to which grace periods were granted in accordance with the
1993 Council Resolution).

On April 10, 1997, the European Parliament and the Council of Ministers
adopted a Directive on a common framework for general authorizations and
individual licenses in the field of telecommunications services, including
networks. Licenses must be awarded through open, non-discriminatory and
transparent procedures and applications will be required to be dealt with in a
timely fashion. The number of licenses may only be restricted to the extent
required to ensure the efficient use of radio frequencies or for the time
necessary to make available sufficient numbers in accordance with EC law.

On June 11, 1997, the European Parliament and the Council of Ministers
adopted a Directive on interconnection with regard to ensuring universal service
and interoperability through application of Open Network Provision ("ONP")
principles; among other things this requires Member States to ensure that PTOs
with significant market power should provide interconnection on the basis of
cost-oriented charges.

On February 26, 1998, the European Parliament and the Council of Ministers
adopted a Directive on the application of ONP to voice telephony and on
universal service.

The Commission has also recently initiated several infringement proceedings
for incomplete or wrong transposition into national law of the April 1997
Licensing Directive (against Austria, Italy, Belgium, France and Luxembourg) and
the June 1997 ONP Interconnection Directive (against Belgium, France and
Luxembourg).

Notwithstanding the above-mentioned infringement proceedings, HER believes
that many European countries have revised telecommunications regulations to
comply with the 1990 Directive and the Full Competition Directive and that such
changes will enhance HER's ability to obtain other necessary regulatory
approvals for its operations.

As a multinational telecommunications company, HER is subject to varying
degrees of regulation in each of the jurisdictions in which it provides its
services. Local laws and regulations and the interpretation of such laws and
regulations, differ significantly among the jurisdictions in which HER operates.
There can be no assurance that future regulatory, judicial and legislative
changes will not have a material adverse effect on HER, that domestic or
international regulators or third parties will not raise material issues with
regard to HER's compliance or noncompliance with applicable regulations or that
regulatory activities will not have a material adverse effect on HER. See "Risk
Factors -- Government Regulation." The regulatory framework in certain
jurisdictions in which HER provides its services is briefly described below.

United Kingdom

Since the elimination in 1991 of the United Kingdom telecommunications
duopoly consisting of British Telecommunications and Mercury, it has been the
stated goal of Oftel, the United Kingdom telecommunications regulatory
authority, to create a competitive marketplace from which detailed regulation
could eventually be withdrawn. The United Kingdom has already liberalized its
market beyond the requirements of the Full Competition Directive, and most
restrictions on competition have been removed in practice as well as in law. HER
has received a license from the Secretary of State for Trade and Industry which
grants it the right to run a telecommunications system or systems in the United
Kingdom connected to an overseas telecommunications system and to provide
international services over such systems. Like the licenses granted to other
providers of international facilities-based services, the license granted to HER
on December 18, 1996 was for an initial six months' duration and thereafter is
subject to revocation on one month's notice in writing. The short duration of
these initial licenses was adopted for administrative convenience on the
opening-up of the United Kingdom market for international facilities-based
services. The Department of Trade and Industry ("DTI") has confirmed that it
intends to replace the initial licenses with new licenses and that it would not
revoke an initial license without replacing it with another license giving an
equivalent authorization. The DTI is currently discussing with license holders
the arrangements to put these new licenses into effect and although the DTI has
indicated that the new licenses are expected to be of 25 years' duration, there
can be no certainty that this will be the case or that the new licenses will not
contain terms or conditions unfavorable to HER.

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The Netherlands

On July 1, 1997, the Dutch government abolished the prohibition on the use
of fixed infrastructure for the provision of public voice telephony, thereby
complying with the requirements of the Full Competition Directive six months
ahead of schedule. On August 1, 1996, HER was granted an authorization for the
installation, maintenance and use of a fixed telecommunications infrastructure.

An entirely new Telecommunications Bill was introduced to the Second
Chamber (the House of Representatives) of the Parliament on September 15, 1997
and is expected to be enacted in late 1998. The new Telecommunications Act is
intended to confirm the full liberalization of the telecommunications market
according to European Community standards. It is not expected that the new
Telecommunications Act will detrimentally affect the conduct of business by HER.

Belgium

Belgium has implemented the "alternative infrastructure" provider provision
of the Full Competition Directive. Most of the EC telecommunications
liberalization package was adopted at the end of December 1997. The implementing
legislation (Royal Decrees) regarding the licensing regimes for the provision of
voice telephony services and the establishment of public network infrastructure
was approved by the Council of Ministers at the end of June 1998. The official
publication and the entry into force of that implementing legislation took place
in July 1998. Until such entry into force, the Belgian Telecommunication
Authority will continue to work with the system of provisional licenses. HER has
already obtained, through a wholly owned subsidiary, a license in February 1997
from the Belgian regulatory authority to build infrastructure between major
Belgian population centers and the relevant border crossings. HER also has an
authorization to provide liberalized services using alternative infrastructure.
The liberalization legislation is expected to require all previously licensed
operators to apply for new licenses or authorizations. HER expects that, in such
event, its existing licenses and authorizations would be renewed in due course,
although there can be no assurance that this will be the case.

Germany

Germany has approved legislation to implement the Full Competition
Directive and remove all remaining restrictions on competition from August 1996.
HER was granted a license by the German regulatory authorities on July 18, 1997.
The license permits HER to operate the portions of the network in Germany
connecting Dusseldorf, Frankfurt and Stuttgart; Dusseldorf to the Dutch border;
and Stuttgart to the French and Swiss borders. In July 1998, HER was granted an
extension to its license to include operation of routes linking Hamburg,
Hanover, Munich and Berlin. HER has applied for further extensions to its
license to provide for further routes to Denmark, which extensions were granted
in August 1998.

France

A new regulatory agency, the Autorite de Regulation des Telecommunications
("ART"), was established in France effective January 1, 1997. In 1996, France
approved legislation to implement the Full Competition Directive and to remove
all remaining restrictions on competition from January 1998. HER applied for an
authorization to operate its network in specific regions of France, which was
approved on October 22, 1997. In October 1997, HER obtained authorization to
operate its network in specific regions of France. HER filed an application in
January 1998 with ART for a geographical extension of its license in order to
extend its network in France to reach Italy and Spain. This extension was
granted in August 1998. Such authorization requires prior notification to and
approval of the ART of any substantial changes in the capital of HER or its
controlling shareholder. HER has notified the ART of the Company's IPO and of
the March 1998 increase to approximately 89% of GTS-Hermes' ownership interest
in HER.

Switzerland

The Swiss Parliament has passed a Telecommunications Law which entered into
force on January 1, 1998. Although Switzerland is not a Member State of the EU,
the effect of the law is largely to mirror the EC

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telecommunications liberalization Directives, and therefore, from that date
existing voice telephony monopoly will be abolished and such services will be
fully liberalized. An independent national regulatory authority has previously
been established. HER obtained a trial concession on October 30, 1997, in order
to roll out its network and to provide its services in advance of the full
liberalization coming into effect on January 1, 1998. This concession expired on
December 31, 1997. HER has filed an application for a concession for the
operation of a telecommunications infrastructure and was granted a provisional
concession on March 16, 1998. The provisional concession takes retroactive
effect as of January 1, 1998 and HER expects that the Swiss regulatory authority
will grant HER a final concession during the fourth quarter 1998. However, no
assurance can be given that such final concession will be granted or granted on
terms acceptable to HER.

Italy

Although in the past Italy has been dilatory in implementing EC
liberalization measures, Italy enacted legislation on July 31, 1997 creating an
independent national regulatory authority for the telecommunications and
audiovisual sectors. The regulatory authority has been established and is
expected to start work in the very near future. On September 19, 1997, Italy
enacted a regulation implementing all EC directives in the telecommunications
sector and since then specific laws relating to licensing and interconnection
have been approved. HER applied for a license to provide its services on May 25,
1998, which was granted by the Italian authorities in August 1998, enabling the
development of its network in the northwest region of Italy, including Milan.

Spain

Under the Full Competition Directive, Spain was granted the right to
request a delay of up to five years in liberalizing fully its telecommunications
market. However, the Spanish government and the European Commission have agreed
that full liberalization should take place by December 1, 1998. In order to
ensure effective liberalization from that date, the Commission Decision granting
the eleven-month extension sets out a timetable of interim measures leading up
to full liberalization. These measures include the passing of legislation
authorizing regional cable operators to provide telecommunications services and
the adoption of a new General Telecommunications Bill effectively transposing EC
Directives into Spanish law. Further, RETEVISION, S.A. has been granted a second
national operator's license to compete with the national PTO, and Spain has
agreed to grant a third national operator license in early 1998. In April 1998,
Spain adopted its new telecommunications law ("LGT"). The LGT was implemented
through the use of secondary legislation which was adopted in September 1998.
The LGT and the secondary legislation should result in the full liberalization
of the Spanish telecommunications market. HER intends to apply for a license to
provide its services in due course.

Sweden

Full liberalization of the Swedish telecommunications market occurred in
1993. A new Telecommunications Act was passed this year to reinforce the powers
of the national regulatory authority, to ensure conformity with EC Directives
and to supplement the pre-existing licensing regime with a general authorization
regime for services other than telephony services, mobile services and leased
lines. HER registered with Swedish authorities in July 1998 to provide service
in Sweden.

Denmark

With the liberalization of infrastructure as of July 1, 1997, Denmark has
fully liberalized its telecommunications markets in accordance with the
requirements of the relevant EC Directives. An independent national regulatory
authority has been established. According to the Danish rules, HER will not
require any regulatory approval in order to install or operate the network in
Denmark.

In addition to the discussion above, HER intends to file applications in
other countries in anticipation of service launch in accordance with the HER
network roll-out plan. The terms and conditions of HER's licenses,
authorizations or registrations may limit or otherwise affect HER's scope of
operations. There can be

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no assurance that HER will be able to obtain, maintain or renew licenses,
authorizations or registrations to provide the services it currently provides
and plans to provide, that such licenses, authorizations or registrations will
be issued or renewed on terms or with fees that are commercially viable, or that
the licenses, authorizations or registrations required in the future can be
obtained by HER. The loss of, or failure to obtain, these licenses,
authorizations or registrations or a substantial limitation upon the terms of
these licenses, authorizations or registrations could have a material adverse
effect on HER and the Company.

GTS-MONACO ACCESS

GTS owns a 50% interest in and manages GTS-Monaco Access, a joint venture
with the Principality of Monaco created to develop Monaco's existing
international telecommunications infrastructure into an international gateway
hub for transport of international traffic to European and overseas
destinations. The Principality has constructed and operates a sophisticated
gateway infrastructure that includes an international digital switching center
and a satellite earth station to support significant amounts of carriers'
carrier traffic. Through Monaco's network, GTS-Monaco Access is linked to
approximately 170 countries worldwide through its network. GTS believes that
this partnership provides it with the opportunity to build a strong
international gateway presence in lucrative Western European markets.

GTS-Monaco Access offers competitively priced international switching and
transit services, primarily to the "wholesale" international gateway and
carrier-to-carrier portion of the international calling market, as distinguished
from "retail" services offered to end users. Basic service offerings include (i)
international switched traffic; (ii) international private lines; (iii)
facilities management, including billing, customer management and fault
reduction systems; (iv) resale distribution for Internet service providers; and
(v) prepaid calling card platform services.

With the cooperation of Monaco Telecom ("MT"), GTS-Monaco Access is
entitled to exercise the privileges of signatories to international treaties
such as the ITU, and to international satellite agreements, such as Intelsat,
Inmarsat and Eutelsat. Other signatories are generally PTOs and other
quasi-governmental telecommunications entities. GTS-Monaco Access purchases
capacity on international fiber routes at rates available only to recognized
operators which are substantially below the rates charged to other service
providers. These fiber-based facilities are an important element for GTS-Monaco
Access's core network and provide it with capacity that may be leased or resold
to customers. Monaco inaugurated its independent country code, 377, on June 21,
1996, which made it eligible for certain privileges, including special terms
(generally reserved for PTOs) in connection with transmission agreements,
transit agreements, settlements and low-cost accounting rates with select
carriers.

GTS's partner in GTS-Monaco Access is an investment fund designated by the
Principality of Monaco to represent its interests. GTS-Monaco Access functions
in cooperation with MT under a commercial agreement governing, among other
things, the terms of use of existing facilities, access to and acquisition of
new international infrastructure. GTS exercises operational control of the joint
venture, and provides managerial and financial support, international
telecommunications expertise and strategic planning. Neither GTS nor its partner
is obligated to fund operations or capital expenditures of GTS-Monaco Access.
Losses and profits of GTS-Monaco Access are allocated to the partners in
accordance with their ownership percentages, in consideration of funds at risk.
As of June 30, 1998, GTS and its partner had each made equity contributions of
$0.8 million to GTS-Monaco Access. In addition, GTS-Monaco Access had
outstanding loans of $2.7 million to GTS as of June 30, 1998. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Accounting Methodology -- Profit and Loss Accounting." The
agreement between GTS-Monaco Access and MT, by its terms, continues in operation
until 2020. MT, 50% partner in GTS-Monaco Access and the local telephone
operator for the Principality of Monaco, is presently seeking a partner to
purchase a minority stake in MT. The sale of such stake, if undertaken, should
not be dilutive to the economic interest of the Company in GTS-Monaco Access
although the impact of such sale on the strategic view of MT toward GTS-Monaco
Access cannot be determined at this time.

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BUSINESS AND MARKETING STRATEGY

GTS's strategy for developing GTS-Monaco Access into an international
gateway hub includes the following:

- Develop Advanced Carrier Services Offerings. GTS-Monaco Access may
develop its "advanced carrier services" offerings to include global 0800
services and international free phone services, which GTS believes will
broaden customer relationships, enhance revenues and help to protect it
from price-based competition.

- Develop Relationships to Broaden Service Offerings. GTS-Monaco Access may
develop relationships to broaden its service offerings. GTS-Monaco Access
has entered into agreements with UUNET, one of its gateway customers, to
provide wholesale Internet access to GTS-Monaco Access's carrier
customers in a number of Western European countries. The agreement allows
these services to be "cobranded" with GTS's affiliates.

- Pricing. Price is a critical factor in the market for international
switching as competition increases due to expanding international
capacity, advances in technology and falling regulatory barriers. GTS-
Monaco Access intends to price its services competitively with the
prevailing price for comparable inter-PTO transit and gateway services.
GTS-Monaco Access is not bound by legacy systems, infrastructure and
personnel levels and can, therefore, manage competitive cost operations.

- Leverage Non-Aligned Position. Because GTS's Western European activities
are not allied with any of the major consortia or large Western European
telecommunications companies, GTS-Monaco Access may be considered an
attractive service provider for Western European carriers who may
otherwise be reluctant to obtain services from the larger operators of
international gateways that are often their competitors in the retail
market.

- Exploit GTS Synergies. GTS-Monaco Access may ally with other GTS
companies in Europe and the CIS. GTS-Monaco Access is expected to realize
significant reductions in its cost structure through access to low-cost
pan-European transmission capacity through alternative infrastructure
providers such as HER, Sovintel and C-Datacom International, Inc., GTS's
Indian venture, already route international traffic through GTS-Monaco
Access's gateway.

CUSTOMERS

Targeted customers for GTS-Monaco Access include:

- Non-Aligned PTOs. GTS believes that various large American and Western
European PTOs that lack adequate international switching and transport
facilities of their own may be persuaded to purchase international
services from GTS-Monaco Access, rather than from competing PTOs or
consortia.

- Mobile Carriers. GTS believes that some of the non-PTO mobile carriers,
which currently provide only a small percentage of Western European
mobile telecommunications traffic, may prefer the "independent"
international gateway service offerings of GTS-Monaco Access to those of
their PTO competitors.

- Internet Service Providers. Growth in Internet usage creates a
significant opportunity for a nonaligned Internet access provider such as
GTS-Monaco Access, since many Internet service providers will be in
direct competition with PTO-owned services in large European markets.

- Second Carriers/Resellers. GTS believes that many second carriers will
seek to enter new markets quickly without investing in international
switching capacity.

- Established ("Aligned") PTOs. This customer segment will be a niche
market for GTS-Monaco Access. As markets are deregulated and carriers
become increasingly competitive, traditional friendly correspondent
relations may become strained, and opportunities may emerge to leverage
GTS's non-aligned status to route traffic between rivals or to displace
incumbents for transit relationships.

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- Other GTS Companies. GTS-Monaco Access currently provides gateway
services indirectly to Sovintel, CDI and other GTS companies that
aggregate traffic or provide international long distance services. It may
also provide these services to HER.

In January 1998, GTS-Monaco Access terminated its relationship with a major
traffic partner as a result of which GTS expects that the venture will lose
approximately $6 million of revenues in 1998. Although GTS-Monaco Access is
putting in place plans to replace such revenues from other sources, no assurance
can be provided that such revenues will be replaced in the current fiscal year.

NETWORK

GTS has enhanced MT's existing technology platform of digital switching,
fiber optic transmission, satellite and submarine cable facilities by
interconnecting this existing network infrastructure to multiple terrestrial
routes covering Europe and to undersea fiber optic cables connecting the
GTS-Monaco Access network to Asia and the Americas.

The network infrastructure of GTS-Monaco Access is complementary with that
of HER, with each serving the carriers' carrier market from different
perspectives; HER for bandwidth services and GTS-Monaco Access for switched call
terminations and other carrier services.

LICENSES AND REGULATORY ISSUES

Because it operates in coordination with MT, the licensed operator of the
Monaco public network, and in indirect partnership with the government,
GTS-Monaco Access's telecommunications activities in Monaco require no
telecommunications license.

Because the Principality of Monaco is not an EU member state, GTS-Monaco
Access's telecommunications activities in the Principality are not directly
subject to European Community law. However, GTS-Monaco Access will have to
comply with EU regulation to the extent it does business in EU member states or
its business has an effect on trade between EU member states. The regulatory
requirements established by the EU create general guidelines under which the
national agencies of EU member states regulate. Accordingly, local laws and
regulations may differ significantly among these jurisdictions, and the
interpretation and enforcement of such laws and regulations may vary. Local
rules are sometimes based on the informal views of the local ministries which,
in some cases, are subject to influence by the local PTOs. In certain of the
Company's existing and target markets, there are laws and regulations which
affect the number and types of customers which the Company can address. For
instance, certain countries may and do require licenses for communication
companies to interconnect to the public network to originate traffic.

In addition, one of the services provided by GTS-Monaco Access is a form of
transit service, known in the industry as "re-filing." Re-filing is the practice
of routing traffic through a third country in order to take advantage of
disparities in settlement rates between different countries, allowing traffic to
a potential country to be treated as if it originated in the third country that
enjoys lower settlement rates with the destination country, thereby resulting in
lower overall costs on an end-to-end basis. Re-filing is prevalent in the
industry even though the practice is technically in contravention of ITU
regulations. In practice, because of the widespread non-observance of these
regulations, such a contravention normally does not give rise to specific legal
problems. However, their enforceability essentially depends on the status given
to ITU obligations by Member countries' domestic laws. Accordingly, there can be
no assurance that GTS-Monaco Access's re-filing services might not be disrupted
or be the subject of legal process at some time in the future. In such event,
within the EU a defense may be available that the ITU regulations are
anti-competitive and contravene the Treaty of Rome, although there can be no
certainty that such a defense would succeed.

COMPETITION

GTS-Monaco Access faces competition from consortia of telecommunications
operators, large PTOs and other international telephone operators with advanced
network infrastructures, access to large quantities of long-haul capacity and
established customer bases. PTOs currently providing large amounts of
international
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traffic have already established direct routes, transit arrangements and
correspondent relations and many have excess capacity that they resell in
competition with GTS-Monaco Access.

With the advent of deregulation in the Western European telecommunications
markets in 1998, opportunities for the establishment of international gateways
will likely develop in Europe and as a result competition in the market for
GTS-Monaco Access's services will increase. GTS-Monaco Access intends to
evaluate additional locations in Europe for the establishment of international
hubs based upon prospective costs and the availability of call routing at these
locations. GTS-Monaco Access plans to locate these prospective points of
presence in cities served by HER and to allow the termination of traffic through
HER. GTS-Monaco Access may benefit from the establishment of these points of
presence by incurring reduced transmission expenses.

While the Company believes that GTS-Monaco Access will be able to compete
effectively in certain identified market segments because most of its targeted
customers are in new and fast growing markets and have not established long-term
relationships with international gateway providers, and because it has equal
access to advanced infrastructure and international fiber routes, potential
access to low cost transport from HER and an "independent" status that allows it
to service a worldwide range of potential customers, the Company intends
continually to review the competitiveness of GTS-Monaco Access with respect to
its competitors.

EUROPEAN SERVICES STRATEGY

General. In order to capitalize on the increasing liberalization of
telecommunications regulation in Europe, GTS intends to offer through one or
more subsidiaries facilities-based telecommunications products and services
primarily to business and other high-usage customers in certain metropolitan
markets throughout Europe. GTS presently provides end user services in Russia,
the CIS and Central Europe and carriers' carrier services in Western Europe and
has experience in developing cross-border networks in Western Europe through
HER. Management has developed a business plan for the Company's European
Services Strategy that calls for the Company to leverage its experience in
developing and operating local, national and international telecommunications
networks by building, acquiring or leasing technologically advanced fiber optic
networks and establishing CLEC service capabilities in up to 12 metropolitan
markets throughout Europe, as regulatory conditions permit, within three years
after the Company commences implementing its European Services Strategy.
Currently the regulatory regimes in Europe vary from country to country and some
countries do not permit competitive local exchange carriers to operate. See
"Risk Factors -- Risks Relating to European Services Strategy."

Market and Business Strategy. GTS believes that the size and growth
potential of the European telecommunications market, and the increasing
liberalization of telecommunications regulations in Europe, offer considerable
opportunities to expand into end-user services into metropolitan markets
throughout Europe.

The size of the European telecommunications services market is estimated to
be approximately $188 billion in 1998. The Company estimates that the total
European addressable market (defined as non-residential core voice, enhanced
voice, non-residential international voice, data, leased line voice and
internet) in 1998 is approximately $96.5 billion, which is estimated to grow at
a compound annual growth rate of approximately 13.7% to approximately $306.7
billion by 2007.

Through construction of owned facilities or acquisition or partnership with
other providers, GTS intends to enter up to 12 European metropolitan markets.
The Company's strategy with respect to entry into a specific market will be
determined through an analysis of a number of demographic, economic and
telecommunications demand and spending characteristics, including business
concentration; presence of governmental, financial and business end-user
customers; local economic trends and prospects; demand for switched and
non-switched telecommunications services; feasibility of construction; presence
of existing and potential competitors; the regulatory environment; the market's
proximity to HER's network; and the presence of potential CLEC or reseller
acquisition candidates. In targeting cities in which its entry strategy will be
the

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construction of a fiber network, the Company will initially focus on cities in
which there are no CLEC competitors or only one other such competitor.
Management's current intention is to enter two metropolitan markets within 12
months after the Company initiates implementing the European Services Strategy
and to provide services in all 12 target metropolitan markets within three years
after such commencement date.

The Company expects to use one or more of the following strategies to enter
a market: (i) construction of a fiber-loop network; (ii) purchase or long-term
lease of dark fiber; (iii) obtaining of high frequency microwave licenses for
"wireless fiber," (iv) partnership with or acquisition of a local
facilities-based CLEC or (v) acquisition or development of a local reseller. In
the case of market entry through a reseller, it is the Company's objective to
build or acquire facilities when economically justifiable. There are a number of
risks attendant with each of these strategies and there can be no assurance that
the Company will be successful in pursuing any of these strategies. See "Risk
Factors -- Risks Relating to European Services Strategy."

In October 1998, the Company entered into an agreement to acquire all of
the stock of NetSource Europe, which is primarily engaged in the business of
reselling voice telecommunications services. See "Recent Developments."

Customers. The Company plans to offer its products and services primarily
to telecommunications-intensive businesses for which reliable telecommunications
services are critical, using the Company's facilities where available and/or
reselling other carriers' facilities as needed. These business segments include
financial services companies, multi-national companies, governmental agencies,
resellers, internet service providers ("IPs"), disaster recovery service
providers and wireless communications companies.

Products and Services. The Company intends to offer a broad array of
competitively priced, comprehensive services to meet customer telecommunications
service requirements, including private line services, local, national and
international switched telephony services, high-speed LAN interconnection
services, virtual private network services, video transmission services and IP
based services, including IP telephony and data transmission services. According
to industry sources, bandwidth demand for data in the United States is currently
growing significantly faster than voice and the Company expects that this trend
will develop in Europe as competitively priced capacity becomes available.
Additionally, the Company intends to develop competitively priced value-added
telecommunications services that are tailored to the specific needs of
individual customers. The types of services that the Company intends to offer
include:

- Switched Services. Switched services involve the transmission of voice,
data or video to locations specified by end-users or carriers. The
Company expects to have the technological capability to offer a full
range of switched service, including local, national and international
calls as well as enhanced services. The Company intends to own and
operate switches and enter into interconnection agreements with other
telecommunication service providers, including HER, in order to offer to
customers cost-effective local, national and international calling
services. Switched service features are expected to include, as allowed
by local regulations, enhanced services such as conference calling, call
forwarding, analog or digital connectivity, desk-to-desk calling, four
digit dialing full network monitoring and maintenance, caller ID, voice
mail/messaging and E-mail to voice-mail conversion.

- Non-Switched Services. Non-switched services involve a fixed, dedicated
communications link between two or more specific locations. Commonly this
service is utilized by an end-user to provide a private communications
medium between multiple business facilities or to another
end-user/carrier. The Company expects to provide high capacity, advanced
technology to deliver customer traffic with a lower cost and higher
reliability as compared to the local PTO. Through its high capacity, high
reliability and cost-efficient network, the Company intends to provide
non-switched voice, data and video transmission between (i) end users,
(ii) end users and carriers and (iii) multiple carriers, allowing its
customers the option to bypass the older, less efficient technology and
higher-priced services of the incumbent PTOs.

- Other Services. The Company also intends to develop service offerings to
take advantage of emerging market opportunities. Such services are
expected to involve one or more of the following: frame relay, ISDN and
ATM services; IP-based services, including intranet and extranet
services, high capacity

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internet for multi-media applications, voice over IP and the
establishment of a pan-European IP backbone in alliance with others;
calling card services; and enhanced voice services. These products are
expected to be developed and offered as customer demand dictates and as
the relevant regulatory environment permits. The Company believes that
there will be substantial demand for data and internet services by large
business and other high-usage customers, and that a bundled service
offering of national and international data and voice services will be
attractive to this targeted customer base.

Regulatory. The Company's preliminary plans with respect to its European
Services Strategy will subject the Company to significant additional regulation
at the EU, national and local level. The Company's determination as to which
markets it may enter will depend in part on the Company's evaluation of the
regulatory regime in such market. The detailed regulation varies from country to
country. Delays in receiving required regulatory approvals and licenses, or the
enactment of adverse regulations or regulatory requirements, may delay or
prevent the Company from entering a particular market or offering its services
in any European market, restrict the types of services offered by the Company,
constrain the Company's deployment of its networks or otherwise adversely affect
the Company's operations. There can be no assurance that the Company will be
able to obtain the necessary regulatory approvals on a timely basis or that the
Company will not otherwise be affected by regulatory developments, either of
which may have a material adverse affect on the Company. See "Risk
Factors -- Risks Relating to European Services Strategy."

Competition. The telecommunications industry is highly competitive.
Competition in the telecommunications industry is based largely on price,
customer service, network quality, value-added services and customer
relationships. Competition for the provision of local services in Europe is in
its early stages of development. Generally, PTOs offer both local and long
distance services and benefit greatly from their position as sole historic
provider in the markets they serve. PTOs generally have a number of competitive
advantages over emerging competitors, such as the Company and other CLECs, due
to substantially greater economic and human resources, close ties to local and
national regulatory authorities and control over virtually all local
telecommunications connectivity. Additionally, GTS believes that the market for
the provision of local services is sufficiently attractive to cause additional
CLECs, including multi-national carriers, to enter the market to offer products
and services which would compete with the Company.

The Company will compete with PTOs and, in certain markets, CLECs in the
provision of high quality, integrated telecommunications services to end-users
and resellers. CLEC competitors include, among others, COLT TeleCom Group plc,
which is providing service through networks in London, Frankfurt, Munich,
Hamburg and Paris; and WorldCom, which has commenced the construction of a
Pan-European fiber network, the first phase of which is expected to connect
London, Amsterdam, Brussels, Frankfurt and Paris. GTS believes, based on its
experience in providing end-user services in Russia, the CIS and Central Europe
and carrier's services in Western Europe and in developing cross-border networks
in Western Europe through HER, that it has the knowledge and ability to develop
products and services which will be competitive with other CLECs in terms of
content, quality and price. However, there can be no assurance that the Company
will be able to translate such experience in other markets in order to compete
effectively with PTOs or CLECs in the European markets it has targeted. See
"Risk Factors -- Risks Relating to European Services Strategy."

Network. In those markets which the Company determines to enter as a
facilities-based CLEC, the Company intends to construct, acquire or lease
facilities to operate advanced, competitive local telecommunications networks
employing current transmission technology with dual ring architecture and
central system monitoring and maintenance. The Company believes that a base of
uniform, reliable networks, which employ the most current technology and support
a broad array of high quality services, will allow the Company to compete
cost-effectively against products and services offered by PTOs and, in certain
markets, other CLECs.

The Company's plan for its basic transmission platform is optical fiber
deployed in rings, equipped with high-capacity SDH equipment. Such rings will
provide redundancy by using dual paths for telecommunications transmissions and
will extend to a customer facility either directly or on a point-to-point link
from the rings. Such rings will finally connect to the customer through
customer-dedicated or shared electronics on or near the customer premises.

Network Construction. Prior to undertaking acquisition or construction of a
network in a particular market, the Company will undertake an analysis of a
number of factors, as discussed above, to determine
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whether such acquisition or construction is economically justifiable. Wherever
appropriate, the Company will seek to purchase or lease dark fiber or utilize
high-frequency short-haul microwave as a method of accelerated entry into a
selected market.

GTS expects that construction and installation services will be provided by
independent contractors selected through a competitive bidding process. Company
personnel are expected to provide project management services, including
contract negotiation, construction supervision, testing and certification of
installed facilities. The construction period of a network is expected to vary
greatly, depending on such factors as network route kilometers, number of
buildings involved in the initial installation and local construction
regulations. Upon completion of the first phase of construction, or the initial
loop, the Company expects to commence generating revenue. Further expansion of
the network will be dictated by customer growth and customers' relative
proximity to the initial loop.

The initial capital requirement for implementing the European Services
Strategy will be financed with a majority of the proceeds of the Offerings
received by the Company. In addition, the Company contemplates that it will
raise additional debt financing through a newly formed subsidiary of the
Company, the proceeds of which will be applied toward the implementation of the
Company's European Services Strategy. The size and timing of such financing has
not yet been determined by the Company. The proceeds will be applied toward the
implementation of the Company's European Services Strategy. Due to the
preliminary nature of the Company's business plan for such strategy, the Company
cannot estimate with any degree of certainty the amount and timing of the
Company's future capital requirements for such implementation, which will be
dependent on many factors, including the success of the Company's European
services business, the rate at which the Company expands its networks and
develops new networks, the types of services the Company offers, staffing
levels, acquisitions and customer growth, as well as other factors that are not
within the Company's control including competitive conditions, regulatory
developments and capital costs. Management believes, however, that if the
European Services Strategy is implemented, it is likely that the Company will
need to raise additional capital. See "Risk Factors -- Additional Capital
Requirements" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- European Services Strategy."

Sales and Marketing. In each of its target markets, the Company intends to
establish its own direct sales force. As the Company will be targeting large
financial, corporate and governmental customers with demanding
telecommunications service requirements, the Company expects that its internal
sales force will include dedicated sales and customer service representatives.

Billing and Information Systems. Sophisticated information and processing
systems will be vital to the Company's success. Specifically, the Company will
need to develop systems to enter, schedule, provision, and track a customer's
order from the point of sale to the initiation of service and such systems will
need to include, or interface with, trouble-shooting systems, management,
billing, collection and customer service systems. The Company expects the
development of its systems to require substantial capital and management
resources.

CENTRAL EUROPE

In Central Europe, GTS's objective is to become one of the leading
alternative telecommunications providers in the region. GTS currently provides
private data communications services to government and commercial customers in
Hungary and the Czech Republic. In the Czech Republic, the Company provides
outgoing voice services and operates an international gateway and a data
services network. In Hungary, GTS operates a nationwide microwave network and a
VSAT network, which GTS believes is the largest VSAT network in Central Europe
as measured by number of VSAT sites. The Company has also signed an agreement to
provide international data services in Poland, subject to receipt of necessary
governmental approvals. GTS's strategy is to expand its service offerings as the
regulatory environment permits, leveraging its existing VSAT and international
gateway infrastructure where possible and providing a broad range of services to
its target markets.

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Hungary

GTS-Hungary. GTS-Hungary, a 99% owned subsidiary of GTS, is a leading
provider of customized data services offering high quality, reliable virtual
private network services to customers throughout Hungary and, through other GTS
affiliates, other countries in Central Europe. GTS-Hungary provides these
services through VSATs installed at customer sites throughout the country and a
microwave-based high speed overlay network for points in the Budapest
metropolitan area and in Hungary's 18 county capitals. Along with these data
transmission services, GTS-Hungary provides high quality customer service
including (i) significant system integration support in the initial
implementation of the customers' networks and in on-going expansion and
improvements and (ii) a unique maintenance and technical support service, which
include "rapid response" service calls and 24-hour hub service operations
support, which can be backed by financial guarantees when required.

As of June 30, 1998, GTS-Hungary's VSAT network consisted of approximately
986 owned and operated VSAT sites which the Company believes makes it the
largest VSAT-based network in Central Europe. GTS believes that its choice of
VSAT technology as a way of quickly deploying a full range of business services
nationwide will allow it to capture key customers and market segments. Such
positioning, the Company believes, will enable GTS-Hungary to expand its service
offerings as the Central European market matures and as regulatory authorities
further privatize and deregulate the telecommunications industry. GTS-Hungary
has recently completed a nationwide expansion of its microwave-based Budapest
overlay network and plans to develop two fiber loops in Budapest. The expansion
will increase GTS-Hungary's revenue base in the region and provide opportunities
to leverage further its other service offerings. There can be no assurance,
however, that this development will be completed on a timely and commercially
feasible basis.

The Hungarian state lottery is GTS-Hungary's largest customer, accounting
for more than 50% of GTS-Hungary's total revenue for the year ended December 31,
1997 and the six months ended June 30, 1998. GTS-Hungary has also targeted its
VSAT network services to business customers in the domestic service industry and
other government organizations. Although GTS-Hungary continues to diversify its
revenue and customer base, the loss of the Hungarian state lottery as a customer
would have a material adverse effect on GTS-Hungary's business.

GTS-Hungary generally charges its data services customers a flat monthly
fee for a fixed amount of usage and usage-based fees for use above the
contractual amount. Customers are billed in Hungarian forints (indexed to U.S.
dollars) on a monthly basis. Pricing is generally determined for an individual
client based upon the size of traffic requirements. In general, GTS-Hungary's
strategy is to minimize the initial customer investment in order to lower the
barriers to purchase, while committing customers to long-term contracts.

GTS-Hungary's major competitors include BankNet, Hungaro-DigiTel and MATAV,
the Hungarian PTO, each of which operates a network with at least 200 VSAT
sites. MATAV offers a broad range of services and has recently targeted the
business sector that GTS serves. GTS believes that, while some of its
competitors have stronger financial resources, GTS-Hungary remains the leading
VSAT service provider in Hungary in terms of number of VSAT sites, the size and
quality of its infrastructure and the quality of its service. GTS also believes
it has distinguished itself from its competition by its superior customer
service.

Currently, all VSAT licenses in Hungary have been granted under temporary
telecommunications regulations. The temporary licenses prohibit connection to
public telecommunications networks or other international or domestic
data-transmitting systems. In December 1993, GTS received a temporary service
permit to provide data-transfer services utilizing a VSAT-based wireless
communications system throughout Hungary. In March 1997 the government issued
new telecommunications regulations which require all operations with temporary
licenses to apply for permanent licenses by the end of April 1997. GTS-Hungary
has submitted applications for the conversion of its temporary licenses to
permanent ones. While no assurances can be given, GTS expects permanent licenses
to be issued in due course. The failure to receive such licenses would have a
material adverse effect on the business of GTS-Hungary.

Neither GTS nor its partner in GTS-Hungary is obligated to fund operations
or capital expenditures of GTS-Hungary. Losses and profits of GTS-Hungary are
allocated to the partners in accordance with their ownership percentages, in
consideration of funds at risk. As of June 30, 1998, GTS had made equity

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contributions of $12.5 million to GTS-Hungary, GTS' partner has not made any
equity contributions as of December 31, 1997. In addition, GTS-Hungary had
outstanding loans of $2.0 million to GTS as of June 30, 1998. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Accounting Methodology -- Profit and Loss Accounting." Further, the joint
venture does not have an expiration date.

EuroHivo. In addition to its network and data services, GTS also provided
nationwide paging services primarily to the retail consumer market through its
70% owned joint venture, EuroHivo. During 1997, GTS concluded that EuroHivo was
not a core business and was assessing offers to sell its interests in EuroHivo.
In connection with this anticipated divestiture, the Company wrote-off its
investment in EuroHivo in the third quarter of 1997. In September 1998, GTS sold
its interest in EuroHivo. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Results of Operations -- Consolidated
Ventures."

Czech Republic

Czechnet. Czechnet, a wholly owned subsidiary of GTS, offers the only
alternative international telephony service in the Czech Republic, as well as a
full range of private data services, delivered through a combination of a fully
digital microwave overlay network and an international satellite gateway in
Prague and GTS-Hungary's VSAT network. Through an intercompany arrangement with
GTS-Hungary, Czechnet provides all of the same VSAT services offered by
GTS-Hungary. In addition, Czechnet offers high-speed Internet access service and
is among the leading Internet access providers in the Czech Republic. Czechnet
seeks to become the second carrier in the Czech Republic and is also targeting
opportunities in Slovakia, based upon the historic relationship between the
Czech and Slovak markets.

The Czechnet network consists of an earth station linked to GTS-Monaco
Access and to British Telecom, a series of point-to-point and
point-to-multipoint microwave connections providing dedicated access to the
buildings served by Czechnet and individual VSATs based on, and controlled by,
GTS-Hungary's hub in Budapest.

Czechnet's target customers include real estate developers, hotels and
multinational companies which require international voice or data services or
Internet connectivity, where both GTS's own services and the services of GTS
partners are sold. Czechnet provides outgoing international voice services and
high-speed Internet access to large commercial buildings in Prague. As of June
30, 1998, Czechnet had concluded agreements with building owners to convert
PABXs in 30 buildings in Prague. International voice services are offered at
prices similar to those of the Czech PTO. Czechnet plans to pursue customers who
require value-added services which may be offered at higher prices and better
margins.

Czechnet is licensed to provide international satellite and domestic
private voice and data services. It received its operating licenses in 1994 and
1995 and began offering services in 1995. The licenses grant permission to
install and operate up to 150 earth stations and, upon application, an
additional 150 earth stations. The licenses currently prohibit the provision of
switched voice services and the interconnection to public voice, telex and data
networks and telecommunications networks of other providers.

Czechnet is the only alternative international telephony provider licensed
in the Czech Republic. As such, its only licensed competitor is SPT Telecom, the
Czech PTO. Should SPT decide to compete aggressively with Czechnet, it has the
ability to discount prices below those which could be easily sustained by
Czechnet. In data services, Telenor, GITY and Nextel (a subsidiary of SPT
Telecom) are Czechnet's three major competitors for data services in the Czech
Republic. GTS believes that its experience in establishing VSAT services in the
region and its emphasis on integrated voice and data services provides Czechnet
with a competitive advantage. Additionally, GTS's transmission facilities and
infrastructure in Hungary and Monaco provide them with a relatively low cost
infrastructure and, as a consequence, greater pricing flexibility than their
competitors. With respect to Internet services, GTS believes that, although this
market consists of a large number of small providers and that SPT Telecom will
seek to enter this market, the dedicated, high-speed infrastructure that
Czechnet is installing will provide superior services to its customers.

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New Ventures

In September 1998 certain affiliates of the Company acquired ownership
interests in Datanet, a leading Internet service provider in Hungary; Dattel, a
competitive local exchange carrier serving Prague, Czech Republic; and Catalina
Sp.z.o.o., a Polish company holding an international data services license.

ASIA

Chinese law generally prohibits foreign investment or participation in the
operation of telecommunications services, while Indian law requires foreign
telecommunications operators to conduct certain telecommunications businesses,
including basic switched telephony and cellular services, through joint ventures
that are at least 51% owned by Indian partners. GTS believes that these
restrictive regulations will eventually be liberalized and that its early entry
into these markets and its strong relationships with influential commercial
firms and with local, regional and national-level government entities will
provide it with a strong competitive advantage over competitors that await more
explicit regulatory regimes authorizing direct telecommunications investments.

China

GTS participates in the nationwide tourist industry VSAT network through
GTS China Investments LLC, a company in which GTS holds a 75% interest and an
affiliate of a shareholder of the Company owns a 25% interest. See "Certain
Related Party Transactions." GTS China Investments LLC holds an indirect 63%
interest in Beijing Tianmu Satellite Communications Technology Co. Ltd.
("Beijing Tianmu"), which provides technical, operational and financial support
for the VSAT network. In addition, through Shanghai V-Tech Telecommunications
Systems Co., Ltd. ("V-Tech"), a venture in which GTS holds a 75% interest, the
Company provides financing, operational consulting, technical and engineering
services to a Shanghai-based VSAT network operator.

With respect to V-Tech, in addition to the Company's initial equity
contribution of $3.75 million, GTS committed to fund up to an additional $3.0
million (all of which has been funded by the end of the third quarter of 1997).
The joint venture expires in April 2015, and profits and losses are allocated
according to ownership interests in consideration of funds at risk. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Accounting Methodology -- Profit and Loss Accounting." GTS
currently is evaluating adding additional partners to V-Tech which may reduce
GTS's ownership interest in V-Tech. The Company has reached an agreement to sell
its ownership interest in V-Tech in consideration of an equity interest in the
purchaser of the Company's interest in such venture. Consummation of such sale
is subject to certain conditions precedent.

With respect to Beijing Tianmu, in addition to the Company's initial equity
contribution of $8.75 million, GTS is responsible for arranging additional
financing of up to $14.4 million, subject to the approval of the venture's Board
of Directors, the majority of members of which are elected by GTS. The joint
venture expires in March 2021, and profits and losses are allocated according to
ownership interests, in consideration of funds at risk. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Accounting Methodology -- Profit and Loss Accounting."

India

In India, GTS is following the strategy it implemented in Moscow and is
currently pursuing in Central Europe, in which it initially penetrates the
telecommunications market by developing satellite-based international gateway
networks to provide telecommunications services to targeted business customers.
GTS's operations in India are conducted through C-Datacom International, Inc.
("CDI"), a wholly owned subsidiary which provides digital international private
line communications to and from India for multiple applications, including data
and voice. While not permitted to provide telephony services, CDI is currently
in the process of installing an international gateway switch adjacent to
GTS-Monaco Access's international gateway for the purpose of handling
international traffic.

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EMPLOYEES

On June 30, 1998, GTS, its consolidated subsidiaries and joint ventures in
which GTS participates, employed approximately 1,858 persons. The Company
believes its future success will depend on its continued ability to attract and
retain highly skilled and qualified employees. The Company believes that its
relations with its employees are good.

Although GTS's employees are not unionized, unions represent employees of
the Company's railroad partners in HER. Under the agreements contemplated
between HER and its railroad partners, some of these employees will be required
to construct and maintain certain portions of the HER network. There can be no
assurances that unionized employees of HER's partners will not experience labor
unrest.

PROPERTIES

The Company leases, under long-term leases, office space to serve as sales
office and/or administrative facilities, including its 15,000 square-foot
headquarters in McLean, Virginia with a five year lease expiring December, 2000.
The Company has entered into a new lease for its headquarters in McLean covering
33,000 square feet, which lease will expire September, 2005. The Company expects
to relocate to the new space in the first quarter 1999 and plans to sublease its
current offices. The Company maintains regional headquarters offices in Moscow
and Budapest, as well as facilities in McLean, Virginia and London. HER is
headquartered just outside of Brussels, Belgium.

HER leases, under long-term leases, portions of railroad, utility and other
rights-of-way for its fiber-optic routes. HER is creating a fiber optic network
consisting of optical fiber pairs, which are leased under long-term leases, and
technical sites leased under long-term leases. See "Business -- Western
Europe -- HER."

LITIGATION

In addition to routine legal proceedings incidental to the conduct of its
business, the Company, GTS-Hungaro and GTS-Hungary are named as defendants in an
action captioned USH Ventures and USH Telecom, L.L.C. v. Global TeleSystems
Group, Inc. and GTS-Hungaro, Inc., Civil Action No. 97C-08-86, commenced in
August 1997, which is currently pending in the Superior Court of the State of
Delaware in and for New Castle County. The complaint alleges breach of contract
and interference with a business relationship. On May 21, 1998, the Superior
Court of the State of Delaware denied the Company's motion to dismiss the claim.
While it is not possible at this time to make a meaningful assessment of the
outcome of this litigation, based upon information currently available and upon
consultation with counsel, the Company does not believe that the outcome of this
litigation will have a material adverse effect upon the financial condition of
the Company.

On March 27, 1998, V-Tech brought a claim for approximately $1.1 million
against Gilat Satellite Networks, Ltd. ("Gilat"), the vendor of a Ku-band VSAT
hub and system which V-Tech purchased in 1996, in an arbitration proceeding
under the Rules of Arbitration of the ICC International Court of Arbitration.
V-Tech has demanded in the request for arbitration that Gilat accept return of
the equipment, which V-Tech has not accepted or commissioned because it has
failed to meet contract specifications, and refund purchase amounts already paid
under the contract, plus other sums. On June 2, 1998 Gilat filed a counterclaim
against V-Tech seeking the balance due under the contract and other alleged
damages, in the aggregate amount of $685,000. Gilat has stated its intention to
join the Company as a third-party respondent to its counterclaim. Although it is
not possible at this time to make an assessment of the outcome of the
arbitration proceeding, the Company does not believe that Gilat's counterclaim,
even if successfully asserted against the Company, would have a material adverse
effect upon the Company's financial condition.

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MANAGEMENT

The directors, executive officers and key employees of the Company, their
positions and their ages are as follows:

NAME AGE POSITIONS
---- --- ---------

Alan B. Slifka(1)(4)(6)................ 68 Chairman of the Board of Directors
Gerald W. Thames(1)(5)................. 51 Vice Chairman of the Board of Directors, President
and Chief Executive Officer
Bruno d'Avanzo......................... 56 Executive Vice President and Chief Operating Officer
William H. Seippel..................... 41 Executive Vice President of Finance and Chief
Financial Officer
Jan Loeber............................. 54 Senior Vice President -- HER
Raymond I. Marks....................... 51 Senior Vice President -- Asia
Stewart P. Reich....................... 53 Senior Vice President -- Russia
Louis T. Toth.......................... 55 Senior Vice President -- Central Europe
Grier C. Raclin........................ 45 Senior Vice President, General Counsel and Secretary
Eileen K. Sweeney...................... 46 Senior Vice President -- Human Resources Corporate
Kevin Power............................ 44 Managing Director -- GTS-Monaco Access
Michael A. Greeley(2)(3)(5)............ 35 Director
Bernard McFadden(1)(3)(4)(6)........... 64 Director
Stewart J. Paperin(2)(3)(4)(6)......... 50 Director
W. James Peet(1)(5).................... 43 Director
Jean Salmona(2)(7)..................... 62 Director
Joel Schatz(2)(5)...................... 61 Director
Adam Solomon(1)(3)(7).................. 45 Director
David Dey(2)(3)(7)..................... 60 Director
Roger W. Hale(1)(4)(7)................. 54 Director
Robert J. Amman(1)(4)(6)............... 60 Director

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

(1) Member of Executive Committee

(2) Member of Audit and Budget Committee

(3) Member of Compensation Committee

(4) Member of Governance Committee

(5) Term expires at annual meeting of stockholders in 1999

(6) Term expires at annual meeting of stockholders in 2000

(7) Term expires at annual meeting of stockholders in 2001

Biographical information on each of the foregoing officers follows:

Alan B. Slifka, Chairman of the Board of Directors. Mr. Slifka has served
as a director of GTS since 1990. Mr. Slifka is a New York investment banker and
the Managing Principal of Halcyon/Alan B. Slifka Management Company LLC, an
equity asset management firm specializing in nontraditional investments,
specifically corporate event investing. Previously, Mr. Slifka was a partner of
L.F. Rothschild, Unterberg, Towbin from 1961 to 1982. He is a director of Pall
Corporation and is active in other business, civic and philanthropic affairs as
founder, director or officer of numerous for-profit and not-for-profit
corporations and foundations. Mr. Slifka served as acting Chief Executive
Officer of GTS during most of 1993.

Gerald W. Thames, Vice Chairman of the Board of Directors, President and
Chief Executive Officer. Mr. Thames joined GTS as Chief Executive Officer in
February 1994, and has served as a director of GTS since February 1994. From
1990 to 1994, Mr. Thames was President and Chief Executive Officer for British
Telecom North America and Syncordia, a joint venture company focused on the
international outsourcing market. Mr. Thames has spent over 18 years in senior
positions with telecommunications companies, where he was responsible for
developing start-up telecommunications companies, including 15 years with AT&T,
where he rose to the position of General Manager of Network Services for the
Northeast Region of AT&T Communications.

Bruno d'Avanzo, Executive Vice President and Chief Operating Officer. Mr.
d'Avanzo joined GTS as Executive Vice President and Chief Operating Officer in
August 1996. From 1994 to 1996, Mr. d'Avanzo was

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Executive Vice President and Chief Operating Officer of Intelsat, the largest
telecommunications satellite operator in the world. From 1992 to 1994, Mr.
d'Avanzo was a senior executive with Olivetti Corporation, serving as Vice
President and General Manager -- Europe and as Vice President -- U.S., Canada
and South America. Mr. d'Avanzo also spent 15 years with Digital Equipment
Corporation, a diversified computer manufacturer where his last position was
Vice President -- European Sales and Marketing.

William H. Seippel, Executive Vice President of Finance and Chief Financial
Officer. Mr. Seippel joined GTS as Executive Vice President of Finance and Chief
Financial Officer in October 1996. From July 1992 to October 1996, Mr. Seippel
was Vice President -- Finance and Chief Financial Officer of Landmark Graphics
Corporation. From August 1990 to July 1992, Mr. Seippel was Director of Finance
for Covia, Inc., an affiliate of United Airlines. From April 1984 to August
1990, Mr. Seippel held the positions of Group Business Controller (1989 to
1990), Group Controller Sales/Marketing (1986 to 1989), and Product Line
Controller (1984 to 1986) with Digital Equipment Corporation, a diversified
computer manufacturer.

Jan Loeber, Senior Vice President -- HER. Mr. Loeber joined GTS in January
1995. From October 1992 to December 1994, Mr. Loeber was a Managing Director of
BT Securities Corporation. From April 1990 to September 1992, Mr. Loeber held
positions as Managing Director of Unitel Ltd. (now One 2 One) in the United
Kingdom, Group President of Nokia North America Inc., Vice President of ITT
Corporation, and Marketing and Product Management Director of ITT Europe. Mr.
Loeber also spent almost 10 years with AT&T, where his last position was
Executive Director, Bell Laboratories. Mr. Loeber has over 22 years of
experience in the telecommunications industry and an additional 9 years of
experience in information technology with the Pentagon, IBM and Chemical Bank of
New York.

Raymond I. Marks, Senior Vice President -- Asia. Mr. Marks joined GTS as
Senior Vice President -- Asia in July 1994. From October 1986 to June 1994, Mr.
Marks served as Vice President and General Manager of GTE Spacenet Corporation,
where he had overall responsibility for strategic planning, domestic and
international business development, creation of joint ventures and international
alliances, as well as the worldwide management of the marketing, sales and
technical support organizations. Mr. Marks has also served as Vice President for
the Digital Information Group for MCI Communications Corporation. Mr. Marks has
28 years of experience in the telecommunications and computer industries.

Grier C. Raclin, Senior Vice President, General Counsel and Corporate
Secretary. Mr. Raclin joined GTS as its Senior Vice President and General
Counsel in September, 1997, and was elected Corporate Secretary of the Company
in December 1997. Prior to joining GTS, Mr. Raclin served as Vice-Chairman and a
Managing Partner of the Washington, D.C. office of Gardner, Carton & Douglas, a
250-attorney, corporate law firm based in Chicago, Illinois, where his practice
was concentrated in the area of international telecommunications. Mr. Raclin
received his undergraduate and law degrees from Northwestern University and
attended the University of Chicago School of Business Executive Program.

Stewart P. Reich, Senior Vice President -- Russia. Mr. Reich joined GTS as
President -- GTS Russia in September 1997. From September 1992 to August 1997,
Mr. Reich was President of UTEL, a joint venture of AT&T, Deutsche Telekom, PTT
Telecom (Netherlands), and Ukrtelecom (a Ukrainian telecommunications company)
which provides international and interregional telecommunications services in
Ukraine. From 1982 to 1992, Mr. Reich held various positions at AT&T where his
last position was Financial Manager, AT&T International Communications Switched
Services. Mr. Reich was also employed for 20 years with Western Electric Company
from 1961 to 1981.

Eileen K. Sweeney, Senior Vice President -- Human Resources. Ms. Sweeney
joined GTS as Senior Vice President -- Human Resources in November, 1997. Prior
to joining GTS, Ms. Sweeney was President of Global Resource Associates, a
consulting company specializing in international human resource issues. Prior to
that time, Ms. Sweeney spent 10 years with ITT Corporation in a variety of human
resource management positions, including eight years based in Europe and in the
Middle East. Ms. Sweeney holds a Master's Degree in Business Administration from
Simmons Graduate School of Management in Boston.

Louis T. Toth, Senior Vice President -- Central Europe. Mr. Toth joined GTS
as Senior Vice President -- Central Europe in July 1993. From February 1987 to
July 1991, Mr. Toth served as President of

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Dynaforce Inc. and as Partner and General Manager for the pan-European expansion
of Andlinger & Company. Mr. Toth, who is currently based in London, has 23 years
of telecommunications experience with ITT Corporation in Europe, Latin America
and Asia.

Kevin Power, Managing Director -- GTS Monaco Access. Prior to joining GTS
Monaco Access in October 1995, Mr. Power was Vice President, Carrier Relations
for the Company beginning in November 1994, where he was responsible for
assisting and coordinating the carrier activities of the GTS group of companies.
In 1988, Mr. Power was one of a group of five people who started the commercial
operations of Orion Network Systems and he stayed with the company until the
launch of its first satellite in 1994. His last position there was Vice
President of Carrier Services. Prior to that, he held positions with Intelsat,
National Economic Research Associates (NERA) and the U.S. Department of
Commerce.

Biographical data on each of the directors, other than Mr. Thames, are as
follows:

Michael A. Greeley, Director. Mr. Greeley has served as a director of GTS
since September 1996. Mr. Greeley is the Senior Vice President of GCC
Investments, Inc., the investment group of GC Companies, Inc. From June 1989 to
July 1994, Mr. Greeley was a Vice President at Wasserstein Perella & Co., Inc.,
an international investment bank, specializing in mergers and acquisitions and
corporate finance transactions. Mr. Greeley is also a director of Teletrac,
Inc., Crescent Communications, American Capital Access Holdings, LLC and
Fuelman, Inc. By contractual arrangement, GCC Investments, Inc. has the right to
designate one person for nomination to the Board of Directors as long as it
holds not less than two and one-half percent of the issued and outstanding
shares of the Common Stock on a fully diluted basis. Mr. Greeley is the designee
of GCC Investments, Inc. to the Board of Directors.

Bernard McFadden, Director. Mr. McFadden has served as a director of GTS
since February 1994. Mr. McFadden currently serves as an independent consultant
for GTS and is a GTS representative on the supervisory board of HER. Mr.
McFadden's career in international telecommunications includes 32 years with ITT
Corporation, where he served as President and Chief Executive Officer of ITT's
Telecom International Group, and a four and one-half year assignment as
President and Chief Operating Officer of Alcatel Trade International, S.A.

Stewart J. Paperin, Director. Mr. Paperin has served as a director of GTS
since March 1997. Mr. Paperin serves as Chief Financial Officer of the Soros
Foundations. In addition, he has served as the President of Capital Resource
East since October 1993. Prior to that, Mr. Paperin was President of Brooke
Group International from 1990 to 1993 where he was responsible for investments
in the former Soviet Union. Mr. Paperin also served as Chief Financial Officer
of Western Union Corporation from 1989 to 1990. Mr. Paperin serves as a director
of the Board of Penn Octane Corporation.

W. James Peet, Director. Mr. Peet has served as a director of GTS since
January 1996. Mr. Peet has been affiliated with The Chatterjee Group, an
investment firm, since 1991. Mr. Peet is a director of Hainan Airlines and
Phoenix Information Systems Corporation. Mr. Peet served as director of Viatel,
Inc. from November 1995 until June 1998. Immediately prior to joining The
Chatterjee Group, Mr. Peet spent six years with McKinsey & Company. By
contractual arrangement, The Chatterjee Group has the right to designate one
person for nomination to the Board of Directors to serve a term of five years.
Mr. Peet is the designee of The Chatterjee Group to the Board of Directors.

Jean Salmona, Director. Mr. Salmona has served as a director of GTS since
March 1996. Since 1989, Mr. Salmona has been Chairman and Chief Executive
Officer of CESIA Consulting Group ("CESIA"), a consulting concern based in
France that specializes in information and communications systems and
technologies. Mr. Salmona is also Chairman and Director General, Data for
Development International Association, a nongovernmental organization with
consultative status to the United Nations Economic and Social Council. Mr.
Salmona is a graduate of Ecole Polytechnique, Paris, Institut d'Etudes
Politiques, Paris, and Ecole Nationale de la Statistique et de l'Administration
Economique, Paris.

Joel Schatz, Director. Mr. Schatz has served as a director of GTS since the
inception of the Company. Mr. Schatz was a founder of the Company and served as
its President from 1985 to 1991. Mr. Schatz is presently the Chairman and Chief
Executive Officer of Datafusion, Inc., a company developing software to
accelerate knowledge synthesis.

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Adam Solomon, Director. Mr. Solomon has served as a director of the Company
since June 1995. Mr. Solomon is also Chairman of Shaker Investments, Inc., a
growth equity investment firm and Chairman of Signature International, L.P., a
venture/development firm whose initial focus is redeveloping existing
residential/golf communities, and a member of the board of directors of MetaSolv
Software, Inc. Prior to that, Mr. Solomon spent eleven years with E.M. Warburg,
Pincus & Co., Inc., where he was Managing Director from 1988 to 1992. While at
E.M. Warburg, Pincus & Co., Inc., Mr. Solomon served as a member of the board of
directors of LCI International, Inc., a regional long-distance carrier.

David Dey, Director. Since 1995, Mr. Dey has served as an independent
consultant, particularly to high technology start-up companies in Europe. In
that capacity, he has served as Chairman of The Connections Group, a provider of
branded Internet services and Web-based electronic mail, and as Chairman of
STARTECH Scotland, a high technology incubator that focuses on
telecommunications and software start-up companies. From 1992 to 1995, Mr. Dey
served as Chief Executive Officer of Energis Communications, which grew from a
start-up company to become the United Kingdom's third national
telecommunications operation during his tenure. Mr. Dey was employed by British
Telecom plc from 1987 to 1991, most recently as Managing Director of its
Business Communications Division, and he held various management positions at
IBM Corporation where he was employed from 1961 to 1985.

Roger W. Hale, Director. Mr. Hale is Chairman, President and Chief
Executive Officer of LG&E Energy Corp., a diversified energy services and
marketing company with businesses in retail gas and electric utility services,
energy marketing and trading, and power generation and project development. Mr.
Hale has served in that capacity since August 1990. Previously, Mr. Hale served
as Executive Vice President of Bell South Enterprises, Inc. from 1986 to 1989
and with AT&T Corporation from 1966 to 1986, serving in various management
positions including Vice President of Marketing, Southern Region. Mr. Hale is a
Director of H&R Block, Inc. and PNC Bank, Kentucky, Inc.

Robert J. Amman, Director. Mr. Amman was elected to the Company's Board of
Directors in May 1998. Mr. Amman was Chairman, President and Chief Executive
Officer of John H. Harland Company, a printing firm, from 1995 to 1998.
Previously, from 1994 to 1995, he served as Vice Chairman of First Financial
Management Corporation, where he was responsible for the merchant services
businesses consisting of Western Union, NaBanco, Telecheck, Nationwide Credit
and International Banking Technologies. From 1988 to 1994, Mr. Amman served as
President and Chief Executive Officer of Western Union Corporation, where he
oversaw the transformation of the firm from a telecommunications to a financial
services company. Mr. Amman is a member of the Executive and Governance
Committees of the Board of Directors of the Company.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Each Director of GTS, except Mr. Thames, receives an annual directors' fee
of $15,000. In addition, the fee paid to each Director, except for Mr. Thames,
for attending any meeting of the Board of Directors is $1,500 per meeting,
except for telephonic Board of Directors meetings of two hours or less, where
the fee is $750 for each such meeting. Each Director, except Mr. Thames, who
attends a committee meeting is entitled to a directors' fee of $1,000 per
meeting, except for telephonic committee meetings of a duration of two hours or
less, for which a fee of $500 is paid.

For the year ended December 31, 1997, the aggregate compensation paid by
the Company to its directors and executive officers for services in all
capacities was approximately $4.7 million.

GTS maintains the Global TeleSystems Group, Inc. Non-Employee Directors' Stock
Option Plan that permits directors to share in the growth of the value of GTS
through the grant and exercise of nonqualified stock options. See "-- Global
TeleSystems Group, Inc. Non-Employee Directors' Stock Option Plan." In addition,
on February 27, 1998 the Board of Directors granted to each of certain of its
then incumbent members options to purchase 15,000 shares of Common Stock at an
exercise price of $20 per share.

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GLOBAL TELESYSTEMS GROUP, INC. NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

The purpose of the Global TeleSystems Group, Inc. Non-Employee Directors'
Stock Option Plan (the "Directors' Plan") is to permit eligible non-employee
directors of GTS (each a "Non-Employee Director") to share in the growth of the
value of GTS through the grant and exercise of nonqualified stock options.

The total number of shares of Common Stock presently reserved and available
for delivery under the Directors' Plan is 1,275,000. The Directors' Plan is
administered by the compensation committee of the Board of Directors (the
"Committee"). Only directors of GTS who are not employees of GTS or any
subsidiary of GTS on the date on which an option is to be granted are eligible
to participate in the Directors' Plan on such date.

An option (a "Directors' Option") to purchase shares of Common Stock was
granted to each Non-Employee Director on the effective date of the Directors'
Plan and a Director's Option is granted to each new Non-Employee Director when
he or she is first elected or appointed to serve as a director of GTS. One-half
of the Directors' Options vests six months after the date of grant. An
additional one quarter become exercisable on the date six months following the
first annual meeting of GTS's shareholders to occur after such date of grant,
and the remaining one quarter shares become exercisable on the date six months
following the second annual meeting of GTS's shareholders to occur after such
date of grant. An initial Directors' Option represents 22,250 shares of Common
Stock. On the date of each annual meeting of GTS's shareholders, an additional
Directors' Option to purchase 9,000 shares will be granted each year on the date
of the Company's annual meeting to the individuals who will serve as elected
Non-Employee Directors of the Company during the next year.

Directors' Options are nonqualified stock options which are subject to
certain terms and conditions including those summarized below. The exercise
price per share of Common Stock purchasable under a Directors' Option will be
equal to 100% of the fair market value of Common Stock on the date of grant.
Each Directors' Option will expire upon the earliest of (a) the tenth
anniversary of the date of grant, (b) one year after the Non-Employee Director
ceases to serve as a director of GTS due to death or disability (except that, in
the case of disability, if the Non-Employee Director dies within that one-year
period, the Directors' Option is exercisable for a period of one year from the
date of death), (c) three months after the Non-Employee Director ceases to serve
as a director of GTS for any reason other than death or disability (except that,
if the Non-Employee Director dies within that three-month period, his or her
Directors' Options are exercisable for a period of one year from the date of
such death), and (d) three months after the Non-Employee Director ceases to be
employed by GTS if such Non-Employee Director had become an employee of GTS
(except that, if the Non-Employee Director dies within that three-month period,
his or her Directors' Options are exercisable for a period of one year from the
date of such death). Each Directors' Option may be exercised in whole or in part
by giving written notice of exercise to GTS specifying the Directors' Option to
be exercised and the number of shares to be purchased. Such notice must be
accompanied by payment in full of the exercise price in cash or by surrender of
shares of Common Stock or a combination thereof. Directors' Options granted
under the Directors' Plan may not be sold, pledged, assigned or otherwise
disposed of in any manner other than by will or by the laws of descent and
distribution.

At the time of grant, the Board of Directors may provide in connection with
any grant made under the Directors' Plan that the shares of Common Stock
received as a result of such grant are subject to a right of first refusal by
GTS.

The Board of Directors may amend, alter, suspend, discontinue or terminate
the Directors' Plan at any time, except that any such action will be subject to
the approval of GTS shareholders at the next annual meeting following such Board
of Directors' action if such shareholder approval is required by any federal or
state law or regulation or the rules of any stock exchange or automated
quotation system on which Common Stock may then be listed or quoted, or if the
Board of Directors determines in its discretion to seek such shareholder
approval.

The following table sets forth certain information regarding ownership of
the Common Stock and rights to acquire Common Stock by (i) each of the Company's
directors and (ii) each of the named officers and all

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directors and executive officers of the Company as a group as of June 30, 1998,
after giving effect to the Stock Offerings. For the purposes of this table, a
person or a group of persons is deemed to have "beneficial ownership" of any
shares which such has the right to acquire within 60 days after such date, but
such shares are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.

BENEFICIAL STOCK OWNERSHIP OF DIRECTORS AND OFFICERS

NUMBER OF
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1)(2) OWNED(1)
------------------------ ----------- --------

Alan Slifka and affiliates............................. 4,589,957(3) 7.6%
Bernard McFadden....................................... 42,500 *
Michael A. Greeley..................................... 18,500(5) *
Stewart J. Paperin..................................... 14,000(4) *
W. James Peet.......................................... 18,500(4) *
Jean Salmona........................................... 18,500 *
Joel Schatz............................................ 505,250 *
Adam Solomon........................................... 62,414 *
Gerald W. Thames....................................... 828,424 1.4%
Bruno d'Avanzo......................................... 71,541 *
Jan Loeber............................................. 30,000(6) *
Raymond I. Marks....................................... 309,687 *
Louis T. Toth.......................................... 243,025 *
David Dey.............................................. 400(7) *
Roger W. Hale.......................................... 300(7) *
Robert J. Amman........................................ 3,000(7) *
Other officers......................................... 198,750 *
All Directors and Executive Officers as a group (22
persons)............................................. 6,954,748 11.6%

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* Less than 1%

(1) The percentage of ownership is based upon 61,686,159 shares, comprised of
57,241,716 shares of Common Stock issued and outstanding, and warrants to
purchase 4,444,443 shares of Common Stock. Excluded from the calculation
are: 4,835,403 shares of Common Stock issued to employees under the Third
Amended and Restated 1992 Stock Option Plan of the Company (the "Stock
Option Plan"), of which 1,868,667 are vested at June 30, 1998; 853,500
options to purchase shares of Common Stock issued to employees prior to the
adoption of the Stock Option Plan and options issued pursuant to the Global
TeleSystems Group, Inc. Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"), options issued to certain members of the Company's Board
of Directors in May 1998 and options issued pursuant to the SFMT, Inc.
Equity Compensation Plan.

(2) Includes shares of Common Stock issuable upon the exercise of stock options
and stock warrants within 60 days of June 30, 1998.

(3) Includes 2,514,284 shares of Common Stock owned by Mr. Slifka, 49,500 shares
of Common Stock held in trust for a minor child and options to purchase
230,000 shares of Common Stock; 1,651,172 shares of Common Stock owned by
various Halcyon Partnerships which are managed by Mr. Slifka or by
Halcyon/Alan B. Slifka Management Company LLC, of which an affiliated
company of Mr. Slifka is the Managing Member, over all of which Mr. Slifka
disclaims beneficial ownership; and 145,000 shares of Common Stock issuable
upon the conversion of Convertible Bonds held by various partnerships which
are managed by Halcyon/Alan B. Slifka Management Company LLC or Mr. Slifka,
over all of which Mr. Slifka disclaims beneficial ownership.

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(4) Excludes the shares of Common Stock held by the Soros Associates over which
Stewart J. Paperin and W. James Peet disclaim ownership.

(5) Excludes the 1,819,149 shares of Common Stock owned by Chestnut Hill Telecom
Inc., an affiliate of Michael A. Greeley, over which Mr. Greeley disclaims
ownership.

(6) Includes 10,000 restricted shares of Common Stock.

(7) These directors were elected at the Company's May 20, 1998 annual
shareholders' meeting. Share ownership of those directors listed above is
after such date.

EXECUTIVE COMPENSATION

The following table sets forth each component of compensation paid or
awarded to, or earned by, the Chief Executive Officer and the four other most
highly compensated executive officers serving as of December 31, 1997
(collectively, the "Named Executive Officers") for the years indicated.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS
----------------------------------------- ------------------------
RESTRICTED SECURITIES
PAID OTHER ANNUAL STOCK UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) (#) ($)(9)
--------------------------- ---- -------- -------- ------------ ---------- ----------- ------------

Gerald W. Thames............... 1997 $375,417 $140,000 (1) -0- 141,195(5) $ 19,850
President and Chief Executive 1996 $325,000 $113,750 (1) -0- 112,500(5) $ 9,954
Officer
Bruno d'Avanzo................. 1997 $340,000 $ 83,313(2) -0- -0- 104,475(5) $ 21,675
Executive Vice President and 1996 $141,667 $ 33,333(2) -0- -0- 83,025(5) $ 5,650
Chief Operating Officer
Jan Loeber..................... 1997 $235,000 $ 78,608 $46,598(3) -0- 4,812(6) $179,450
Senior Vice President -- HER 1996 $235,000 $ 78,608 $42,806(3) 30,000(4) 3.5(7) $ 12,986
Raymond I. Marks............... 1997 $231,008 $ 49,826 (1) -0- 27,750(5) $ 12,250
Senior Vice President -- Asia 1996 $230,091 $ 46,200 (1) -0- 55,500(5) $ 13,788
Louis T. Toth.................. 1997 $204,750 $ 50,307 $60,106(8) -0- 45,000(5) $ 14,550
Senior Vice 1996 $203,937 $ 40,950 $33,602(8) -0- 43,500(5) $ 13,004
President -- Central Europe

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(1) Perquisites and other personal benefits paid to the Named Executive Officer
were less than the lesser of $50,000 and 10 percent of the total of annual
salary and bonus reported for the Named Executive Officer.

(2) Mr. D'Avanzo's bonuses in 1997 and 1996 include the first two installments
of a $100,000 sign-on bonus that the Company agreed to pay in three equal
annual installments when he was hired in 1996.

(3) For 1997, the amount listed represents the sum of a cost of living
allowance of $16,450, a tax equalization payment of $13,953 that
compensates Mr. Loeber for the higher taxes he pays because he resides in
Belgium instead of the United States, use of a car, which was valued at
$4,547, and a gross-up payment of $11,648 for certain tax liabilities. For
1996, the amount listed represents the sum of a cost of living allowance of
$16,450, paid home leave of $9,031, use of a car valued at $4,547 and a
gross-up payment of $12,778 for certain tax liabilities.

(4) Shares of restricted stock that vest in an amount of one-third each year on
the three anniversary dates of grant, beginning on January 2, 1997.

(5) Stock options awarded under the Stock Option Plan.

(6) Stock options awarded under The Key Employee Stock Option Plan of Hermes
Europe Railtel B.V.(the "HER Stock Option Plan").

(7) Stock options awarded under the GTS-Hermes, Inc. Stock Option Plan (the
"GTS-Hermes Stock Option Plan"), which will be terminated. The stock
options granted to Mr. Loeber in 1997 and described in footnote (6) are in
substitution for the 3.5 stock options granted to Mr. Loeber in 1996, which
have been cancelled.

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(8) For 1997, the amount listed represents the sum of a cost of living
allowance of $30,000, use of a car valued at $10,800, paid home leave of
$12,501, and a gross-up payment for certain tax liabilities in the amount
of $6,805. For 1996, the amount listed represents the sum of a cost of
living allowance of $27,500 and paid home leave of $6,102 paid to Mr. Toth.

(9) Amounts hereunder represent the sum of premiums paid by GTS for $1,000,000
in term life insurance for each Named Executive Officer and contributions
by GTS under the 401(k) Plan, as defined below, to each Named Executive
Officer's account, except for Mr. D'Avanzo who does not participate in the
401(k) plan because of his foreign citizenship. In the case of Mr. Loeber,
the amount also includes $156,700 which represents the value, as of
December 31, 1997 of 10,000 shares of restricted stock which vested in
1997.

THE GTS 401(k) PLAN

The GTS 401(k) Plan (the "401(k) Plan") is a defined contribution
retirement benefit plan that is qualified for favorable tax treatment under
Section 401 of the Code. All employees of GTS, subject to certain regulatory
qualifications, including the Named Executive Officers, who are at least 21
years of age and have completed the minimum service requirement are eligible to
participate in the 401(k) Plan. The 401(k) Plan participants may defer pre-tax
income by contributing to the plan up to the maximum amount permitted by law.
After-tax contributions are also permitted under the 401(k) Plan. GTS matches
50% of each participant's pre-tax contribution to the 401(k) Plan up to 5% of
the participant's total compensation. In addition, GTS may, in its sole
discretion and in a nondiscriminatory manner, contribute additional amounts as
profit sharing to each participant's account. The amounts that are deposited
into each participant's account are invested among various investment options
according to the direction of the participant. Each participant's pre-tax and
after-tax contributions are immediately vested and nonforfeitable. GTS's
matching contribution and profit sharing allocations to each participant's
account do not vest until the participant has completed three years of service
with GTS, at which time the matching contribution and profit sharing allocations
become 100% vested. Each participant is eligible to begin receiving benefits
under the 401(k) Plan on the first day of the month coincident with or following
the attainment of normal retirement age. There is no provision for early
retirement benefits under the 401(k) Plan.

THE SFMT, INC. EQUITY COMPENSATION PLAN

The purpose of the SFMT, Inc. Equity Compensation Plan (the "Equity
Compensation Plan") is to attract, retain and motivate key employees, officers
and eligible independent contractors of GTS and to enable such individuals to
own Common Stock and to have a mutuality of interest with other shareholders of
GTS through the grant of restricted stock and other equity-based awards.

The total number of shares of Common Stock that may be issued or
transferred under the Equity Compensation Plan is four percent of the total
number of shares of Common Stock outstanding at the beginning of the calendar
year, subject to certain adjustments, which are described below. This threshold
number may be increased by the number of shares (a) that were issued under the
Equity Compensation Plan with respect to which no dividends were paid and (b)
that were subsequently forfeited, in accordance with the terms of the Equity
Compensation Plan.

The Equity Compensation Plan is administered by the Committee. The chief
executive officer of GTS has the authority to recommend the individuals to whom
awards will be granted, subject to approval by the Committee. The Committee has
full and binding authority to determine the fair market value of the Common
Stock and the number of shares included in any awards, to establish terms and
conditions of any award, to interpret the Equity Compensation Plan, to prescribe
rules relating to the Equity Compensation Plan and to make all other
determinations necessary to administer the Equity Compensation Plan. The
Committee may condition the vesting of restricted stock upon the attainment of
specified performance goals or such other factors as the Committee may determine
in its sole discretion. In the event that the Committee determines, in its sole
discretion, that an award of restricted stock would not be appropriate with
respect to any individual who has been recommended for an award by the chief
executive officer, the Committee has the authority to grant to any such
individual any other variety of equity-based compensation award, including, but
not limited

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to, phantom stock, phantom units, stock appreciation rights, performance shares
and performance units. The Committee does not, however, have the authority to
grant stock options pursuant to the Equity Compensation Plan.

Grants under the Equity Compensation Plan are determined by the Committee
in its sole discretion. For this reason, it is not possible to determine the
benefits or amounts that will be received by any individual employee or group of
employees in the future. The Equity Compensation Plan will remain effective
until November 14, 2004, unless earlier terminated by GTS. No restricted stock
may be granted under the Equity Compensation Plan on or after November 14, 2000.

During a specified period set by the Committee commencing with the date of
any restricted stock award, the participant is not permitted to sell, transfer,
pledge or otherwise encumber shares of restricted stock. Within these limits,
the Committee, in its sole discretion, may provide for the lapse of such
restrictions or may accelerate or waive such restrictions in whole or in part,
based on service, performance and such other factors. Unless the Committee
specifically determines otherwise, a restricted stock award granted under the
Equity Compensation Plan vests one-third on the second anniversary of the date
of grant, one-third on the third anniversary of the date of grant and one-third
on the fourth anniversary of the date of grant.

The Committee may impose such other restrictions on shares of Common Stock
issued under the Equity Compensation Plan, including a right of first refusal by
GTS that requires the participant to offer GTS any shares that the participant
wishes to sell.

The Equity Compensation Plan provides that, in the event of a change to the
Common Stock (whether by reason of merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination or exchange of
shares, or other change in the capital structure made without receipt of
consideration), the Board of Directors will preserve the value of outstanding
awards by making certain equitable adjustments in its discretion.

The Board of Directors may amend, alter, suspend, discontinue or terminate
the Equity Compensation Plan at any time, except that any such action will be
subject to the approval of GTS shareholders at the first annual meeting
following such action if such shareholder approval is required by any federal or
state law or regulation or the rules of any stock exchange or automated
quotation system on which Common Stock may then be listed or quoted, or if the
Board of Directors determines in its discretion to seek such shareholder
approval.

THE AMENDED AND RESTATED 1992 STOCK OPTION PLAN OF GLOBAL TELESYSTEMS GROUP,
INC.

The 1992 Stock Option Plan of Global TeleSystems Group, Inc. (the "1992
Option Plan") was adopted by the Board of Directors of GTS and approved by
stockholders in 1992 and has been subsequently amended, among other things, to
increase the number of shares available for grant. The Board of Directors of GTS
adopted the Fourth Amended and Restated Plan on April 9, 1998 (the "Amended 1992
Stock Option Plan") subject to stockholder approval at the May 20, 1998 annual
shareholders meeting: (i) to modify the provisions relating to the number of
shares with respect to which options to purchase shares of Common Stock may be
granted under the 1992 Stock Option Plan; (ii) to extend eligibility under the
1992 Stock Option Plan to nonemployee directors and independent contractors of
the Company (as defined in the 1992 Stock Option Plan), its subsidiaries and
affiliates; (iii) to provide the Stock Option Committee (as defined in the 1992
Stock Option Plan) with more flexibility to specify the terms of options granted
under the 1992 Stock Option Plan; (iv) to specify that the options covering not
more than 1.5 million shares of Common Stock may be granted to any employee
during any calendar year; (v) to extend the term of the 1992 Stock Option Plan,
as amended, to April 9, 2008 and (vi) to eliminate certain provisions that are
not necessary or desirable in an option plan of a public company. As of June 30,
1998, there were approximately 1,800 employees, nonemployee directors and
independent contractors of GTS and its subsidiaries and affiliates who were
eligible to participate in the Amended 1992 Stock Option Plan. The Amended 1992
Stock Option Plan received stockholder approval at the May 20, 1998 annual
stockholders meeting.

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The principal provisions of the Amended 1992 Stock Option Plan, as amended,
are summarized below. A copy of the Amended 1992 Stock Option Plan is an exhibit
to the Registration Statement in which this Prospectus is included and this
summary does not purport to be complete and is qualified in its entirety by the
terms of the Amended 1992 Stock Option Plan.

The Amended 1992 Stock Option Plan provides for the grant of options to
employees, non-employee directors, and independent contractors of GTS and any
subsidiary or affiliate of GTS. A total of 9,568,688 shares of Common Stock are
reserved for issuance to employees, non-employee directors and independent
contractors under the Amended 1992 Stock Option Plan representing 18.5% of the
outstanding shares of Common Stock on June 30, 1998. The Amended 1992 Stock
Option Plan provides that the number of shares available for issuance under
options granted pursuant to the Amended 1992 Stock Option Plan is the greater of
9,568,688 shares or 18.5% of the outstanding shares of Common Stock at the time
of grant. A total of 1 million shares of Common Stock may be issued pursuant to
options qualifying for tax purposes as incentive options under the Amended 1992
Stock Option Plan.

The Amended 1992 Stock Option Plan is administered by the Stock Option
Committee, which consists of not less than two directors appointed by the Board
of Directors. The Stock Option Committee selects the employees, independent
contractors and directors of GTS and its subsidiaries and affiliates to whom
options will be granted. Options covering not more than 1.5 million shares of
Common Stock may be granted to any employee during any calendar year.

The option exercise price under the Amended 1992 Stock Option Plan may not
be less than the exercise price determined by the Stock Option Committee (or
110% of the fair market value of the Common Stock on the date of grant of the
option in the case of an incentive option granted to an optionee beneficially
owning more than 10% of the outstanding Common Stock). The maximum option term
is 10 years and one day (or five years in the case of an incentive option
granted to an optionee beneficially owning more than 10% of the outstanding
Common Stock). Options become vested and exercisable at the time and to the
extent provided in the option agreement related to such option. The Stock Option
Committee has the discretion to accelerate the vesting and exercisability of
options.

There is a $100,000 limit on the value of stock (determined at the time of
grant) covered by incentive options that first become exercisable by an optionee
in any calendar year. No option may be granted more than 10 years after the
effective date of the Amended 1992 Stock Option Plan. Generally, during an
optionee's lifetime, only the optionee (or a guardian or committee if the
optionee is incapacitated) may exercise an option except that, upon approval by
the Stock Option Committee, nonqualified options may be transferred to the
spouse of the optionee and certain nonqualified options may be granted or
transferred to the GTS Employee Stock Option Plan Trust for the benefit of one
or more designated foreign employees, independent contractors or directors.
Incentive stock options are non-transferable except at death.

Payment for shares purchased under options granted pursuant to the Amended
1992 Stock Option Plan may be made either in cash or by exchanging shares of
Common Stock of GTS (which shares have been held by the optionee for at least
six months) with a fair market value of up to the total option exercise price
and cash for any difference. Options may be exercised by directing that
certificates for the shares purchased be delivered to a licensed broker-dealer
as agent for the optionee, provided that the broker-dealer tenders to GTS cash
or cash equivalents equal to the option exercise price plus the amount of any
taxes that GTS may be required to withhold in connection with the exercise of
the option.

If an optionee's employment or service with GTS or a subsidiary or
affiliate terminates by reason of death, retirement or permanent and total
disability, his or her vested options may be exercised within one year after
such death, retirement or disability, unless otherwise provided with respect to
a particular option (but not later than the date the option would otherwise
expire). If the optionee's employment or service with GTS or a subsidiary or
affiliate terminates for any reason other than death, retirement or disability,
options held by such optionee terminate 90 days after such termination, unless
otherwise provided with respect to a particular option (but not later than the
date the options would otherwise expire), except that options terminate
immediately upon termination of an employee or independent contractor for
"cause" (as defined), unless the

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Stock Option Committee determines otherwise. Each option would be exercisable to
the extent it had become vested before the termination of employment or service
(unless otherwise provided in the option agreement).

If the outstanding shares of Common Stock are increased or decreased or
changed into or exchanged for a different number or kind of shares or securities
of GTS, by reason of merger, consolidation, reorganization, recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend, spin-off or other distribution payable in capital stock, or
other increase or decrease in such shares without receipt of consideration by
GTS, an appropriate and proportionate adjustment will be made in the number and
kinds of shares subject to the Amended 1992 Stock Option Plan, and in the
number, kinds and per share exercise price of shares subject to the unexercised
portion of options granted prior to any such change, in order to preserve the
value of any granted options. Any such adjustment in an outstanding option,
however, will be made without a change in the total price applicable to the
unexercised portion of the option, but with a corresponding adjustment in the
per share option price.

Upon any dissolution or liquidation of GTS, or upon a reorganization,
merger or consolidation in which GTS is not the surviving corporation, or upon
the sale of substantially all of the assets of GTS to another corporation, or
upon any transaction (including, without limitation, a merger or reorganization
in which GTS is the surviving corporation) approved by the Board of Directors
which results in any person or entity owning 80% or more of the total combined
voting power of all classes of stock of GTS, the Amended 1992 Stock Option Plan
and the options issued thereunder will terminate, unless provision is made in
connection with such transaction for the continuation of the Amended 1992 Stock
Option Plan, the assumption of such options or for the substitution for such
options of new options covering the stock of a successor corporation or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kinds
of shares and the per share exercise price. In the event of such termination,
all outstanding options shall be exercisable in full during such period
immediately prior to the occurrence of such termination as the Board of
Directors in its discretion shall determine.

The Board of Directors may further amend the Amended 1992 Stock Option Plan
with respect to shares of the Common Stock as to which options have not been
granted. However, GTS's stockholders must approve any amendment that would (i)
change the requirements as to eligibility to receive incentive options; or (ii)
increase the maximum number of shares in the aggregate for which incentive
options may be granted (except for adjustments upon changes in capitalization);
or (iii) otherwise to the extent required by applicable law, rule or regulation.

The Board of Directors at any time may terminate or suspend the Amended
1992 Stock Option Plan. Unless previously terminated, the Amended 1992 Stock
Option Plan will terminate automatically on April 9, 2008. No termination,
suspension or amendment of the Amended 1992 Stock Option Plan may, without the
consent of the person to whom an option has been granted, adversely affect the
rights of the holder of the option.

No grants of options have been made under the Amended 1992 Stock Option
Plan.

THE GTS 1996 TOP TALENT RETENTION PROGRAM

GTS implemented the GTS 1996 Top Talent Retention Program (the "Program")
which, for 1996 only, alters the terms offered to certain employees under the
1992 Option Plan. Employees who are offered participation in the Program must
sign a "retention agreement," the terms of which are described below, in order
to receive any 1992 Options during 1996. The Program has been offered to
approximately 28 employees, and it provides that any 1992 Options granted to
such participants will vest as follows: (i) one-half of any 1992 Option granted
under the Program will vest at a rate of 25% per year beginning on the first
anniversary of the initial date of grant and (ii) the remaining portion of any
1992 Option granted under the Program will vest one-quarter according to the
achievement of performance revenue levels, and one-quarter according to the
achievement of price levels of Common Stock, provided that all options will vest
on the fifth anniversary of the date of grant regardless of whether such
performance revenue and pricing levels are attained.

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OPTION GRANTS IN THE LAST FISCAL YEAR

The following table provides information on stock option grants to the
Named Executive Officers in 1997 under the Stock Option Plan.

NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE EXPIRATION PRESENT
NAME GRANTED(#) FISCAL YEAR PRICE($/SH.) DATE VALUE($)(2)
---- ---------- ------------ ------------ ---------- -----------

Gerald W. Thames..................... 88,695(1) 4.11 $13.33 02-03-07 $597,000
52,500(1) 2.43 15.67 10-10-07 415,300
Bruno d'Avanzo....................... 66,975(1) 3.11 13.33 02-03-07 450,700
37,500(1) 1.74 15.67 10-10-07 296,600
Jan Loeber........................... -- -- -- -- --
Raymond I. Marks..................... 27,750(1) 1.29 13.33 02-03-07 186,800
Louis T. Toth........................ 22,500(1) 1.04 13.33 02-03-07 151,400
22,500(1) 1.04 15.67 10-10-07 178,000

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(1) Each option vests one-fourth on each of the first four anniversaries of the
date of grant.

(2) The present value of each grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions: dividend yield 0%, expected volatility of 0.50, risk-free
interest rate of 5.79% and expected life of five years.

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

The following table provides information on the number of options under the
Stock Option Plan held by the Named Executive Officers at December 31, 1997, and
the value of all unexercised options held by such persons as of that date.

NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS AT VALUE OF UNEXERCISED
FY-END(#)(1) IN-THE-MONEY OPTIONS
EXERCISABLE/ AT FY-END($)(2)
NAME UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- -------------------------

Gerald W. Thames..................................... 676,562/327,133 $7,539,655/$1,321,913
Bruno d'Avanzo....................................... 27,675/159,825 64,676/285,874
Jan Loeber........................................... -- --
Raymond I. Marks..................................... 246,937/121,313 2,671,519/675,211
Louis T. Toth........................................ 256,537/97,613 3,090,927/355,013

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(1) No options were exercised during the year ended December 31, 1997.

(2) Based on $15.67 per share value of Common Stock as of December 31, 1997 less
the exercise price.

OPTION GRANTS IN THE LAST FISCAL YEAR -- HER STOCK OPTION PLAN (1)

The following table provides information on stock option grants to one of
the Named Executive Officers, Jan Loeber, in 1997 under the HER Stock Option
Plan. As of December 31, 1997, Mr. Loeber was not granted in 1997, and does not
hold, any options to purchase Common Stock.

% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE OR GRANT DATE
OPTIONS IN FISCAL BASE EXPIRATION PRESENT
NAME GRANTED(#) YEAR PRICE($/SH.) DATE VALUE($)(2)
---- ---------- ----------- ------------ ---------- -----------

Jan Loeber............................. 4,812 47.3 $83.12 2006 $2,234,019

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(1) Each stock option vests one-third on each of the first three anniversaries
of the date of grant. During the fourth quarter of 1997, HER established the
HER Stock Option Plan to replace the GTS-Hermes Stock Option Plan. The
options outstanding under the GTS-Hermes Plan were cancelled and replaced by
options under the HER Stock Option Plan.

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-ENDED OPTION VALUES -- HER STOCK OPTION PLAN

The following table provides information on the number of options held by
Mr. Loeber under the HER Stock Option Plan at December 31, 1997, and the value
of all unexercised options held by Mr. Loeber as of that date.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END(#) AT FY-END($)(1)
NAME EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(2)
---- ---------------------------- ----------------------------

Jan Loeber.................................... 3,208/1,604 $1,417,551/$708,775

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(1) No options were exercised during the year ended December 31, 1997.

(2) Based on $525.00 per share value of common stock as of December 31, 1997
less the exercise price.

HER STOCK OPTION PLAN

In the fourth quarter of 1997, HER established a stock option plan (the
"New Plan") to replace the GTS-Hermes Plan for the purpose of incentivizing HER
key employees. The aggregate number of shares of HER stock subject to the New
Plan is approximately 13% of the total shares of HER stock issued and
outstanding including options. During 1997, HER issued 10,166 options in
replacement of those outstanding under a stock option plan maintained by HER's
parent, GTS-Hermes, Inc., a wholly owned subsidiary of the Company, as well as
additional options to certain employees. The issuance of these options resulted
in a non-cash charge of $3.7 million of which $2.6 million was recorded during
the fourth quarter of 1997 and the remaining $1.1 million will be recognized
principally ratably over fiscal 1998. The GTS-Hermes Plan is intended to be
terminated. The Company is considering whether to eliminate, and alternative
ways of eliminating, share option plans in subsidiaries, such as the HER Stock
Option Plan. The Company may eliminate such Plans in the future while
incorporating such beneficiaries into the Company's Employee Stock Option Plan
or providing them with alternative equivalent value.

EMPLOYMENT AGREEMENTS

GTS has executed employment agreements (together, the "Employment
Agreements") with all the Named Executive Officers. The agreements with Messrs.
Thames, and Marks include a three-year term of employment commencing on February
1, 1997 and April 1, 1996, respectively. Mr. D'Avanzo's employment agreement has
a three-year term commencing on March 1, 1997. The agreements with Mr. Toth and
Mr. Loeber include a two-year term of employment commencing on April 1, 1996 and
January 3, 1995, respectively. All the Employment Agreements, except for Mr.
Thames' and Mr. D'Avanzo's agreements, provide for the automatic renewal of the
term for additional one-year periods after the initial term unless written
notice of intent to terminate is provided by either party within a stated period
of between 120 days and six months prior to the renewal date. Mr. Thames'
agreement provides for an automatic renewal each year for a new three-year
period. Mr. D'Avanzo's agreement terminates on March 1, 2000, unless either GTS
or Mr. D'Avanzo requests an extension 180 days prior to such termination and the
parties agree upon an extension. The salary of each Named Executive Officer is
reviewed yearly and may be increased at the sole discretion of the Board of
Directors. In addition to salary, each Named Executive Officer is eligible for a
performance-based annual bonus, to participate in the Stock Option Plan (with
the exception of Mr. Loeber

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whose employment agreement provides him with an option grant under the HER Stock
Option Plan), to receive standard health and insurance benefits that are
provided to executives of GTS, to receive certain other fringe benefits and to
be reimbursed for all reasonable expenditures incurred in the execution of each
Named Executive Officer's respective duties. In addition, Mr. Loeber's
employment agreement provides him with 30,000 shares of restricted stock that
vest in an amount of one-third each year for three years beginning on January 2,
1997.

The Employment Agreements provide for severance payments in the event of
(a) termination without cause, as defined, or (b) resignation for good reason,
as defined, following a change of control event, as defined. Mr. Thames would be
eligible for severance payments of base salary for the greater of 24 months or
the remaining term of his agreement. Severance arrangements with other named
officers are for a period of six to eighteen months of base salary. If the Named
Executive Officer is terminated for cause or if he voluntarily terminates his
employment other than for good reason after a change of control event, he shall
not be entitled to any salary, bonus or severance payments (other than accrued
salary).

Each Employment Agreement includes noncompetition and nonsolicitation
clauses that are effective during the term of employment and for a period of
from four months to one year thereafter. In addition, the Employment Agreements
include an unlimited covenant of confidentiality and nondisclosure. Any dispute
arising under an employment agreement must be resolved through arbitration,
except that each agreement also provides for specific performance and for a
court injunction in the event of a breach by the Named Executive Officer.

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CERTAIN RELATED PARTY TRANSACTIONS

Alan B. Slifka, the Chairman of the Board of Directors, owns an interest in
an office building in New York in which GTS leased office space until the
corporate headquarters were moved to McLean, Virginia on March 1, 1995. Until
April 1, 1998, GTS retained a small office space in New York City that it leased
from Mr. Slifka on a monthly basis, and the annual expense for 1997 was $30,690.
Mr. Slifka also has a consulting agreement with GTS pursuant to which he is paid
consulting fees of $100,000 per year.

Halcyon/Alan B. Slifka Management Company LLC (formerly Alan B. Slifka and
Company), a company principally owned by Mr. Slifka, holds 225,000 stock options
to purchase Common Stock that were granted in 1991 pursuant to a stock option
agreement that is not subject to any stock option plan. The options have an
exercise price of $0.533 per share and are fully vested. Any of the stock
options that remain unexercised after November 30, 2001 shall lapse and become
void. Generally, in the event that Mr. Slifka ceases to be an employee or
nonemployee director of GTS, any of such unexercised stock options shall lapse
thirty days after such termination. The shares of Common Stock underlying such
options have been registered under a registration statement that has been
declared effective by the Commission.

In addition, Joel Schatz, a director of GTS, and Ms. Sandler, the wife of
Morris A. Sandler, a former director of GTS were granted in 1991 stock options
to purchase Common Stock pursuant to stock option agreements that are not
subject to any stock option plan. Mr. Schatz holds 50,250 of such stock options
to purchase Common Stock with an exercise price of $0.533 per share. Mr.
Schatz's options are fully vested and any unexercised options he holds after
November 4, 2001 shall lapse and become void. Generally, in the event that Mr.
Schatz ceases to be an employee or nonemployee director of GTS any of his
unexercised stock options shall lapse thirty days after such termination. The
stock options held by the spouse of Mr. Sandler were granted to Mr. Sandler in
November 1991 and, with the approval of the Board, were immediately assigned to
his spouse, whom the stand-alone stock option agreement names as the optionee.
Pursuant to such stock option agreement, the spouse of Mr. Sandler was granted
225,000 stock options to purchase Common Stock at an exercise price of $.533 per
share. The options are fully vested and any unexercised options held after
November 4, 2001 shall lapse and become void. Generally, in the event that Mr.
Sandler ceases to be an employee or nonemployee director of GTS, any of such
unexercised stock options shall lapse thirty days after such termination. The
shares of Common Stock underlying such options have been registered under a
registration statement that has been declared effective by the Commission.

Bernard McFadden, Director, has a consulting agreement with GTS pursuant to
which he is paid $100,000 in consulting fees each year.

In August and September 1997, the Soros Associates and Mr. Slifka purchased
319,149 and 57,015 shares of Common Stock, respectively, at a price of $15.67
per share in the Company's private stock offering. In addition, affiliates of
Mr. Slifka purchased $2.9 million of Convertible Bonds in September 1997.
Pursuant to the terms of the indenture related to the Convertible Bonds, the
Convertible Bonds will be convertible into such shares of Common Stock as is
equal to the principal amount of such Convertible Bonds divided by the
applicable conversion price, which conversion price shall be equal to the public
offering price of the Common Stock in the Offerings. See "Principal
Stockholders."

The Soros Associates purchased $40 million of notes from GTS in 1996, which
notes bore interest at 10% per annum, in partial consideration of which (i) W.
James Peet was appointed to the Board of Directors and (ii) the affiliates
received warrants to purchase 4,444,443 shares of Common Stock. Together with
their prior equity interests in GTS, these affiliates currently hold, on a fully
diluted basis (excluding shares underlying stock options), in excess of 20.3% of
the Company's Common Stock. In accordance with the terms of the warrant
agreement, the exercise price of the warrants was reduced from $10.27 per share
to $9.33 per share as the outstanding debt had not been repaid prior to December
31, 1996. In February 1998, the Company repaid the $40 million of notes, plus
accrued interest, using part of the proceeds of an offering of senior notes and
the IPO completed at that time. In addition, these affiliates collect a
monitoring fee of $40,000 per month. Under certain agreements, these affiliates
have the right to co-invest with GTS in all of its new ventures throughout Asia,
excluding countries in the former Soviet Union, and pursuant to this right, one
of these affiliates holds a 25% interest in GTS China Investments LLC. See
"Business -- Asia."
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The Company has agreed to register pursuant to a shelf registration
statement all of the Affiliate Shares owned by the affiliates of Mr. Slifka and
the Soros Associates in consideration of such shareholders' undertaking to be
bound by the Restrictions. It is the Company's belief, after consultation with
its financial advisors, that this agreement relating to the Affiliate Shares
will contribute toward assuring the market of an orderly manner for such
Affiliate Shares to be sold over a period of time. Under the Restrictions,
holders of Affiliate Shares will be prevented from selling any such shares
during the first six months after the closing date of the Offerings and will be
able to sell (i) 50% of such shares after the six month anniversary of the
closing date of the Offerings, (ii) 75% of such shares after the nine month
anniversary of the closing date of the Offerings and (iii) 100% of such shares
after the twelve month anniversary of the closing date of the Offerings. In
connection with this agreement, the Company also has agreed to permit certain of
the Soros Associates to resell, immediately after the closing date of the Stock
Offerings, up to 100,000 of any shares that they are unable to resell in the
Stock Offering as a result of any cut-back that may be imposed by the
underwriters (subject to a waiver by the underwriters in the Company's IPO of
the lockup agreement entered into by such affiliates to the extent of such
100,000 shares). Certain limited partners of partnerships affiliated with Alan
B. Slifka and currently in dissolution may, upon advance notice to the Company,
withdraw some or all of their shares of Common Stock from registration under the
shelf registration statement and from the Restrictions. The number of shares of
Common Stock subject to this withdrawal may not exceed the total of 726,953
shares of Common Stock minus the number of shares sold by such limited partners
in the Stock Offerings.

Affiliates of Capital Research International purchased $30 million of notes
from GTS in 1996, which notes bore interest at 10% per annum, in partial
consideration of which it received warrants to purchase 3,333,333 shares of
Common Stock. In accordance with the terms of the warrant agreement, the
exercise price of the warrants was reduced from $10.27 per share to $9.33 per
share as the outstanding debt had not been repaid prior to December 31, 1996. In
February 1998, the Company repaid the $30 million of notes, plus accrued
interest, using part of the proceeds of an offering of senior notes and IPO
completed at that time. Affiliates of Capital Research International exercised
their warrants on June 3, 1998 under a cashless exercise procedure and received
approximately 2.5 million shares in accordance therewith.

Jean Salmona, a director of GTS, is the Chairman and Chief Executive
Officer of CESIA. CESIA also provides consultancy services for CDI and for HER.
The Company paid $37,500 in 1997 to CESIA for consulting services related to
CDI. In addition, HER paid $405,893 in 1997 to CESIA for consulting services.
Further, the Company paid $5,843 to CESIA in 1997, pursuant to the purchase
agreement with CESIA related to the CDI business.

Pursuant to a 1995 purchase agreement, the Company received its interest in
GTS-Vox Limited, the intermediate holding company of TCM, in exchange for a note
in the principal amount of $693,380 issued to the sellers and certain additional
consideration to its partners payable in the form of either cash or Common Stock
based upon its financial performance. The Company paid the note in 1996. On
January 17, 1997, the agreement was amended such that the consideration would
only be in the form of the issuance of Common Stock and as such, GTS is
obligated under these arrangements to issue up to a maximum of 1,121,640 shares
of Common Stock. In the first quarter of 1997, pursuant to this agreement the
Company issued 504,600 common shares, which was valued at the Company's current
fair market value of $13.33 per share. In addition, the Company was credited
37,480 shares of Common Stock under the amended agreement, for purposes of
applying against the 1,121,640 maximum number of shares of Common Stock, for the
Company's payment of its note to the sellers in 1996. In April 1998, pursuant to
this agreement, the Company issued 336,630 shares of common stock, which was
valued at the Company's current fair market value of $40.25 per share. Common
Stock issued pursuant to the agreement must be held for a minimum holding
period. In certain circumstances, if GTS's partners are unable to sell their
shares of Common Stock, GTS is obligated to assist in locating a purchaser for
the Common Stock, and, if unable to do so, to repurchase these shares. GTS's
repurchase obligations are at the following prices: (i) if shares of Common
Stock are then being publicly traded, at the average trading price of such
shares for the 10 trading days preceding such repurchase or (ii) if shares of
Common Stock are not then publicly traded, at the price shares of Common Stock
were most recently offered to individual investors in a private placement, or,
if no such private placement has occurred within the three months preceding the
repurchase of such shares, at a price determined by an independent financial
institution

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to be agreed upon by GTS and the seller. As a result of their receipt of shares
of Common Stock in 1997, the sellers became shareholders of GTS. Subsequent to
June 30, 1998, the Company purchased the remaining 47.36% interest in GTS-Vox
Limited for $40.0 million, which will be paid in installments. In connection
with this buyout, the Company will be accelerating the issuance of the remaining
shares under the 1995 purchase agreement to the former GTS-Vox Limited partners.

Affiliates of Baring International Investment Management Limited
("Barings"), which affiliates consist primarily of investment funds and trusts,
are shareholders of the Company. In April 1996, GTS entered into an agreement
with First NIS Regional Fund SICAF, an affiliate of Barings, to organize GTS
Ukrainian TeleSystems, L.L.C. (the "LLC"), a Delaware limited liability company
60% owned by GTS, which in turn entered into a stock purchase agreement to
acquire 49% of all the ownership interests in Bancomsvyaz, a Ukrainian limited
liability company. See "Business -- Russia and the CIS." Such acquisition closed
in May 1996. By contractual arrangement, Barings designates one member of the
board of directors of Bancomsvyaz. Barings funded $4.5 million to be applied
towards the LLC's purchase of the interest in Bancomsvyaz and for the LLC's $1.5
million contribution to the registered capital of Bancomsvyaz. Prior to March 1,
1999, Barings may exercise an option (the "Initial Option") to convert its
initial investment into 438,311 shares of Common Stock at an exercise price of
$10.27. In June 1997 the agreement was amended, such that Barings funded an
additional $4.1 million to be applied toward Bancomsvyaz's capital expenditure
and operating capital requirements. On September 30, 2000, Barings may exercise
an option (the "2000 Option") to convert such additional investment into 275,000
shares of Common Stock at an exercise price of $15.00. In connection with the
restructuring of Bancomsvyaz, which has been completed, the agreement was
further amended in June 1998 to restructure the capital and ownership of the
LLC. See "Business -- Russia and the CIS -- Bancomsvyaz." Pursuant to such
amendment Barings exercised the Initial Option and the 2000 Option (the
exercisability of which was accelerated by the Company) and received 713,311
shares of Common Stock and made an additional investment of $5.75 million to be
applied toward Bancomsvyaz's capital expenditure and operating capital
requirements. Barings has no put right in connection with such additional
investment. As a result of the June 1998 amendment, GTS increased its ownership
interest in the LLC to 75% and in Bancomsvyaz to approximately 57%.

On March 26, 1998, Gerald W. Thames, the Company's Vice Chairman, President
and Chief Executive Officer, exercised non-qualified options to purchase 487,500
shares of Common Stock at an exercise price of $2.75 per share. Mr. Thames
borrowed funds from a brokerage firm in order to pay the exercise price and the
tax liabilities resulting from such exercise (the "Margin Loan"). The shares of
Common Stock resulting from such exercise served as collateral for the Margin
Loan. Subsequently, the market price of the Common Stock declined and
consequently the brokerage firm required Mr. Thames to reduce the size of the
Margin Loan or increase the collateral securing the Margin Loan. Mr. Thames was
unable to sell any of the shares of Common Stock collateralizing the Margin Loan
(and thereby reduce the Margin Loan) because of lock-up arrangements with the
underwriters of the Stock Offerings. As a result, the Company loaned Mr. Thames
$3.5 million in September and October 1998, so he could use the proceeds of such
loans to repay a corresponding portion of the Margin Loan. These loans from the
Company bear interest at a rate of 7% per annum and mature on November 3, 1998.
The Company has agreed to lend Mr. Thames up to an aggregate of $4 million to
meet additional margin calls on his Margin Loan. Mr. Thames contemplates that he
will enter into a separate loan agreement with a commercial bank to repay the
loans from the Company and to meet any subsequent margin calls in connection
with the Margin Loan. The Company has agreed to guarantee Mr. Thames'
obligations under such bank loan.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding ownership of
the Common Stock and rights to acquire Common Stock by stockholders that manage
or own, either beneficially or of record, five percent or more of the Common
Stock of the Company. For the purposes of this table, a person or group of
persons is deemed to have "beneficial ownership" of any shares which such has
the right to acquire within 60 days after such date, but such shares are not
deemed to be outstanding for the purpose of computing the percentage ownership
of any other person.

SHARES BENEFICIALLY OWNED
--------------------------
NUMBER OF
NAME OF BENEFICIAL OWNER SHARES(1)(2) PERCENT(1)
- ------------------------ ------------ ----------

George Soros affiliates..................................... 8,183,047(3) 12.8%
c/o Soros Fund Management
888 Seventh Avenue, 31st Floor
New York, NY 10106
FMR Corp.(4)................................................ 6,408,430(5) 11.2%
82 Devonshire Street
Boston, MA 02109
Alan B. Slifka and affiliates............................... 4,589,957(6) 7.6%
c/o Halcyon/Alan B. Slifka
Management Company LLC
477 Madison Avenue, 8th Floor
New York, NY 10022

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

(2) Includes shares of Common Stock issuable upon the exercise of stock options
and stock warrants within 60 days of June 30, 1998.

(3) Comprised of 3,074,199 shares of Common Stock held by the Soros
Foundation-Hungary; 740,849 shares of Common Stock held by the Soros
Charitable Foundation; 37,718 shares of Common Stock held by Soros
Humanitarian Foundation and 996,948 shares and warrants to purchase
3,333,333 shares of Common Stock held by The Open Society Institute.
Information in the above entry excludes 14,000 and 18,500 shares of, and
options for the purchase of, Common Stock held by Stewart J. Paperin and W.
James Peet, respectively, over which the George Soros affiliates disclaim
ownership. The Company has agreed to register pursuant to a shelf
registration all of the shares set forth above in consideration of the
shareholders' undertaking to be bound by the Restrictions. See "Shares
Eligible for Future Sale."

(4) Ownership information is based on a Schedule 13G dated August 10, 1998, a
copy of which was furnished to the Company.

(5) Number of shares as to which such holder has: sole power to vote or to
direct the vote -- 89,970; shared power to vote or to direct the
vote -- none; sole power to dispose or to direct the disposition of --
6,408,430; and shared power to dispose or direct the disposition of -- none.

(6) Includes 2,514,284 shares of Common Stock owned by Mr. Slifka, 49,500 shares
of Common Stock held in trust for a minor child and options to purchase
230,000 shares of Common Stock; 1,651,171 shares of Common Stock owned by
various Halcyon Partnerships which are managed by Mr. Slifka or by
Halcyon/Alan B. Slifka Management Company LLC, of which an affiliated
company of Mr. Slifka is the Managing Member, over all of which Mr. Slifka
disclaims beneficial ownership; and 145,000 shares of Common Stock issuable
upon the conversion of Convertible Bonds held by various partnerships which
are managed by Halcyon/Alan B. Slifka Management Company LLC or Mr. Slifka,
over which Mr. Slifka disclaims beneficial ownership. The Company has agreed
to register pursuant to a shelf registration all of the shares set forth
above in consideration of the shareholders' undertaking to be bound by the
Restrictions. See "Shares Eligible for Future Sale."
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DESCRIPTION OF CERTAIN INDEBTEDNESS

NEW CONVERTIBLE BONDS DUE 2010

On July 8 and July 22, 1998, the Company issued approximately $466.9
million of New Convertible Bonds. The New Convertible Bonds will mature on July
1, 2010 and are unsecured senior subordinated obligations of the Company. In the
event of a change of control of the Company, holders of the New Convertible
Bonds will have the right to require GTS to purchase such holder's New
Convertible Bonds at a price equal to 100% of the principal amount plus accrued
interest. The New Convertible Bonds will bear interest payable semiannually at a
rate of 5 3/4% per annum.

Each New Convertible Bond will be convertible into such number of shares of
Common Stock as is equal to the principal amount of such New Convertible Bond
divided by $55.05.

The Company, at its option, may elect to redeem all or a portion of the New
Convertible Bonds commencing on July 1, 2001, at redemption prices beginning at
104.025% of principal amount for the twelve-month period commencing July 1, 2001
declining to par at July 1, 2008 and thereafter.

SENIOR NOTES DUE 2005

Concurrently with the IPO, the Company offered $105 million of 9 7/8%
Notes. The 9 7/8% Notes were issued pursuant to an indenture (the "9 7/8% Notes
Indenture") between the Company and The Bank of New York as trustee, dated
February 10, 1998. The 9 7/8% Notes mature in 2005 and bear interest, payable
semi-annually, at 9 7/8% per annum. The 9 7/8% Notes Indenture does not provide
for a sinking fund. The 9 7/8% Notes are subject to redemption at any time on or
after February 15, 2002, at the option of the Company, in whole or in part, in
integral multiples of $1,000 principal amount at declining redemption prices set
forth in the 9 7/8% Notes Indenture. Notwithstanding the foregoing, during the
first three years after the date of the 9 7/8% Notes Indenture, the Company will
be permitted to redeem up to 33 1/3% of the aggregate principal amount of the
9 7/8% Notes with the net proceeds of any Public Equity Offerings (as defined in
the 9 7/8% Notes Indenture) or Strategic Equity Investments (as defined in the
9 7/8% Notes Indenture) at 109.875% of the principal amount thereof. The Company
placed net proceeds of $19.6 million from the offering of the 9 7/8% Notes
representing funds that, together with the proceeds from the investment thereof,
are sufficient to pay the first four scheduled interest payments (but not
additional interest) on the 9 7/8% Notes, into an escrow account (the "Escrow
Account") to be held by the Trustee for the benefit of the holders of the 9 7/8%
Notes. The Company granted to the Trustee for the benefit of the holders of the
9 7/8% Notes, a first priority and exclusive security interest in the Escrow
Account and the proceeds thereof. Funds will be disbursed from the Escrow
Account for interest payments (but not additional interest) on the 9 7/8% Notes.
Pending such disbursement, all funds contained in the Escrow Account are
invested in Cash Equivalents (as defined in the 9 7/8% Notes Indenture).

Upon a Change of Control (as defined in the 9 7/8% Notes Indenture) of the
Company, or in the event of Asset Sales (as defined in the 9 7/8% Notes
Indenture) in certain circumstances, the Company is required by the terms of the
9 7/8% Notes Indenture to make an offer to purchase the outstanding 9 7/8% Notes
at a purchase price equal to 101% and 100%, respectively, of the principal
amount thereof.

The indebtedness of the Company evidenced by the 9 7/8% Notes ranks pari
passu in right of payment with all other existing and future unsubordinated
indebtedness of the Company and senior in right of payment to all existing and
future obligations of the Company expressly subordinated in right of payment to
the 9 7/8% Notes. The 9 7/8% Notes Indenture contains a number of covenants
restricting the operations of the Company and its Restricted Group Members (as
defined in the 9 7/8% Notes Indenture), including those restricting: the
incurrence of indebtedness; the making of restricted payments (in the form of
the declaration or payment of certain dividends or distributions, the purchase,
redemption or other acquisition of any capital stock of the Company, the
voluntary prepayment of pari passu or subordinated indebtedness and the making
of certain investments, loans and advances) unless no Default or Event of
Default (each, as defined in the 9 7/8% Notes Indenture) exists, its leverage
ratio does not exceed 6.0 to 1.0 and such restricted payments do not exceed the
Basket (as defined in the 9 7/8% Notes Indenture); transactions with
stockholders and affiliates; the incurrence
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of liens; sale-leaseback transactions; issuances and sales of capital stock of
subsidiaries; the incurrence of guarantees by subsidiaries; dividend and other
payment restrictions affecting subsidiaries; consolidation, merger or sale of
substantially all of the Company's assets; and requiring the purchase of 9 7/8%
Notes, at the option of the holder, upon the occurrence of a Change of Control
and certain Asset Sales.

The events of default under the 9 7/8% Notes Indenture include provisions
that are typical of senior debt financings, including a cross-acceleration to a
default by the Company or any Restricted Group Member on any indebtedness that
has an aggregate principal amount in excess of certain levels. Upon the
occurrence of such an event of default, the trustee or the holders of not less
than 25% in principal amount at maturity of the outstanding 9 7/8% Notes may
immediately accelerate the maturity of all the Notes as provided in the 9 7/8%
Notes Indenture.

HER NOTES

HER sold $265 million aggregate principal amount of 11 1/2% Senior Notes
due 2007 ("HER Notes") in August 1997. The HER Notes have a ten year maturity
and are unsecured, senior obligations of HER. HER placed approximately $56.6
million of the net proceeds in escrow for the first two years' interest payments
on the HER Notes. The HER Notes were issued pursuant to an indenture containing
certain covenants for the benefit of the holders of HER Notes, including, among
other things, covenants limiting the incurrence of indebtedness, restricted
payments, liens, payment restrictions affecting certain subsidiaries and joint
ventures, transactions with affiliates, assets sales and mergers. The HER Notes
are redeemable in whole or part, at the option of HER at any time on or after
August 15, 2002 at a price ranging from 105.75 percent to 100.0 percent of the
principal amount.

A portion of the HER Notes are also redeemable at any time or from time to
time prior to August 15, 2000 at a redemption price equal to 111.5% of the
principal amount of the HER Notes so redeemed, plus accrued and unpaid interest
thereon, if any, to the date of redemption with the net cash proceeds of one or
more public equity offerings or strategic equity investments resulting in
aggregate gross cash proceeds to HER of at least $75 million. In the event of a
change of control of HER, holders of the HER Notes have the right to require HER
to purchase such holder's HER Notes at a price equal to 101% of the aggregate
principal amount.

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DESCRIPTION OF THE BONDS

The following terms and conditions (subject to attachment and except for
the sentences in italics) will be endorsed on the Certificates issued in respect
of the Bonds.

GENERAL

The Senior Subordinated Convertible Bonds due 2000 (the "Bonds") of Global
TeleSystems Group, Inc. (the "Company") were initially issued under an indenture
(the "Indenture") dated as of July 14, 1997 (the "Closing Date") between the
Company, The Bank of New York, as trustee (the "Trustee"), registrar (the
"Registrar") and paying, conversion and transfer agent (the "Principal Paying
Agent"). The issue of the Bonds was authorized by a resolution of the Board of
Directors of the Company on June 18, 1997. Certain statements herein are
summaries of, and are subject to, the detailed provisions of the Indenture,
which contains the forms of Bonds. Copies of the Indenture are available for
inspection at the registered office of the Trustee, being at the date hereof at
One Wall Street, New York, New York, 10286 and at the specified offices of each
of the Paying Agents. The Bondholders are entitled to the benefit of, are bound
by, and are deemed to have notice of all the provisions of the Indenture. The
Bonds mature on June 30, 2000.

The Bonds are limited in aggregate original principal amount to
U.S.$155,250,000; provided, however, that an additional $18,000,000 principal
amount of Bonds may be issued under the Indenture to satisfy any preemptive
rights of the Company's existing shareholders. Pursuant to such preemptive
rights, certain of the Company's existing shareholders acquired approximately
$3.5 million in aggregate principal amount of Bonds on August 29, 1997.

STATUS, FORM, DENOMINATION AND TITLE

(A) STATUS

The Bonds are direct, unsecured, senior subordinated obligations of the
Company and will rank pari passu with each other and with all other present and
future unsecured, senior subordinated indebtedness of the Company.

(B) FORM AND DENOMINATION

The Bonds are issued in registered form in the minimum denomination of
U.S.$10,000 and integral multiples of $1,000 in excess thereof.

Title to the Bonds passes only by registration in the register of
Bondholders (the "Register") maintained by the Registrar. The registered holder
of any Bond will (except as otherwise required by law) be treated as its
absolute owner for all purposes (whether or not such Bond is overdue and
regardless of any notice of ownership, trust or any interest in it or any
writing on, or the theft or loss of, the certificate issued in respect of it)
and no person will be liable for so treating the holder. As used herein,
"Bondholder" and (in relation to a Bond) "holder", mean the person in whose name
a Bond is registered.

INTEREST

The Bonds bear interest payable at the rate of 8.75 per cent. per annum
from and including the date of their issuance. Interest on each Bond will cease
to accrue from the Redemption Date or Conversion Date thereof unless, upon due
presentation of such Bond, payment of principal is improperly withheld or
refused or conversion is not consummated, as the case may be. In such event,
interest will continue to accrue on such Bond up to and including (a) the date
on which payment in full of the principal thereof (plus accrued interest) is
made or (if earlier) the date on which the funds for the payment in full of the
principal thereof (plus accrued interest) have been received in New York City by
the Trustee or (b) the Bonds are converted to shares of Common Stock. Interest
shall be computed on the basis of a 360 day year consisting of twelve (12)
months of 30 days each and, in the case of an incomplete month, the number of
days elapsed.

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Interest is payable semiannually in arrears on July 15 and January 15 of
each year commencing January 15, 1998 (each, an "Interest Payment Date"), to the
person in whose name a Bond (or any predecessor Bond) is registered at the close
of business on the preceding June 30 or December 31, as the case may be. Each
Bond will carry a right to interest in respect of all periods from the date of
issue thereof, or the date from which interest has been paid to, whichever is
later, up to but excluding the relevant Redemption Date or Conversion Date.

The Luxembourg Stock Exchange will be informed of each change in the
interest rate of the Bonds on the date of such change.

TRANSFERS OF BONDS; ISSUE OF CERTIFICATES

(A) TRANSFERS

A Bond may be transferred by depositing the certificate issued in respect
of that Bond, with the form of transfer on the back duly completed and signed,
at the specified office of the Registrar or any of the Transfer Agents.

Except as set forth below, the Global Certificates may be transferred in
whole, but not in part, solely to another nominee of DTC or to a successor of
DTC or its nominee.

(B) DEFINITIVE BONDS

Bonds represented by interests in Global Certificates are exchangeable for
certificated physical Bonds in registered form only if (i) DTC is at any time
unwilling or unable to continue as a depositary and a successor depositary is
not appointed by the Company within 90 days of notice of such fact, or (ii) the
Trustee has instituted or been directed to institute any judicial proceeding in
a court to enforce the rights of the Bondholders under the Bonds and has been
advised by counsel that it is necessary or appropriate to obtain possession of
certificated physical Bonds.

In case any certificate representing a Bond shall become mutilated,
defaced, destroyed, lost or stolen, the Company will execute and, upon the
Company's request, the Trustee will authenticate and deliver a new certificate
of like tenor (including the same date of issuance) and equal principal amount,
registered in the same manner, dated the date of its authentication and bearing
interest from the date to which interest has been paid on such Bond, in exchange
and substitution for such certificate (upon surrender and cancellation thereof
in the case of mutilated or defaced certificates) or in lieu of and substitution
for such certificate. In case such certificate is destroyed, lost or stolen, the
applicant for a substitute certificate shall furnish to the Company satisfactory
evidence of the destruction, loss or theft of such certificate and of the
ownership thereof. Upon the issuance of any substituted certificate, the Company
may require the payment by the registered holder thereof of a sum sufficient to
cover fees and expenses connected therewith, together with such indemnity as the
Company and Trustee shall require.

(D) FORMALITIES FREE OF CHARGE

Registration of transfer of Bonds will be effected without charge but only
upon payment (or the giving of such indemnity as the Company, the Trustee or any
of the Paying Agents may require) in respect of any tax or other governmental
charges which may be imposed in relation to it.

(E) CLOSED PERIODS

No Bondholder may require the transfer of a Bond to be registered during
the period of 15 days ending on the due date for any payment of principal of or
interest on or Additional Amounts, if any, on that Bond or after a Conversion
Notice (as defined below) has been delivered with respect thereto.

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(F) REGULATIONS

All transfers of Bonds and entries on the Register will be made subject to
the detailed regulations concerning transfer of Bonds set forth in the
Indenture. The regulations may be changed by the Company, with the prior written
approval of the Trustee. A copy of the current regulations will be mailed (at
the Company's expense) by the Trustee to any Bondholder who asks for one.

(G) PAYMENTS

The principal of, and premium, if any, on the Bonds will be paid against
surrender thereof at the main office of the Paying Agent in New York City or,
subject to applicable laws and regulations, at the offices of the paying agent
in Luxembourg by U.S. dollar check drawn on a bank in the City of New York, or
by a wire transfer to a U.S. dollar account maintained by the payee with a bank
in the City of New York. The Company will at all times maintain a Principal
Paying Agent and Conversion Agent in New York City, and, so long as the Bonds
are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg
Stock Exchange so requires, a Paying Agent, Conversion Agent and Transfer Agent
in Luxembourg.

Payment in respect of interest on any Interest Payment Date with respect to
any Bond will be made to the person in whose name such Bond is registered at the
close of business on the June 30 or December 31, as the case may be, preceding
such Interest Payment Date by U.S. dollar check drawn on a bank in the City of
New York mailed to such person at the address specified in the Register on such
day or, under certain circumstances, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the City of New York, provided that a
written request from such holder to such effect designating such account is
received by the relevant Paying Agent no later than fifteen days before the
relevant Interest Payment Date. Unless such designation is revoked, any such
designation made by such person with respect to such Bond will remain in effect
with respect to any future payments with respect to such Bond payable to such
person.

If any payment on a Bond is due on a day that is, at any place of payment,
a day on which banking institutions are authorized or obligated by law or
executive order to close, then, at each place of payment, such payment need not
be made on such day but may be made on the next succeeding day that is not, at
such place of payment, a day on which banking institutions are authorized or
obligated by law or executive order to close (a "Business Day"), with the same
force and effect as if made on the originally scheduled date of such payment,
and no interest will accrue for the period from and after such date.

ADDITIONAL AMOUNTS

All payments of principal, premium, if any, and interest with respect to
the Bonds will be made without withholding or deduction at source for, or on
account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by the United States
or any political subdivision or taxing authority thereof or therein, unless such
withholding or deduction is required by (i) the laws (or any regulations or
rulings promulgated thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (ii) an official position
regarding the application, administration, interpretation or enforcement of any
such laws, regulations or rulings (including, without limitation, a holding by a
court of competent jurisdiction or by a taxing authority in the United States or
any political subdivision thereof). If a withholding or deduction at source is
required, the Company will, subject to certain limitations and exceptions (set
forth below), pay to a holder of Bonds who is a Non-U.S. Holder (as defined
herein) such additional amounts ("Additional Amounts") as may be necessary so
that every net payment of principal, premium, if any, or interest with respect
to such Bonds after such withholding or deduction, will not be less than the
amount provided for in the Bonds. However, the Company shall not be required to
make any payment of Additional Amounts for or on account of:

(a) any tax, fee, duty, assessment or other governmental charge which
would not have been imposed but for (i) the existence of any present or
former connection between such Bondholder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over, such
Bondholder, if such Bondholder is an estate, trust, partnership or
corporation) and the United States, including without limitation, such
Bondholder (or such fiduciary, settlor, beneficiary, member, share-
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holder or possessor) being or having been a citizen or resident thereof or
being or having been present or engaged in trade or business therein or
having or having had a permanent establishment therein, or (ii) the
presentation of a Bond for payment on a date more than 15 days after the
date on which such payment became due and payable or the date on which
payment thereof is duly provided for whichever occurs later;

(b) any estate, inheritance, gift, sales, transfer, personal property
or similar tax, assessment or other governmental charge;

(c) any tax, fee, duty, or future assessment or other governmental
charge imposed by reason of such Bondholder's past or present status as a
personal holding company, foreign personal holding company, passive foreign
investment company or controlled foreign corporation with respect to the
United States or as a corporation which accumulates earnings to avoid
United States federal income tax;

(d) any tax, fee, duty, assessment or other governmental charge which
is payable otherwise than by withholding from payments of principal or
interest with respect to the Bonds;

(e) any tax, fee, duty, assessment of other governmental charge
imposed on any interest received (x) by a holder or beneficial owner of
Bonds that for U.S. federal income tax purposes is treated as actually or
constructively owning 10% or more of the voting power of the Company's
stock, (y) on an extension of credit made pursuant to a loan agreement
entered into in the ordinary course of business by a holder or beneficial
owner of Bonds that is a bank and (z) by a holder or beneficial owner of
Bonds that is a controlled foreign corporation and with respect to which
the Company is a related person;

(f) any tax, fee, duty, assessment or other governmental charge
required to be withheld by any paying agent from any payment of principal,
premium, if any, or interest with respect to any Bond, if such payment can
be made without such withholding by any other paying agent with respect to
the Bonds;

(g) any tax, fee, duty, assessment or other governmental charge which
would not have been imposed but for the failure to comply with
certification, identification, documentation, information or other
reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Bondholder or of the beneficial
owner of such Bond, if such compliance is required by a present or future
statute, treaty, regulation, ruling or administrative practice as a
precondition to a reduction of or relief or exemption from such tax,
assessment or other governmental charge; or

(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);

nor shall Additional Amounts be paid to any holder of a Bond who is a fiduciary
or partnership or other than the sole beneficial owner of the Bond to the extent
a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner of the Bond would not have been entitled to
payment of the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Bond.

The term "Non-U.S. Holder" means any corporation, individual, fiduciary or
partnership that for United States federal income tax purposes is a foreign
corporation, nonresident alien individual, nonresident alien fiduciary of a
foreign estate or trust, or foreign partnership one or more members of which is
a foreign corporation, nonresident alien individual or nonresident alien
fiduciary of a foreign estate or trust.

REDEMPTION FOR TAX RESOURCES

The Company may redeem any Bond in whole but not in part at any time at a
redemption price equal to the principal amount thereof together, if appropriate,
with accrued interest to but excluding the date fixed for redemption, if the
Company shall determine, based upon a written opinion of independent counsel
selected by the Company, that as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of (i) the United
States or any political subdivision or tax authority thereof affecting taxation
or (ii) the relevant taxing jurisdiction or any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in application or
official interpretation of such laws, regulations or rulings, which amendment or
change is effective on or after the original Issue Date, the Company would be
required to pay Additional Amounts on the occasion of the next payment due with
respect to such Bond.
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Notice of intention to redeem Bonds will be given not less than 30 days nor
more than 60 days prior to the date fixed for redemption, provided that no such
notice of redemption shall be given earlier than 90 days prior to the effective
date of such change or amendment and that at the time notice of such redemption
is given, such obligation to pay such Additional Amounts remains in effect and
cannot be avoided by the Company's taking reasonable measures available to it.
From and after any redemption date, if monies for the redemption of Bonds shall
have been made available for redemption on such redemption date, such Bonds
shall cease to bear interest and the only right of the holders of such Bonds
appertaining thereto shall be to receive payment of the principal amount
thereof, premium if any, and, if appropriate, all unpaid interest accrued to
such redemption date.

SUBORDINATION

The indebtedness evidenced by the Bonds will, to the extent set forth in
the Indenture, be subordinated in right of payment to the prior payment in full
in cash or Cash Equivalents of all existing and future Senior Indebtedness. In
the event of any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relating to the Company or its assets, or any liquidation,
dissolution or other winding-up of the Company, whether voluntary or
involuntary, or any assignment for the benefit of creditors or other marshalling
of assets or liabilities of the Company, all Senior Indebtedness will be
entitled to be paid in full before any payment or distribution is made on
account of the principal of (including upon redemption), premium, if any, or
interest on the Bonds or Additional Amounts. Notwithstanding the foregoing,
Bondholders may receive shares of stock and any debt securities that are
subordinated at least to the same extent as the Bonds to Senior Indebtedness and
any securities issued in exchange for Senior Indebtedness.

During the continuance of any default in the payment of principal, premium,
if any, or interest on any Designated Senior Indebtedness, when the same becomes
due and such default is continuing beyond any applicable grace periods, and
after receipt by the Trustee and the Company from the representative of holders
of such Designated Senior Indebtedness of written notice of such default, no
direct or indirect payment by or on behalf of the Company of any kind or
character may be made on account of the principal of (including redemption
amount), premium, if any, or interest or Additional Amounts on, or the purchase,
redemption, or other acquisition of, the Bonds unless and until such default has
been cured or waived or has ceased to exist or such Designated Senior
Indebtedness shall have been discharged or paid in full.

In addition, upon the occurrence and during the continuance of any other
default with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be accelerated as a result of such default (a "Non-payment
Default") and upon receipt by the Trustee and the Company from the
representatives of holders of such Designated Senior Indebtedness of written
notice of such Non-payment Default, no payment of any kind or character may be
made by the Company on account of the principal of, premium, if any, or interest
or Additional Amounts on, or the purchase, redemption or other acquisition of,
the Bonds for the period specified below (the "Payment Blockage Period").

The Payment Blockage Period shall commence upon receipt of written notice
of a Non-payment Default by the Trustee from the representatives of holders of
Designated Senior Indebtedness and shall end on the earliest to occur of the
following events: (i) 179 days has elapsed since the receipt of such notice
(provided such Designated Senior Indebtedness shall not theretofore have been
accelerated), (ii) such default is cured or waived or ceases to exist or such
Designated Senior Indebtedness is discharged or paid in full, or (iii) such
Payment Blockage Period shall have been terminated by written notice to the
Company or the Trustee from the representative of holders of Designated Senior
Indebtedness initiating such Payment Blockage Period, after which the Company
shall promptly resume making any and all required payments in respect of the
Bonds, including any missed payments. Only one Payment Blockage Period with
respect to the Bonds may be commenced within any 365 consecutive day period. No
Non-payment Default that existed or was continuing on the date of the
commencement of any Payment Blockage Period will be, or can be, made the basis
for the commencement of a second Payment Blockage Period, whether or not within
a period of 365 consecutive days, unless such default has been cured or waived
for a period of not less than 90 consecutive days. In no event will a Payment
Blockage Period extend beyond 179 days from the receipt by the Trustee of the
notice initiating

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such Payment Blockage Period and there must be a 186 consecutive day period in
any 365 day period during which no Payment Blockage Period is in effect.
Notwithstanding the foregoing, no further notice may be given in respect of any
Non-payment Default unless and until all scheduled payments of principal,
premium, if any, and interest not paid on the Bonds during any such Payment
Blockage Period as a result of any notice or acceleration shall have been paid
in full in cash.

If the Company fails to make any payment on the Bonds when due after giving
effect to any applicable grace period, whether or not on account of the payment
blockage provisions referred to above, such failure would constitute an Event of
Default under the Indenture and would enable the holders of the Bonds to
accelerate the maturity thereof. The Company will promptly notify holders of
Senior Indebtedness if payment of the Bonds is accelerated because of an Event
of Default. See "-- Events of Default."

By reason of such subordination, in the event of any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or similar case or proceeding of the Company, creditors of the Company who are
holders of Senior Indebtedness may recover more, ratably, than the holders of
the bonds and funds which would be otherwise payable to the holders of the Bonds
will be paid to the holders of the Senior Indebtedness to the extent necessary
to pay the Senior Indebtedness in full, and the Company may be unable to meet
its obligations fully with respect to the Bonds.

At June 30, 1998 the Company had $106.2 million of Senior Indebtedness
outstanding. The Indenture limits, but does not prohibit, the incurrence by the
Company of additional Indebtedness (including Indebtedness which is senior to
the Bonds). See "Risk Factors -- Ranking: Unsecured Status of the Bonds."

CONVERSION

(A) CONVERSION RIGHT

Subject to and upon compliance with the provisions of the Indenture, any
Bondholder shall have the right (the "Conversion Right"), at its option, at any
time and from time to time on or after the occurrence of a Complying Public
Equity Offering and prior to the close of business on June 30, 2000, to convert
the principal amount of any such Bond, or any portion of such principal amount
(subject to minimum authorized denominations of the Bonds), into that number of
fully paid and non-assessable shares of Common Stock (as such shares shall then
be constituted) obtained by dividing the principal amount of the bond or portion
thereof surrendered for conversion by the Conversion Price in effect at such
time, by surrender of the Bond so to be converted in whole or in part in the
manner provided in paragraph (B)(i) below. A Bondholder is not entitled to any
rights of a holder of shares of Common Stock until such holder has converted its
Bonds to shares of Common Stock, and only to the extent such Bonds are deemed to
have been converted to shares of Common Stock under the Indenture. A Complying
Public Equity Offering occurred on February 10, 1998 and the Conversion Price is
$20 per share.

(B) EXERCISE OF CONVERSION RIGHT; ISSUANCE OF SHARES OF COMMON STOCK ON
CONVERSION

(i) Exercise of Conversion Right

Bondholders have a Conversion Right which is exercisable in whole or in
part at any time and from time to time subsequent to the Conversion Date but not
later than the Maturity of the Bond. In order to exercise its Conversion Right,
a Bondholder shall complete a notice in the then current form obtainable from
the Trustee or a specified office of a Conversion Agent (a "Conversion Notice")
(which may be accompanied by a share transfer form, or other instrument which
may be required, signed by the Bondholder or may include an authorization signed
by the Bondholder, authorizing the Bondholder's nominee to become the registered
transferee and to execute any requisite transfer form or other instrument which
may be required, on behalf of the Bondholder) and deliver such Conversion Notice
and where appropriate, an executed share transfer form, or other instrument
which may be required, to the Trustee or a specified office of any Conversion
Agent (together with the relevant Bond or Bonds if in definitive form) and any
payment required by paragraph (D) below. Once given, a Conversion Notice shall
be irrevocable and may not be withdrawn without the consent in writing of the
Company.

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(ii) General

In the event where Bondholders have elected to convert their Bonds by
giving notice thereof to the Company in accordance with the terms of the
Indenture, then any subsequent redemption of the Bonds shall not affect the
right of the holders of such Bonds to receive shares of Common Stock and such
Bonds shall not be so redeemed. No earlier than 60 days and no later than 30
days prior to the Maturity of the Bonds, the Company shall deliver a notice to
the Trustee, the Bondholders and the Luxembourg Stock Exchange of the status of
the Conversion Rights, if any, of the Bondholders.

Each Bond will be converted into such number of shares of Common Stock as
is equal to the principal amount of such Bond divided by $20.

(D) STAMP AND OTHER DUTIES AND EXCHANGE COSTS

Payment of all stamp, transfer and registration duties (if any) and any
brokers' commission and stock exchange transaction charges and any other tax
thereon arising on exercise of Conversion Rights and/or on the transfer or
delivery of shares of Common Stock by the Company (or the Trustee pursuant to
the Indenture) to or to the order of the Trustee or the relevant Bondholder in
connection therewith, payable in or imposed by the United States, any state or
other political sub-division thereof and any other jurisdiction in which the
register in respect of any securities is located will be made or procured by the
Company. If the Company shall fail to pay any such duties or costs, the relevant
Bondholder shall be entitled to tender and pay the same. The Company has in the
Indenture covenanted to reimburse each such Bondholder in respect of the payment
of such duties or costs and any penalties paid in respect thereof. A Bondholder
exercising Conversion Rights must pay to the relevant Conversion Agent any such
duties or costs arising in any other circumstances.

(E) CASH PAYMENT INSTRUCTIONS

Upon the exercise of Conversion Rights, a Bondholder shall, when delivering
the relevant Conversion Notice, give directions to the relevant Conversion Agent
for payment of any cash sum which such Bondholder is entitled to receive
pursuant to the Indenture and which shall be paid by way of U.S. dollar check
drawn on a bank in the City of New York or by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the City of New York.

(F) FRACTIONS ARISING ON CONVERSION

No fraction of a share of Common Stock shall be delivered on exercise of
Conversion Rights but a cash payment shall be made by the Company to the
relevant Bondholder, pursuant to directions given to the relevant Conversion
Agent by the Bondholder as provided in (E) above, not later than 21 days after
the Conversion Date, of an amount equal to the value of such fraction (such
amount to be rounded up to the nearest U.S.$0.01).

REDEMPTION AND PURCHASE

(A) FINAL REDEMPTION AT MATURITY

Unless previously redeemed or converted or to be converted or purchased and
cancelled, on June 30, 2000 outstanding Bonds will be redeemed by the Company at
their principal amount plus accrued interest, if any. However, in the event that
a Complying Public Equity Offering has not occurred prior to June 30, 2000,
outstanding Bonds will be redeemed at Maturity at 121.0 per cent. of their
principal amount, plus accrued interest, if any.

(B) ACCELERATION FOLLOWING AN EVENT OF DEFAULT

If the Bonds are accelerated following the occurrence of an Event of
Default, the Bonds will be repaid at their principal amount multiplied by 106.5
per cent. plus accrued interest to the date of acceleration, if the

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date of acceleration occurs on or before June 30, 1998; 113.5 per cent. plus
accrued interest to the date of acceleration if the date of acceleration occurs
after such date but on or before June 30, 1999; and 121.0 per cent. if the date
of acceleration occurs thereafter; provided that notwithstanding the foregoing,
each Bondholder shall have the option to exercise his Conversion Right, if any.

The payment of the premium referred to above upon the occurrence of an
Event of Default may not be enforceable under U.S. federal or New York Law.

All Bonds redeemed pursuant to the Indenture or purchased by the Company in
the open market will be forthwith cancelled and may not be reissued or sold. The
Company will not permit its Subsidiaries and will to the fullest extent of the
rights available to it under the relevant contractual or organizational
documents not permit its Significant Joint Ventures to purchase any of the
Bonds.

(D) LIMITED OPTIONAL REDEMPTION

The Bonds are redeemable at the option of the Company, in whole but not in
part on or after the second anniversary of a Complying Public Equity Offering,
on not less than 90 nor more than 120 days' prior notice (which notice shall
provide the Trustee and the Bondholders information concerning the right of
Bondholders to convert prior to the Redemption Date and information pertinent to
the Conversion Price) at the principal amount thereof plus accrued interest to
the Redemption Date, provided that the shares of Common Stock into which Bonds
are convertible would not be at the time of redemption "restricted securities"
in the hands of any Bondholder not affiliated with the Company, within the
meaning of the Securities Act, and provided further, that the average Closing
Price of the shares of Common Stock for the 20 consecutive Trading Days prior to
the date of the Company's notice of redemption is greater than 130 per cent of
the Conversion Price determined in conjunction with such Complying Public Equity
Offering.

The redemption of the Bonds at the option of the Company under the
Indenture may be prohibited by the terms of or result in an event of default
under or require the consents of holders of Senior Indebtedness of the Company.
The Company's obligations under its Senior Indebtedness represent obligations
senior in right of payment to the Bonds. Consequently, the purchase of the Bonds
by the Company pursuant to an optional redemption will be precluded, absent any
required consent of the lenders under Senior Indebtedness or repayment of all
amounts outstanding thereunder or the waiver of any event of default caused
thereunder.

EVENTS OF DEFAULT

The following are "Events of Default" under the Indenture:

(a) the Company fails to pay the principal of or any premium (if any)
or interest (including Additional Amounts) on any of the Bonds when due
(upon Maturity, acceleration, redemption, required purchase or otherwise
and whether or not prohibited by the subordination provisions) and, in the
case of interest only, such failure continues for a period of 30 days; or

(b) the Company does not perform or comply with any one or more of its
other obligations in the Bonds or the Indenture (other than a default under
(a) above) for a period of 60 days after written notice of such default
shall have been given to the Company by the Trustee or to the Company and
the Trustee by holders of at least 25 per cent in aggregate principal
amount of Bonds then outstanding; or

(c) (i) one or more defaults in the payment of principal of or
premium, if any, on Indebtedness of the Company or any Material Subsidiary
or any Significant Joint Venture aggregating U.S.$10 million (or the
foreign currency equivalent thereof) or more, when the same becomes due and
payable at the Maturity thereof, and such default or defaults shall have
continued after any applicable grace period and shall not have been cured
or waived or (ii) Indebtedness of the Company or any Material Subsidiary or
any Significant Joint Venture aggregating U.S.$10 million (or the foreign
currency equivalent thereof) or more shall have been accelerated or
otherwise declared due and payable, or required to be prepaid or
repurchased (other than by regularly scheduled required prepayment) prior
to the Maturity thereof, or

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(d) any holder or holders of Indebtedness aggregating U.S.$10 million
(or the foreign currency equivalent thereof) or more of the Company or any
Material Subsidiary or any Significant Joint Venture shall notify the
Company or the Trustee of the intended sale or disposition of any assets of
the Company or any such Material Subsidiary or Significant Joint Venture
that have been pledged to or for the benefit of such person to secure such
Indebtedness, or shall commence proceedings, or take action (including by
way of set-off) to retain in satisfaction of any such Indebtedness, or to
collect on, seize, dispose of or apply, any such assets of the Company or
any Material Subsidiary or any Significant Joint Venture pursuant to the
terms of any agreement or instrument evidencing any such Indebtedness or in
accordance with applicable law; or

(e) one or more final judgments (or judgments which can no longer be
appealed) or orders or similar judicial or administrative action shall be
rendered against the Company or any Material Subsidiary or Significant
Joint Venture for the payment of money, either individually or in an
aggregate amount, in excess of U.S.$10 million (or the foreign currency
equivalent thereof) and which shall not have been discharged and either (i)
an enforcement proceeding shall have been commenced by any creditor upon
such judgement or order or similar judicial or administrative action or
(ii) there shall have been a period of 60 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, was not in effect; or

(f) the Company or any Material Subsidiary or Material Joint Venture,
pursuant to or under or within any applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or like law; (i) commences a
voluntary case or proceeding; (ii) consents to the entry of an order for
relief against it in an involuntary case or proceeding; (iii) makes a
general assignment for the benefit of its creditors; (iv) or shall
generally not pay its debts when such debts become due or shall admit in
writing its inability to pay its debts generally; (v) or a court of
competent jurisdiction (or like entity) shall enter an order or decree
under any applicable law described above that is for relief against the
Company or any Material Subsidiary or Material Joint Venture, as applicable
in an involuntary case or proceeding, appoints a custodian for the Company
or such other entity for all or substantially all its properties or orders
the liquidation of the Company or such other entity, as applicable and in
each such case in this clause (v), the order or decree remains unstayed and
in effect for 60 days; (vi) or the Company or such other entity shall take
any corporate action regarding any of the foregoing; or

(g) excluding the events referred to in paragraph (f) above, any
seizure, compulsory acquisition, expropriation or nationalization of any
assets of the Company, any Subsidiary or Significant Joint Venture for
which there is not paid Fair Market Value and where the seizure, compulsory
acquisition, expropriation or nationalization (whether by an outright
taking or by confiscatory tax or other policies), individually or in the
aggregate, could reasonably be expected to result in a material adverse
effect on the business, (including without limitation the ability to
generate cash flow over the life of the Bonds) the condition (financial or
other), the properties or the results of operations of the Company, its
Subsidiaries, and Significant Joint Ventures on a combined basis (a
"Material Adverse Effect").

If an Event of Default (other than as specified in subparagraph (f) above)
shall occur and be continuing, the Trustee, by notice to the Company, or the
holders of at least 25 per cent. in aggregate principal amount of the Bonds then
outstanding by notice to the Trustee and the Company, may declare the principal
of, premium, if any, and accrued and unpaid interest on all of the outstanding
Bonds due and payable immediately upon which declaration, all amounts payable in
respect of the outstanding Bonds shall be due and payable immediately. If an
Event of Default specified in subparagraph (f) above occurs and is continuing,
then the principal of, premium, if any, and accrued and unpaid interest, on all
of the outstanding Bonds shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
holders of Bonds.

After a declaration of acceleration under the Indenture, but before a
judgment or decree for payment of the money due has been obtained by the
Trustee, the holders of a majority in aggregate principal amount of the
outstanding Bonds, by written notice to the Company and the Trustee, may rescind
such declaration if (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all sums paid or advanced
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by the Trustee under the Indenture and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, (ii) all
overdue interest on all Bonds, (iii) the unpaid principal of and premium, if
any, on any outstanding Bonds which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate borne by the Bonds,
and (iv) to the extent that payment of such interest is lawful, interest upon
overdue interest and overdue principal at the rate borne by the Bonds which has
become due otherwise than by such declaration of acceleration; (b) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (c) all Events of Default, other than the non-
payment of principal of, premium, if any, and interest on the Bonds that have
become due solely by such declaration of acceleration, have been cured or
waived.

The holders of not less than a majority in aggregate principal amount of
the outstanding Bonds may on behalf of the holders of all the Bonds waive any
past defects under the Indenture, existing Default or Event of Default, except a
Default or Event of Default in the payment of the principal of, premium, if any,
or interest on any Bond, or in respect of a covenant or provision which under
the Indenture cannot be modified or amended without the consent of the holder of
each Bond outstanding.

No holder of any of the Bonds has any right to institute any proceeding
with respect to the Indenture or the Bonds or any remedy thereunder, unless the
holders of at least 25% in aggregate principal amount of outstanding Bonds have
made written requests, and offered reasonable indemnity, to the Trustee to
institute such proceeding as Trustee under the Bonds and the Indenture, and the
Trustee has failed to institute such proceeding within 30 days after receipt of
such notice and the Trustee, within such 30-day period, has not received
directions inconsistent with such written request by holders of a majority in
aggregate principal amount of the outstanding Bonds. Such limitations do not
apply, however, to a suit instituted by a holder of a Bond for the enforcement
of the payment of the principal of, premium, if any, or interest on such Bond on
or after the respective due dates expressed in such Bonds.

During the existence of an Event of Default, the Trustee is required to
exercise such rights and powers vested in it under the Indenture and use the
same degree of care and skill in its exercise thereof as a prudent person would
exercise under the circumstances in the conduct of such person's own affairs.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, whether or not an Event of Default shall occur and be continuing, the
Trustee under the Indenture is not under any obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any of the
holders unless such holders shall have offered to the Trustee reasonable
security or indemnity. Subject to certain provisions concerning the rights of
the Trustee, the holders of not less than a majority in aggregate principal
amount of the outstanding Bonds have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee under the Indenture.

If a Default or an Event of Default occurs and is continuing and is known
to the Trustee, the Trustee shall mail to each holder of the Bonds, and to the
Luxembourg Stock Exchange for so long as the Bonds are listed thereon, notice of
the Default or Event of Default within 30 days after obtaining knowledge
thereof. Except in the case of a Default or an Event of Default in payment of
principal or premium, if any, or interest on any Bonds, the Trustee may withhold
the notice to the holders of such Bonds if a committee of its trust officers in
good faith determines that withholding the notice is in the interest of the
holders of the Bonds.

REPORTING REQUIREMENTS

For the fiscal quarters ending June 30, 1997 and September 30, 1997 and for
the fiscal year ended December 31, 1997 the Company will (i) transmit by mail to
all Bondholders, as their names and addresses appear in the Register, without
cost to such Bondholders, and (ii) file with the Trustee copies of the quarterly
and audited annual financial reports of the Company (including the condensed,
combining financial data in the form and scope set forth in the condensed,
consolidated financial statements of the Company for the first quarter of 1997
and for the fiscal year ending December 31, 1996, respectively) that are
generally distributed to its shareholders at the time such reports are so
distributed.

Beginning with the financial statements of the Company for the quarter
ending March 31, 1998 and thereafter, whether or not the Company is subject to
Section 13(a) or 15(d) of the Exchange Act, or any
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successor provision thereto, the Company shall prepare the annual and quarterly
reports which the Company would have been required to file with the Securities
and Exchange Commission pursuant to such Section 13(a) or 15(d) or any successor
provision thereto (including, until such time as the Company is required to file
reports with the Commission pursuant to Section 13(a) or 15(d) of the Exchange
Act, the condensed, combining financial data in the form and scope set forth in
the condensed, consolidated financial statements described above) on or prior to
the respective dates (the "Required Filing Dates") by which the Company would
have been required so to file such documents. The Company shall also in any
event within 15 days of each Required Filing Date (i) transmit by mail to all
Bondholders, as their names and addresses appear in the Register, without cost
to such Bondholders, and (ii) file with the Trustee, copies of such annual and
quarterly reports.

The Company is required to furnish to the Trustee annual and quarterly
statements as to the performance by the Company of its obligations under the
Indenture and as to any default in such performance. The Company is also
required to notify the Trustee within thirty (30) days after the Company has
knowledge of any event which is, or after notice or lapse of time or both would
become, an Event of Default.

NEGATIVE PLEDGE AND COVENANTS

So long as any Bond remains outstanding or any amount remains unpaid with
respect to any of the Bonds or up to and including the date of (a) the Complying
Public Equity Offering or (b) a Covenant Defeasance, the Company, its
Subsidiaries and Significant Joint Ventures will be subject to the following
Negative Pledge and Covenants:

(A) NEGATIVE PLEDGE

The Company will not, and will not permit any of its Subsidiaries to, and
will to the fullest extent of the rights available to it under the relevant
contractual or organizational documents not permit its Significant Joint
Ventures to, directly or indirectly create, incur, assume or suffer to exist any
Lien that secures obligations under any Pari Passu Indebtedness or Subordinated
Indebtedness on any asset or property of the Company or such Subsidiary or such
Significant Joint Venture, or any income or profits therefrom, or assign or
convey any right to receive income therefrom, unless the Bonds are equally and
ratably secured with the obligations so secured (provided that any Lien securing
Subordinated Indebtedness shall be subordinate and junior to the Lien securing
the Bonds with the same relative priority as such Subordinated Indebtedness
shall have with respect to the Bonds) until such time as such obligations are no
longer secured by such Lien.

(B) COVENANTS

(a) Limitation on Indebtedness. The Company will not, and will not permit
any of its Subsidiaries to, and will to the fullest extent of the rights
available to it under the relevant contractual or organizational documents not
permit its Significant Joint Ventures to, directly or indirectly, create, incur,
issue, assume, guarantee or in any manner become directly or indirectly liable,
contingently or otherwise, for the payment of (in each case, to "incur") any
Indebtedness (including any Acquired Indebtedness); provided, however, that the
Company, any Subsidiary or any Significant Joint Venture will be permitted to
incur Indebtedness (including Acquired Indebtedness) if (a) at the time of such
incurrence, no Default or Event of Default under the Indenture has occurred and
is continuing, (b) at the time of such incurrence the Fixed Charge Coverage
Ratio for the four full fiscal quarters immediately preceding the incurrence of
such Indebtedness, taken as one period (and after giving pro forma effect to (i)
the incurrence of such Indebtedness and (if applicable) the application of the
net proceeds therefrom, including to refinance other Indebtedness, as if such
Indebtedness was incurred, and the application of such proceeds occurred, on the
first day of such four-quarter period, (ii) the incurrence, repayment or
retirement of any other Indebtedness by the Company, its Subsidiaries and its
Significant Joint Ventures since the first day of such four-quarter period
(except that, in making such computation, the amount of Indebtedness under any
revolving credit facility shall be computed based upon the average daily balance
of such Indebtedness during such four-quarter period) and (iii) the acquisition
(whether by purchase, merger or otherwise) or disposition (whether by sale,
merger or otherwise) of any company, entity or business acquired or disposed of
by the Company, or its Subsidiaries or its Significant Joint
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Ventures, as the case may be, since the first day of such four-quarter period),
would have been at least equal to 2:1 and (c) in the case of the incurrence of
Subordinated Indebtedness or Pari Passu Indebtedness, such Indebtedness has no
scheduled principal payment prior to the 91st day after the Maturity of the
Bonds.

Notwithstanding the foregoing, the Company and its Subsidiaries and
Significant Joint Ventures may, to the event specifically set forth below, incur
each and all of the following:

(a) Indebtedness of the Company evidenced by the Bonds;

(b) Indebtedness of the Company, any Subsidiary or any Significant
Joint Venture outstanding on the Issue Date;

(c) Indebtedness of the Company, any Subsidiary and any Significant
Subsidiary in an aggregate principal amount at any one time outstanding not
to exceed U.S.$75,000,000 (or the foreign currency equivalent thereof);

(d)(i) Interest Rate Protection Obligations of the Company or any
Subsidiary or any Significant Joint Venture covering Indebtedness of the
Company, such Subsidiary or such Significant Joint Venture; provided,
however, that, (x) any Indebtedness to which any such Interest Rate
Protection Obligations relate bears interest at fluctuating interest rates
and is otherwise permitted to be incurred under this covenant and (y) the
notional principal amount of any such Interest Rate Protection Obligations
does not exceed the principal amount of the Indebtedness to which such
Interest Rate Protection Obligations relate;

(e) Indebtedness of any Subsidiary or Significant Joint Venture owed
to and held by the Company, another Subsidiary or Significant Joint
Venture, in each case which is not subordinated in right of payment to any
Indebtedness of such Subsidiary or Significant Joint Venture, except that
(i) any transfer of such Indebtedness by the Company or a Subsidiary or a
Significant Joint Venture (other than to the Company or to another
Subsidiary or Significant Joint Venture) and (ii) the sale, transfer or
other disposition by the Company or any Subsidiary or Significant Joint
Venture of the Capital Stock of any Subsidiary or ownership interest in any
Significant Joint Venture which is owned Indebtedness from another
Subsidiary or Significant Joint Venture such that the first such Subsidiary
or Significant Joint Venture ceases to be a Subsidiary or Significant Joint
Venture shall, in each case in (i) and (ii), be an incurrence of
Indebtedness by the second such Subsidiary or Significant Joint Venture, as
the case may be, subject to the other provisions of this covenant;

(f) Indebtedness of the Company owed to and held by any Subsidiary or
any Significant Joint Venture which is unsecured and subordinated in right
of payment to the payment and performance of the Company's obligations
under the Indenture and the Bonds provided that any subsequent issuance or
transfer of Capital Stock or other ownership interest or any other event
which results in any such Subsidiary or Significant Joint Venture ceasing
to be a Subsidiary or Significant Joint Venture, as the case may be, or any
subsequent transfer of any such Indebtedness (except to the Company or
another Subsidiary or another Significant Joint Venture) shall be deemed,
in each case, be an incurrence of Indebtedness by the Company, subject to
the other provisions of this covenant;

(g) Indebtedness under Currency Agreements, provided that in the case
of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the outstanding Indebtedness of the Company or
any Subsidiary or any Significant Joint Venture other than as a result of
fluctuations in foreign currency exchange rates or by reason of fees,
indemnities and compensation payable thereunder;

(h) Indebtedness of the Company or any of its Subsidiaries or any of
its Significant Join Ventures in an aggregate amount on the date of
incurrence, not in excess of 80 per cent of the average of the outstanding
accounts receivable balances of the Company, its Subsidiaries and
Significant Joint Ventures on a combined basis at each of the three
preceding quarterly balance sheet dates;

(i) Indebtedness of Hermes as to which the Company or any other
Subsidiary or any Significant Joint Venture is not directly or indirectly
liable by virtue of being the primary obligor on, guarantor of or otherwise
liable with respect to, such Indebtedness;
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(j) Indebtedness of the Company or any Subsidiary or any Significant
Joint Venture represented by letters of credit for the account of the
Company or such Subsidiary or such Significant Joint Venture, as the case
may be, in order to provide security for workers' compensation claims,
payment obligations in connection with self-insurance or similar
requirements in the ordinary course of business;

(k) Indebtedness and Acquired Indebtedness incurred by the Company or
any Subsidiary or Significant Joint Venture in order to finance the
construction, acquisition, installation or improvement of
Telecommunications Assets to be used in Europe and/or Asia (including
Russian and the CIS) by the Company, any Subsidiary or any Significant
Joint Venture;

(l)(i) Indebtedness of the Company the proceeds of which are used
solely to refinance (whether by amendment, renewal, extension or refunding)
Indebtedness of the Company or any Subsidiary or any Significant Joint
Venture and (ii) Indebtedness of any Subsidiary or Significant Joint
Venture, the proceeds of which are used solely to refinance (whether by
amendment, renewal, extension or refunding) Indebtedness of such Subsidiary
or such Significant Joint Venture, in each case other than the Indebtedness
incurred under the preceding clauses (c) through (g) and (i) through (k) of
this covenant; provided, however, that (x) the principal amount of
Indebtedness incurred pursuant to this clause (l) (or, if such Indebtedness
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof, the
original issue price of such Indebtedness) shall not exceed the sum of the
outstanding principal amount of Indebtedness so refinanced, plus the amount
of any premium required to be paid in connection with such refinancing
pursuant to the terms of such Indebtedness or the amount of any premium
reasonably determined by the Board of Directors of the Company as necessary
to accomplish such refinancing by means of a tender offer or privately
negotiated purchase, plus the amount of expenses in connection therewith,
(y) in the case of Indebtedness incurred by the Company pursuant to this
clause (J) to refinance Subordinated Indebtedness, such Indebtedness (A)
has no scheduled principal payment prior to the 91st day after the Maturity
of the Bonds, (B) has an Average Life to Stated Maturity greater than the
remaining Average Life to Stated Maturity of the Bonds, and (C) is
subordinated to the Bonds in the same manner and to the same extent that
the Subordinated Indebtedness being refinanced is subordinated to the Bonds
and (z) in the case of Indebtedness incurred by the Company pursuant to
this clause (l) to refinance Pari Passu Indebtedness, such Indebtedness (A)
has no scheduled principal payment prior to the 91st day after the Maturity
of the Bonds, (B) has an Average Life to Stated Maturity greater than the
remaining Average Life to Stated Maturity of the Bonds and (C) constitutes
Pari Passu Indebtedness or Subordinated Indebtedness.

(b) Limitation on Restricted Payments. The Company will not, and will not
permit any of its Subsidiaries to, and will to the fullest extent of the rights
available to it under the relevant contractual or organizational documents not
permit its Significant Joint Ventures to, directly or indirectly:

(i) declare or pay any dividend or make any other distribution or
payment on or in respect of Capital Stock of the Company or any Subsidiary
or any Significant Joint Venture or any payment to the direct or indirect
holders (in their capacities as such) of Capital Stock of the Company or
any Subsidiary or any Significant Joint Venture (other than (x) dividends
or distributions payable solely in Capital Stock of the Company, such
Subsidiary or such Significant joint Venture (other than, in each case,
Redeemable Capital Stock) or in options, warrants of other rights to
purchase Capital Stock of the Company (other than, in each case, Redeemable
Capital Stock), (y) the declaration or payment of dividends or other
distributions to the extent declared or paid to the Company or any
Subsidiary or any Significant Joint Venture and (z) the declaration or
payment of dividends or other distributions by any such entity to all
holders of equity or similar economic interests of such entity on a pro
rata basis).

(ii) purchase, redeem, defense or otherwise acquire or retire for
value any Capital Stock or other ownership interest of the Company or any
subsidiary or any Significant Joint Venture (other than any such Capital
Stock or other ownership interest owned by a Wholly-Owned Subsidiary),

(iii) make any principal payment on, or purchase, defease, repurchase,
redeem or otherwise acquire or retire for value, prior to any scheduled
maturity, scheduled repayment, scheduled sinking fund payment or other
Maturity, any Subordinated Indebtedness (other than any such Indebtedness
owned by the Company or a Wholly-Owned subsidiary), or

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(iv) make any Investment (other than any Permitted Investment) in any
person

(such payments or Investments described in the preceding clauses (i), (ii),
(iii) and (iv) are collectively referred to as "Restricted Payments") unless, at
the time of and after giving effect to the proposed Restricted Payment (the
amount of any such Restricted Payment, if other than cash, shall be the Fair
Market Value on the date of such Restricted Payment of the assets(s) proposed to
be transferred by the Company or the relevant entity described above, as the
case may be, pursuant to such Restricted Payment, (A) no Default or Event of
Default under the Indenture shall have occurred and be continuing, (B)
immediately prior to and after giving effect to such Restricted Payment, the
Company would be able to incur $1.00 of additional Indebtedness pursuant to the
first paragraph of the covenant described under "-- Limitation on Indebtedness"
above (assuming a market rate of interest with respect to such additional
Indebtedness) and (C) the aggregate amount of all Restricted Payments declared
or made from and after the Issue Date would not exceed the sum of (1) 50 per
cent of the aggregate Pro rata Combined Adjusted Net Income accrued on a
cumulative basis during the period beginning on the first day of the fiscal
quarter of the Company during which the Issue Date occurs and ending on the last
day of the fiscal quarter of the Company immediately preceding the date of such
proposed Restricted Payment, which period shall be treated as a single
accounting period (or, if such aggregate cumulative Pro rata Combined Adjusted
Net Income for such period shall be a deficit, minus 100 per cent of such
deficit) plus (2) the aggregate net cash proceeds received by the Company, a
Subsidiary or Significant Joint Venture either (x) as capital contributions
after the Issue Date from any person (other than a Subsidiary or Significant
Joint Venture) or (y) from the issuance or sale of Capital Stock (excluding
Redeemable Capital Stock, but including Capital Stock issued upon the conversion
of convertible Indebtedness or from the exercise of options, warrants or rights
to purchase Capital Stock (other than Redeemable Capital Stock) of such entity
to any person (other than to a Wholly-Owned Subsidiary) after the Issue Date
plus (3) in the case of the disposition or repayment of any Investment
constituting a Restricted Payment made after the Issue Date (excluding any
Investment described in clause (v) of the following paragraph), an amount equal
to the lesser of the return of capital with respect to such Investment and the
cost of such Investment, in either case, less the cost of the disposition of
such Investment. For purpose of the preceding clause (C)(2), the value of the
aggregate net proceeds received by the Company upon the issuance of Capital
Stock upon the conversion of convertible Indebtedness or upon the exercise of
options, warrants or rights will be the net cash proceeds received upon the
issuance of such Indebtedness, options, warrants or rights plus the incremental
cash amount received by the Company upon the conversion or exercise thereof.

None of the foregoing provisions will prohibit (i) the payment of any
dividend within 60 days after the date of its declaration, if at the date of
declaration such payment would be permitted by the foregoing paragraph; (ii) the
redemption, repurchase or other acquisition or retirement of any shares of any
shares of any class of Capital Stock of the Company or any Subsidiary in
exchange for, or out of the net cash proceeds of, a substantially concurrent (x)
capital contributions to the Company from any person (other than a Subsidiary or
Joint Venture) or (y) issue and sale of other shares of Capital Stock (other
than Redeemable Capital Stock) of the Company to any person (other than to a
Subsidiary or Joint Venture); provided however, that the amount of any such net
cash proceeds that are utilized for any such redemption, repurchase or other
acquisition or retirement shall be excluded from clause (C)(2)of preceding
paragraph; (iii) any redemption, repurchase or other acquisition or retirement
of Subordinated Indebtedness by exchange for, or out of the net cash proceeds
of, a substantially concurrent (x) capital contribution to the Company from any
person (other than Subsidiary or Joint Venture) or (y)(1) issue and sale of
Capital Stock (other than Redeemable Capital Stock) of the Company to any person
(other than to a Subsidiary or Joint Venture); provided however, that the amount
of any such net cash proceeds that are utilized for any such redemption,
repurchase or other acquisition or retirement shall be excluded from clause
(C)(2) of the proceeding paragraph or (2) Indebtedness of the Company issued to
any person (other than a Subsidiary or Joint Venture), so long as such
Indebtedness is Subordinated Indebtedness which (A) has no Subsidiary or Joint
Venture), so long as such Indebtedness which (A) has no Maturity earlier than
the 91st day after the Maturity of the Bonds, (B) has an Average Life to Stated
Maturity equal to or greater than the remaining Average Life to Stated Maturity
of the Bonds and (C) is subordinated to the Bonds in the same manner and at
least to the same extent as the Subordinated Indebtedness so purchased,
exchanged, redeemed, acquired or

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retired; (iv) so long as no Default or Event of Default shall have occurred and
be continuing, any redemption, repurchase or other acquisition of retirement of
Pari Passu Indebtedness by exchange for, or out of the net cash proceeds of, a
substantially concurrent (x) capital contribution to the Company from any person
(other than a subsidiary or Joint Venture) or (y)(1) issue and sale of Capital
Stock (other than Redeemable Capital Stock) of the Company to any person (other
than to a Subsidiary or Joint Venture); provided, however, that the amount of
any such net cash proceeds that are utilized for any such redemption, repurchase
or other acquisition or retirement is excluded from clause (C)(2) of the
preceding paragraph or (2) Indebtedness of the Company issued to any person
(other than a Subsidiary), so long as such Indebtedness is Subordinated
Indebtedness or Pari Passu Indebtedness which (A) has no Maturity earlier than
the 91st day after the Maturity of the Bonds and (B) has an Average Life to
Stated maturity equal to or greater than the remaining Average Life to Stated
Maturity of the Bonds; (v) Investments constituting Restricted Payments made as
a result of the receipt of non-cash consideration from any Asset Sale made
pursuant to and in compliance with the covenant described under " -- Disposition
of Proceeds of Asset Sales" below; (vi) payments or other actions described in
clauses (i) through (iv) in the next preceding paragraph above that would
otherwise be Restricted Payments in an aggregate amount not to exceed U.S. $10
million (or the foreign currency equivalent thereof); and (vii) so long as no
Default or Event of Default has occurred and is continuing, repurchases by the
Company of Common Stock of the Company from employees of the Company or any of
its Subsidiaries or their authorized representatives upon the death, disability
or termination of employment of such employees, in an aggregate amount not
exceeding U.S. $10 million (or the foreign currency equivalent thereof) in any
calendar year. In computing the amount of Restricted Payments previously made
for purposes of clause (C) of the preceding paragraph, Restricted Payments made
under the preceding clauses (vi), and (vii) shall be included and clauses (i),
(ii), (iii), (iv) and (v) shall not be so included.

(c) Change of Control. Upon the occurrence of a Change of Control, the
Company shall be obligated to make an offer to purchase (a "Change of Control
Offer") all of the outstanding Bonds at a purchase price (the 'Change of Control
Purchase Price') equal to 106.5 per cent, (if the date of such purchase occurs
on or before June 30, 1998), 113.5 per cent , (if the date of such purchase
occurs after June 30, 1998 but on or before June 30, 1999) or 121.0 per cent,
(if the date of such purchase occurs after June 30, 1999), as applicable, of the
principal amount thereof plus accrued and unpaid interest, if any, to the
purchase date which shall be no earlier than 60 days and no later than 90 days
from the date the notice of the Change of Control Offer is distributed to the
Bondholders and the Trustee (the "Change of Control Purchase Date"). The Company
shall be required to purchase all Bonds properly tendered (or the portions
thereof equal to U.S. $10,000 or increments of U.S.$1,000 in excess thereof that
are so tendered by a Bondholder in the case of a partial tender) in the Change
of Control Offer and not withdrawn on the Change of Control Purchase Date. The
Change of Control Offer is required to remain open for at least 20 Business Days
and until the close of business on the second Business Day preceding the Change
of Control Purchase Date.

In order to effect such Change of Control Offer, the Company shall, not
later than the 30th day after the occurrence of the Change of Control, give to
each holder of Bonds notice of the Change of Control Offer, which notice shall
govern the terms of the change of Control Offer and shall state, among other
things, the procedures that holders of Bonds must follow to accept the Change of
Control Offer.

The occurrence of the events constituting a Change of Control under the
Indenture may be prohibited by the terms of or result in an event of default
under or require the consents of holders of Senior Indebtedness of the Company.
The Company's obligations under its Senior Indebtedness represent obligations
senior in right of payment to the Bonds. Consequently, the subordination
provisions of the Indenture will have the effect of precluding the purchase of
the Bonds by the Company in the event of a Change of Control, absent any
required consent of the lenders under Senior Indebtedness or repayment of all
amounts outstanding thereunder or the waiver of any event of default caused
thereunder by such Change of Control (although the failure by the Company to
comply with its obligations in the event of a Change of Control will constitute
a Default under the Bonds). There can be no assurance that the Company will have
adequate resources to repay or refinance all Indebtedness owing under the Senior
Indebtedness or to fund the purchase of the Bonds upon a Change of Control.

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The Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements
applicable to a Change of Control Offer made by the Company and purchases all
Bonds validly tendered and not withdrawn under such Change of Control Offer.

The Company will comply with Rule 14c-1 under the Exchange Act and any
other securities laws and regulations there under to the extent such laws and
regulations are applicable, in the event that a Change of Control occurs and the
Company is required to purchase Bonds as described above.

(d) Disposition of Proceeds of Asset Sales. The Company will not, and will
not permit any of its Subsidiaries to, and will to the fullest extent of the
rights available to it under the relevant contractual organizational documents
not permit its Significant Joint Ventures to, make any Asset Sale unless (a) the
Company or such entity, as the case may be, receives consideration at the time
of such Asset Sale at least equal to the Fair Market Value of the shares or
assets sold or otherwise disposed of and (b) at least 75 per cent of such
consideration consists of cash or Cash Equivalents or the assumption of
Indebtedness of the Company or such Subsidiary or such Significant Joint Venture
or other obligations relating to such assets and release from all liability on
the Indebtedness or other obligations assumed, or such consideration consists of
(x) property or assets that will be owned by the Company, or a Subsidiary or a
Significant Joint Venture and are to be used in a telecommunications business or
in related activities or services that thereafter will be conducted by the
Company or such Subsidiary or such Significant Joint Venture or (y) Capital
Stock or other securities issued by a party to the transaction or an Affiliate
thereof, which Capital Stock or other securities are freely tradeable and which
are sold for cash within 90 days of the consummation of the Asset Sale in
connection with which they were acquired. To the extent the Net Cash Proceeds of
any Asset Sale are not required to be applied to repay, and permanently reduce
the commitments under, Senior Indebtedness or Indebtedness of a Subsidiary or
Indebtedness of a Significant Joint Venture or are not so applied, the Company
or such entity, as the case may be, within 360 days of such Asset Sale, will
apply such Net Cash Proceeds to an investment in properties and assets that
replace the properties and assets that were the subject of such Asset Sale or in
properties and assets that will be used in the business of the Company and such
entities existing on the Issue Date or in businesses reasonably related thereto
("Replacement Assets"). Any Net Cash Proceeds from any Asset Sale that are
neither used to repay, and permanently reduce the commitments under Senior
Indebtedness or Indebtedness of a Subsidiary or Indebtedness of a Significant
Joint Venture, nor invested in Replacement Assets within the 360-day period
described above constitute "Excess Proceeds" subject to disposition as provided
below.

When the aggregate amount of Excess Proceeds equals or exceeds U.S. $10
million, the Company shall make an offer to purchase (an "Asset Sale Offer"),
from all holders of the Bonds, on a date not more than 40 Business Days
thereafter, an aggregate principal amount of Bonds equal to such Excess
Proceeds, at a price in cash equal to 100 per cent. of the outstanding principal
amount thereof plus accrued and unpaid interest, if any, to the purchase date.
To the extent that the aggregate principal amount of Bonds tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company may use such
excess for general corporate purposes. If the aggregate principal amount of
Bonds validly tendered and not withdrawn by holders thereof is greater than the
Excess Proceeds, Bonds to be purchased will be selected on a pro rata basis.
Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset to zero.

The making of any Asset Sale Offer under the Indenture may be prohibited by
the terms of or results in an event of default under or require the consents of
holders of Senior Indebtedness of the Company. The Company's obligations under
its Senior Indebtedness represent obligations senior in right of payment to the
Bonds. Consequently, the purchase of the Bonds by the Company pursuant to an
Asset Sale Offer will be precluded, absent any required consent of the lenders
under Senior Indebtedness or repayment of all amounts outstanding thereunder.
There can be no assurance that the Company will have adequate resources to repay
or refinance all Indebtedness owing under the Senior Indebtedness or to fund the
purchase of the Bonds pursuant to an Asset Sale Offer.

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The Company will comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that an Asset Sale occurs and the
Company is required to purchase Bonds as described above.

(e) Limitation on Transactions with Interested Persons. The Company will
not, and will not permit any of its Subsidiaries to, and will to the fullest
extent of the rights available to it under the relevant contractual or
organizational documents not permit its Significant Joint Ventures to, directly
or indirectly, enter into or suffer to exist any transaction or series of
related transactions (including, without limitation, the sale, transfer,
disposition, purchase, exchange or lease of assets, property or services) with,
or for the benefit of, any Affiliate of the Company, any Subsidiary or
Significant Joint Venture or any beneficial owner (determined in accordance with
the Indenture) of 5 per cent. or more of the Capital Stock or other ownership
interest of any of the foregoing entities at any time outstanding (each of the
foregoing being "Interested Persons"), unless (a) such transaction or series of
related transactions is on terms that are no less favorable to the Company or
such Subsidiary or Significant Joint Venture, as the case may be, than those
which could have been obtained in a comparable transaction at such time from
persons who are not Affiliates of the Company or Interested Persons, (b) with
respect to a transaction or series of transactions involving aggregate payments
or value equal to or greater than U.S. $20,000,000 (or the foreign currency
equivalent thereof), the Company has obtained a written opinion from an
Independent Financial Advisor stating that the terms of such transaction or
series of transactions are fair to the Company or such Subsidiary or such
Significant Joint Venture, as the case may be, from a financial point of view
and (c) with respect to a transaction or series of transactions involving
aggregate payments of equal value to or greater than U.S. $10,000,000 (or the
foreign currency equivalent thereof), the Company shall have delivered an
officer's certificate to the Trustee certifying that such transaction or series
of transactions complies with the preceding clause (a) and, if applicable,
certifying that the opinion referred to in the preceding clause (b) has been
delivered and that such transaction or series of transactions has been approved
by a majority of the disinterested members of the Board of Directors of the
Company; provided, however, that this covenant will not restrict the Company
from (i) paying dividends in respect of its Capital Stock permitted under the
covenant described under "-- Limitation on Restricted Payments" above, (ii)
paying reasonable and customary fees to directors of the Company who are not
employees of the Company, (iii) making loans or advances to officers or
employees of the Company and its Subsidiaries or Significant Joint Ventures
(including travel and moving expenses) in the ordinary course of business for
bona fide business purposes of the Company or such Subsidiary or Significant
Joint Venture not in excess of U.S. $5,000,000 (or the foreign currency
equivalent thereof), in the aggregate at any one time outstanding, (iv) engaging
in any transaction involving the provision of telecommunications services or
related activities between or among the Company, any Subsidiary or any
Significant Joint Venture and, provided that such transaction is in the ordinary
course of business and consistent with commercially reasonable practice, any
Joint Venture of the Company that is not a Significant Joint Venture or between
any of them or (v) any agreement as in effect as of the Issue Date or any
amendment thereto or any transaction contemplated thereby, as listed in a
schedule to the Indenture (including pursuant to any amendment thereto so long
as any such amendment in the judgment of the Board of Directors voting to
approve the amendment does not have a material adverse effect on the
Bondholders).

(f) Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries and Significant Joint Ventures. The Company will not, and will not
permit any of its Subsidiaries to, and will to the fullest extent of the rights
available to it under the relevant contractual or organizational documents not
permit its Significant Joint Ventures to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any such Subsidiary or Significant Joint Venture
to (a) pay dividends, in cash or otherwise, or make any other distributions on
or in respect of its Capital Stock or any other interest or participation in, or
measured by, its profits to the Company or any Subsidiary or any Significant
Joint Venture, (b) pay any Indebtedness owed to the Company or any other
Subsidiary or Significant Joint Venture, (c) make loans or advances to, or any
investment in, the Company or any other Subsidiary Joint Venture, (d) transfer
any of its properties or assets to the Company or any other Subsidiary or
Significant Joint Venture or (e) guarantee any Indebtedness of the Company or
any Subsidiary or Significant Joint Venture, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) customary
non-assignment provisions of any contract or any lease governing a
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leasehold interest of the Company or any Subsidiary or Significant Joint
Venture, (iii) customary restrictions on transfers of property subject to a Lien
permitted under the Indenture which could not materially adversely affect the
Company's ability to satisfy its obligations under the Indenture and the Bonds,
(iv) any agreement or other instrument of a person acquired by the Company or
any Subsidiary or Significant Joint Venture (or a Subsidiary of such person) in
existence at the time of such acquisition (but not created in contemplation
thereof), which encumbrance or restriction is not applicable to any person, or
the properties or assets of any person, other than the person, or the properties
or assets of the person, so acquired, (v) provisions contained in agreements or
instruments relating to Indebtedness which prohibit the transfer of all or
substantially all of the assets of the obligor thereunder unless the transferee
shall assume the obligations of the obligor under such agreement or instrument,
(vi) encumbrances and restrictions under Indebtedness in effect on the Issue
Date and encumbrances and restrictions in permitted refinancings or replacements
thereof which are no less favorable to the holders of the Bonds than those
contained in the Indebtedness so refinanced or replaced, (vii) any agreement in
existence at the Issue Date, (viii) encumbrances and restrictions in connection
with Subsidiaries acquired after the Issue Date and Significant Joint Ventures
entered into after the Issue Date, including with respect to any financing
thereof, that are no more adverse to the Company than those referred to in (vii)
above), (ix) in the case of clause (d) of this covenant above, arising or agreed
to in the ordinary course of business, not relating to any Indebtedness and that
do not individually, or together with all such encumbrances or restrictions,
detract from the value of the property or assets of the Company or any
Subsidiary or any Significant Joint Venture in any manner material to the
Company or any Subsidiary or any Significant Joint Venture, (x) contained in the
terms of any Indebtedness incurred by Hermes or any agreement pursuant to which
such Indebtedness was issued if the encumbrance or restriction is not materially
more disadvantageous to the Bondholders than is customary in comparable
financings (as determined by the Company) and the Company determines that any
such encumbrance or restriction will not materially affect the Company's ability
to make principal payments on the Bonds, (xi) contained in any stockholders or
similar agreement, so long as such encumbrance or restriction is not more
disadvantageous to the Bondholders than the encumbrances and restrictions
contained in comparable agreements entered into the past by the Company, any of
its Subsidiaries or Significant Joint Ventures, or (xii) contained in any
agreement entered into after the Issue Date, so long as such encumbrance or
restriction is not materially more disadvantageous to the Bondholders than the
encumbrances and restrictions contained in agreements in existence on the Issue
Date.

(g) Limitation on Sale-Leaseback Transactions. The Company will not, and
will not permit any of its Subsidiaries to, and will to the fullest extent of
the rights available to it under the relevant contractual or organizational
documents not permit its Significant Joint Ventures to, enter into any
Sale-Leaseback Transaction with respect to any property of the Company or any of
its Subsidiaries or Significant Joint Ventures other than a Sale-Leaseback
Transaction between the Company, a Subsidiary or Significant Joint Venture or
between any of them. Notwithstanding the foregoing, the Company and its
Subsidiaries or Significant Joint Ventures may enter into Sale-Leaseback
Transactions involving Telecommunications Assets; provided that (i) the Company,
or such Subsidiary or Significant Joint Venture, as the case may be, would be
entitled to create or incur a Lien to secure Indebtedness pursuant to the
provisions of the "Negative Pledge" covenant equal in amount to the Attributable
Value of the Sale-Leaseback Transaction without equally and ratably securing the
Bonds and (ii) the Sale-Leaseback Transaction is treated as an Asset Sale and
the provisions of the "Disposition of Proceeds of Asset Sales" covenant are
satisfied with respect to such Sale-Leaseback Transaction.

(h) Limitation on Guarantees by Subsidiaries. The Company will not permit
any Subsidiary to, and will to the fullest extent of the rights available to it
under the relevant contractual and organizational documents not permit its
Significant Joint Ventures to, directly or indirectly, assume, guarantee or in
any other manner become liable with respect to any Indebtedness of the Company
which is Subordinated Indebtedness or Pari Passu Indebtedness unless such
Subsidiary or Significant Joint Venture, as the case may be, simultaneously
executes and delivers a supplemental indenture to the Indenture, pursuant to
provisions in form and substance satisfactory to the Trustee, providing for a
guarantee of payment of the Bonds by such subsidiary or Significant Joint
Venture and (A) if any such assumption, guarantee or other liability is
subordinated, the guarantee under such supplemental indenture shall be
subordinated to the same extent as the Bonds are subordinated to Senior
Indebtedness of the Company under the Indenture and (B) any such assumption,
guarantee or other
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liability of such Subsidiary or Significant Joint Venture with respect to
Subordinated Indebtedness shall be subordinated to such Subsidiary's or
Significant Joint Venture's, as applicable assumption, guarantee or other
liability with respect to the Bonds to the same extent as such Subordinated
Indebtedness is subordinated or junior to the Bonds under the Indenture.

(i) Merger, Sale of Assets, Etc. The Company will not, in any transaction
or series of transactions, merge or consolidate with or into, or sell, assign,
convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets as an entirety to, any person or persons, and the Company
will not permit any of its Subsidiaries to, and will to the fullest extent of
the rights available to it under the relevant contractual or organizational
documents not permit its Significant Joint Ventures to, enter into any such
transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the
respective properties and assets of the Company and its Subsidiaries and
Significant Joint Ventures on a combined basis, to any other person or persons,
unless at the time of and after giving effect thereto (a) either (i) if the
transaction or series of transactions is a merger or consolidation, the Company
shall be the surviving person of such merger or consolidation, or (ii) the
person formed by such consolidation or into which the Company or such Subsidiary
or Significant Joint Venture is merged or to which the properties and assets of
the Company and its Subsidiaries and Significant Joint Ventures are transferred
(any such surviving person or transferee person being the "surviving Entity")
shall be a corporation organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia or the United
Kingdom, the Federal Republic of Germany, France or Italy and shall expressly
assume by a supplemental indenture executed and delivered to the Trustee, in
form reasonably satisfactory to the Trustee, all the obligations of the Company
under the Bonds and the Indenture, and in each case, the Indenture shall remain
in full force and effect; (b) immediately before and immediately after giving
effect to such transaction or series of transactions on a pro forma basis
(including, without limitation, any Indebtedness incurred or anticipated to be
incurred in connection with or in respect of such transaction or series of
transactions), no Default or Event of Default shall have occurred and be
continuing and the Company or the Surviving Entity, as the case may be, after
giving effect to such transaction or series of transactions on a pro forma basis
(including, without limitation, any Indebtedness incurred or anticipated to be
incurred in connection with or in respect of such transaction or series of
transactions), could incur $1.00 of additional Indebtedness pursuant to the
first paragraph of the covenant described under "-- Limitation on Indebtedness"
above (assuming a market rate of interest with respect to such additional
Indebtedness); (c) immediately after giving effect to such transaction or series
of transactions on a pro forma basis (including, without limitation, any
Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction or series of transactions), the Consolidated Net
Worth of the Company or the Surviving Entity, as the case may be, is at least
equal to the Consolidated Net Worth of the Company immediately before such
transaction or series of transactions; (d) such consolidation, merger,
conveyance, transfer, lease or other disposition does not adversely affect the
validity or enforceability of the Bonds; and (e) if the Surviving Entity is
organized in a jurisdiction other than the United States of America, any state
thereof or the District of Columbia, such entity appoints CT Corporation System,
New York, New York, as its agent for service of process in any suit, action or
proceeding with respect to the Indenture or the bonds issued thereunder and for
actions brought under federal or state securities laws brought in any federal or
state court located in the Borough of Manhattan in The City of New York and
submits to such jurisdiction, waives forum non conveniens, waives or is not
subject to immunity from suit and any judgments brought against such entity in
respect of the Indenture and the Bonds may be recognized and enforced in such
jurisdiction of its organization.

In connection with any consolidation, merger, transfer, lease, assignment
or other disposition contemplated hereby, the Company shall deliver, or cause to
be delivered, to the Trustee, in form and substance reasonably satisfactory to
the Trustee, an officer's certificate and an opinion of counsel, each stating
that such consolidation, merger, transfer, lease, assignment or other
disposition and the supplemental indenture in respect thereof comply with the
foregoing requirements; provided, however, that solely for purposes of computing
amounts described in subclause (C) of the covenant described under
"-- Limitation on Restricted Payments" above, any such successor person shall
only be deemed to have succeeded to and be substituted for

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the Company with respect to periods subsequent to the effective time of such
merger, consolidation or transfer of assets.

Upon any consolidation or merger or any transfer of all or substantially
all of the assets of the Company in accordance with the foregoing, in which the
Company is not the continuing corporation, the successor corporation formed by
such a consolidation or into which the Company is merged or to which such
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under the Indenture with the same effect
as if such successor corporation had been named as the Company therein.

(j) Limitation on Other Subordinated Indebtedness. The Company will not
create, incur, assume, guarantee or in any other manner become liable with
respect to any Indebtedness that is subordinate in right of payment to any
Senior Indebtedness unless such Indebtedness is also pari passu with, or
subordinate in right of payment to, the Bonds. A Complying Public Equity
Offering occurred on February 10, 1998.

REGISTRATION RIGHTS

The Company has filed a Registration Statement, of which this Prospectus
forms a part (the "Registration Statement") pursuant to the terms of a
registration rights agreement with the Trustee, amongst others, for the benefit
of the holders of the Bonds (the "Registration Rights Agreement"). Under the
Registration Rights Agreement, the Company, at its expense, agreed to cause a
shelf registration statement covering the issuance, or issuance and resale as
the case may be, and resale of a sufficient number of shares of Common Stock
that may be issuable upon conversion of the Bonds to be declared effective under
the Securities Act prior to the first date on which any of such shares of Common
Stock may be issued upon such conversion. The Company agreed to use its best
efforts to maintain the effectiveness of such shelf registration statement until
the earliest of (i) the expiration of the time period referred to in Rule 144(k)
under the Securities Act with respect to all beneficial holders of shares of
Common Stock that are not affiliates of the Company within the meaning of the
Securities Act, and (ii) such time as all the shares of Common Stock covered by
such registration statement have been sold pursuant to such registration
statement. The Company will provide to each Bondholder, each holder of shares of
Common Stock into which Bonds are converted, and the Paying Agent, Conversion
Agent and Transfer Agent in Luxembourg copies of the prospectus that is part of
such registration statement, notify such holders of the effectiveness of such
registration statement and take all other action required to permit unrestricted
resales of such shares of Common Stock. A holder who sells the shares of Common
Stock pursuant to the shelf registration statement generally will be required to
be named as a selling stockholder in the related prospectus and to deliver a
prospectus to purchasers and will be bound by the provisions of the Registration
Rights Agreement which are applicable to such holder (including certain
indemnification provisions).

Each holder must notify the Company not later than three Business Days
prior to any proposed sale by such holder of shares of Common Stock pursuant to
the shelf registration statement, which notice shall be effective for five
Business Days. The Company may, upon written notice to such holder, suspend such
holder's use of the prospectus (which is part of the shelf registration
statement) for up to two periods not to exceed 45 consecutive days but not more
than 60 days in any 365-day period if the Company in its reasonable judgment
believes it may possess material non-public information the disclosure of which
would have an adverse effect on the Company or any of its Subsidiaries or any
Significant Joint Venture. Each holder, by its acceptance of a Bond, agrees to
hold any communication by the Company in response to a notice of a proposed sale
under the shelf registration statement in confidence.

If the Registration Statement of which this Prospectus is a part does not
remain effective with the Commission as required by the Registration Rights
Agreement (a "Registration Default"), additional interest ("Liquidated Damages")
will accrue on the Bonds from and including the day following such Registration
Default to but excluding the day on which such Registration Default has been
cured. Liquidated Damages will be paid semi-annually in arrears, with the first
semi-annual payment due on the first Interest Payment Date, as applicable,
following the date on which such Liquidated Damages begin to accrue and will
accrue at a rate per annum of one quarter of one per cent (.25%) of the
principal amount, to and including the 90th day following such Registration
Default and at a rate per annum of one half of one cent (.5%) thereof from and
after the

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91st day following such Registration Default. In no event will Liquidated
Damages accrue at a rate per annum exceeding one half of one per cent (.5%).

The specific provisions relating to the registrations described above will
be contained in the Registration Rights Agreement which is filed as an exhibit
hereto.

RESERVATION OF SHARES OF COMMON STOCK

The Company shall at all times reserve and keep available out of its
authorized common stock, solely for the purpose of issuance or delivery upon
conversion of the Bonds, the number of shares of Common Stock that it reasonably
believes will be required to be delivered in connection with such conversion
pursuant to the terms of the Indenture.

GOVERNING LAW

The Indenture and the Bonds will be governed by the laws of the State of
New York.

CERTAIN DEFINITIONS

"Acquired Indebtedness" means, with respect to any specified person, (i)
Indebtedness of any other person at the time such other person merged with or
into or became a Subsidiary or Significant Joint Venture of any specified
person, and (ii) Indebtedness encumbering any asset acquired by any specified
person.

"Affiliate" means, with respect to any specified person, any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person.

"Asset Sale" means any sale, issuance, conveyance, transfer, lease or other
disposition to any person other than the Company or a Wholly-Owned Subsidiary of
the Company, in one or a series of related transactions, of (a) any Capital
Stock of any Subsidiary or Significant Joint Venture (other than in respect of
director's qualifying shares or investments by foreign nationals mandated by
applicable law); (b) all or substantially all of the properties and assets of
any division or line of business of the Company or any Subsidiary or Significant
Joint Venture; or (c) any other properties or assets of the Company or any
Subsidiary or Significant Joint Venture other than in the ordinary course of
business. For the purposes of this definition, the term "Asset Sale" shall not
include (i) any sale, transfer or other disposition of equipment, tools or other
assets (including Capital Stock or other equity of any Subsidiary or Significant
Joint Venture) by the Company or any of its Subsidiaries or Significant Joint
Ventures in one or a series of related transactions in respect of which the
Company or such Subsidiary or Significant Joint Venture receives cash or
property with an aggregate Fair Market Value of U.S.$10,000,000 (or the foreign
currency equivalent thereof) or less; (ii) any sale, issuance, conveyance,
transfer, lease or other disposition of properties or assets that is governed by
the provisions described under "-- Merger, Sale of Assets, Etc." above and (iii)
any direct or indirect sale, transfer or other disposition of shares of Capital
Stock of Hermes so long as after such sale, transfer or other disposition the
Company owns or controls at least 51 per cent. of the Voting Stock of Hermes.

"Average Life to Stated Maturity" means, with respect to any Indebtedness,
as at any date of determination, the quotient obtained by dividing (i) the sum
of the products of (a) the number of years (or any fraction thereof) from such
date to the date or dates of each successive scheduled principal payment
(including, without limitation, any sinking fund requirements) of such
Indebtedness multiplied by (b) the amount of each such principal payment by (ii)
the sum of all such principal payments.

"Capital Research Notes" means the aggregate $30 million of notes issued
pursuant to (i) the Senior Note Purchase Agreement, dated as of February 2,
1996, as amended, between GTS and Emerging Markets Growth Fund, Inc. and (ii)
the Senior Note Purchase Agreement, dated as of February 2, 1996, as amended,
between GTS and Capital International Emerging Markets Funds.

"Capital Stock" means, with respect to any person, any and all shares,
interests, participations, rights in or other equivalents (however designated)
of such person's capital stock, and any rights (other than debt

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securities convertible into capital stock), warrants or options exchangeable for
or convertible into such capital stock.

"Capitalized Lease Obligation" means any obligation under a lease of (or
other agreement conveying the right to use) any property (whether real, personal
or mixed) that is required to be classified and accounted for as a capital lease
obligation under GAAP, and the amount of such obligation at any date shall be
the capitalized amount thereof at such date, determined in accordance with GAAP.

"Cash Equivalents" means, at any time, (a) any evidence of Indebtedness
with a maturity of 180 days or less issued or directly and fully guaranteed or
insured by the United States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States of America is
pledged in support thereof); (b) certificates of deposit or acceptances with a
maturity of 180 days or less of any financial institution that is a member of
the Federal Reserve System having combined capital and surplus and undivided
profits of not less than U.S.$500,000,000 (or the foreign currency equivalent
thereof); (c) certificates of deposit with a maturity of 180 days or less of any
financial institution that is not organized under the laws of the United States,
any state thereof or the District of Columbia that are rated at least A-1 by S&P
or at least P-1 by Moody's or at least an equivalent rating category of another
nationally recognized securities rating agency; and (d) repurchase agreements
and reverse repurchase agreements relating to marketable direct obligations
issued or unconditionally guaranteed by the government of the United States of
America or issued by any agency thereof and backed by the full faith and credit
of the United States of America, in each case maturing within 180 days from the
date of acquisition; provided that the terms of such agreements comply with the
guidelines set forth in the Federal Financial Agreements of Depository
Institutions With Securities Dealers and Others, as adopted by the Comptroller
of the Currency on October 31, 1985.

"Change of Control" means the occurrence of any of the following events:
(a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act), other than the Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time, upon the happening of
an event or otherwise), directly or indirectly, of more than 40 per cent of the
total Voting Stock of the Company (50.1 per cent, in the case of a Strategic
Investor); (b) the Company consolidates with, or merges with or into, another
person or sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of its assets to any person, or any person consolidates
with, or merges with or into, the Company, in any such event pursuant to a
transaction in which the outstanding Voting Stock of the Company is converted
into or exchanged for cash, securities or other property, other than any such
transaction where (i) the outstanding Voting Stock of the Company is converted
into or exchanged for (1) Voting Stock (other than Redeemable Capital Stock) of
the surviving or transferee corporation or (2) cash, securities and other
property in an amount which could then be paid by the Company as a Restricted
Payment under the Indenture, or a combination thereof, and (ii) immediately
after such transaction no "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), excluding Permitted Holders is
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time, upon the happening of
an event or otherwise), directly or indirectly, of more than 50 per cent of the
total Voting Stock of the surviving or transferee corporation; (c) at any time
during any consecutive two-year period, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of 66 2/3 per
cent of the directors than still in office who were either directors at the
beginning of such period of whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office; or (d) the Company is
liquidated or dissolved or adopts a plan of liquidation.

"Chatterjee Notes" means the aggregate $40 million of notes issued pursuant
to (a) the Senior Note Purchase Agreement, dated as of January 19, 1996, as
amended, among GTS, The Open Society Institute and
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Chatterjee Fund Managements, L.P. and (b) the Senior Note Purchase Agreement,
dated as of June 6, 1996, as amended, among the Company, The Open Society
Institute, Winston Partners II LDC and Winston Partners II LLC.

"Closing Price" means the closing price of the shares of Common Stock on a
Qualifying Stock Exchange or if the shares of Common Stock are listed on more
than one such exchange the average of such closing prices on all such exchanges.

"Common Stock" means, with respect to any person, any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of, such person's common stock, whether
outstanding at the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.

"Complying Public Equity Conditions" means all of the following: (a) the
Company has made public sales of shares of Common Stock with a cumulative public
offering price of at least U.S.$100,000,000 to an aggregate of not less than 50
purchasers; (b) the shares of Common Stock have been listed or shall be listed
in connection with the offering on either the New York Stock Exchange, the
London Stock Exchange, the American Stock Exchange or the Nasdaq National
Market; and (c) the Company shall have registered additional shares of Common
Stock from Private Equity Offerings with a market value of at least
U.S.$100,000,000 calculated using the offering price in the Complying Public
Equity Offering.

"Complying Public Equity Offering" means a public offering of shares of
Common Stock where, immediately following completion thereof, (a) the Complying
Public Equity Conditions have been met and (b) the aggregate number of shares of
Common Stock sold thereby, together with any shares of Common Stock sold in any
prior public offerings plus the number of shares of Common Stock into which the
Bonds may be converted (calculated as if such conversion were to be effected at
the time of such public offering) does not exceed 50 per cent of the total
shares of Common Stock outstanding on a fully diluted basis.

"Consolidated Net Worth" means, with respect to any person at any date, the
consolidated stockholders' equity of such person less the amount of such
stockholders' equity attributable to Redeemable Capital Stock of such person and
its subsidiaries, as determined in accordance with GAAP.

"Conversion Agent" means the office or agency (which shall be located in
the Borough of Manhattan, the City of New York, State of New York) where Bonds
may be presented for conversion.

"Conversion Date" means the earliest date possible after the listings of
the shares of Common Stock on the New York Stock Exchange, the American Stock
Exchange or the Nasdaq National Market that the Company may deliver shares of
Common Stock to converting Bondholders.

"Covenant Defeasance" means the 123rd day after (i) the Company has
irrevocably deposited with the Trustee, in trust, for the benefit of the
Bondholders, cash in U.S. dollars, non-callable U.S. Government Obligations, or
a combination thereof, in such amounts as will be sufficient, in the opinions of
a nationally recognized firm of independent public accountants selected by the
Company, to pay the principal of and premium, if any, on the outstanding Bonds
at their Maturity or on the applicable optional redemption date, as the case may
be, of such principal or installment of principal of, or premium, if any, on the
outstanding Bonds; (ii) the Company must have delivered to the Trustee an
opinion of counsel in the United States reasonably acceptable to the Trustee
confirming that the holders of the outstanding Bonds will not recognize income,
gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; (iii) no Default or Event of Default shall have
occurred and be continuing on the date of such deposit or insofar as Events of
Default from bankruptcy or insolvency events are concerned, at any time in the
period ending on the 91st day after the date of deposit; (iv) such Covenant
Defeasance will not result in a breach or violation of, or constitute a default
under any material agreement or instrument (other than the Indenture) to which
the Company or any of its Subsidiaries or Significant Joint Ventures is a party
or by which the Company or any of its Subsidiaries or Significant Joint Ventures
is bound; (v) the Company must have delivered to the Trustee an opinion of
counsel to the effect that after the 123rd day (or such other applicable date)
following the deposit of the instruments referred to in (i), the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws
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affecting creditors' rights generally and the creation of the defeasance trust
does not violate the Investment Company Act of 1940, as amended; (vi) the
Company must have delivered to the Trustee an Officers' Certificate of the
Company stating that the deposit was not made by the Company with the intent of
preferring the Bondholders over the other creditors of the Company with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or others; and (vii) the Company must have delivered to the Trustee an Officers'
Certificate of the Company and an opinion of counsel in the United States
acceptable to the Trustee, each stating that all conditions precedent provided
for relating to the Covenant Defeasance have been complied with.

"Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Subsidiary or any Significant Joint Venture against fluctuations
in currency values.

"Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

"Designated Senior Indebtedness" means Senior Indebtedness permitted under
the Indenture, the principal amount of which is $30 million (or the foreign
currency equivalent) or more and has been designated by the Company as
Designated Senior Indebtedness (which includes the Chatterjee Notes and the
Capital Research Notes).

"Eligible Joint Venture" means a Joint Venture (other than a Subsidiary)
(a) that is formed with respect to the construction, development, acquisition,
servicing, ownership, improvement, operation or management of a
telecommunications business, (b) in which the Company, directly or indirectly,
owns at least 25 per cent. of the Capital Stock or other ownership interest
therein and (c) in respect of which the Company, directly or indirectly, either
(i) controls, by voting power, membership on the board of directors or
management committee or other similar governing body, or through the provisions
of any applicable partnership, joint venture, shareholder or other similar
agreement or under an operating, maintenance or management agreement or
otherwise, the management and operation of the Joint Venture and any
telecommunications project of such Joint Venture or (ii) otherwise has the right
to control or veto material acts and decisions with respect to the management or
operation of the Joint Venture that, taken as a whole, are substantially similar
to the rights of the Company with respect to the Existing Joint ventures as of
the Issue Date.

"Event of Default" has the meaning set forth under "Events of Default"
herein.

"Existing Joint Venture" means each of the PrymTelefon, Bancomsvyaz,
TeleCommunications of Moscow, Hermes Europe Railtel B.V., LvNet-Telport, GTS
Monaco Access S.A.M., Sovam Teleport Kiev Division L.L.C., EDN Sovintel, all the
entities in which SFMT-Rusnet, Inc. currently has an interest, all the entities
in which Vostok Mobile b.v. currently has an interest and their respective
successors.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" means, with respect to any asset, the price, as
determined by the Board of Directors of the Company, acting in good faith, which
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of which is under pressure
or compulsion to complete the transaction; provided, however, that, with respect
to any transaction or related series of transactions which involved an asset or
assets in excess of U.S.$10,000,000 (or the foreign currency equivalent
thereof), in the aggregate, such determination shall be evidenced by a
resolution of the majority of disinterested members of the Board of Directors of
the Company delivered to the Trustee.

"Fixed Charge Coverage Ratio" of the Company means, for any period, the
ratio of (a) the sum of Pro rata Combined Adjusted Net Income, Pro rata Combined
Interest Expense, Pro rata Combined Income Tax Expense and Pro rata Combined
Non-cash Charges deducted in computing Pro rata Combined Adjusted Net Income, in
each case, for such period to (b) Pro rata Combined Interest Expense for such
period.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other

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entity as may be approved by a significant segment of the accounting profession
of the United States of America, which are applicable from time to time and are
consistently applied.

"Indebtedness" means, with respect to any person, without duplication, (a)
all liabilities of such person for borrowed money or for the deferred purchase
price of property or services, excluding any (i) trade account payables arising
in the ordinary course of business and (ii) other accrued current liabilities
incurred in the ordinary course of business, including, without limitation, all
obligations, contingent or otherwise, of such person in connection with any
letters of credit, banker's acceptance or other similar credit transaction; (b)
all obligations of such person evidenced by bonds, debentures or other similar
instruments; (c) all indebtedness created or arising under any conditional sale
or other title retention agreement with respect to property acquired by such
person (even if the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), but excluding trade accounts payable arising in the ordinary course
of business; (d) all Capitalized Lease Obligations of such person; (e) all
Indebtedness referred to in the preceding clauses of other persons and all
dividends of other persons, the payment of which is secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien upon property (including, without limitation, accounts
and contract rights) owned by such person, event though such person has not
assumed or become liable for the payment of such Indebtedness (the amount of
such obligation being deemed to be the lesser of the value of such property or
asset or the amount of the obligation so secured); (f) all guarantees of
Indebtedness referred to in this definition by such person; (g) all Redeemable
Capital Stock of such person valued at the greater of its voluntary or
involuntary maximum fixed repurchase price plus accrued dividends; (h) all
obligations under or in respect of Currency Agreements and Interest Rate
Protection Obligations of such person; (i) any Preferred Stock of such person
that provides for payments of liquidation value by way of a sinking fund, or by
way of a mandatory redemption, defeasance, retirement, repurchase or otherwise,
or allows the holder the option to redeem, in each case prior to the 91st day
prior to the Maturity of the Bonds (valued at the sum of (without duplication)
(A) the liquidation preference thereof, (B) any mandatory redemption payment
obligations in respect thereof (C) accrued dividends thereon); and (j) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to in clauses (a) through (i) above. For
purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital
Stock which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Redeemable Capital Stock as if such Redeemable
Capital Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to the Indenture, and if such price is based upon, or
measured by, the fair market value of such Redeemable Capital Stock, such fair
market value shall be determined in good faith by the board of directors of the
issuer of such Redeemable Capital Stock.

"Independent Financial Advisor" means a firm (i) which does not, and whose
directors, officers and employees or Affiliates do not, have a material direct
or indirect financial interest in the Company, any Subsidiary or Significant
Joint Venture and (ii) which, in the judgement of the Board of Directors of the
Company, is otherwise independent and qualified to perform the task for which it
is to be engaged.

"Interest Rate Protection Agreement" mens any arrangement with any other
person whereby, directly or indirectly, such person is entitled to receive from
time to time periodic payments calculated by applying either a floating or a
fixed rate of interest on a stated notional amount in exchange for periodic
payments made by such person calculated by applying a fixed or a floating rate
of interest on the same notional amount and shall include without limitation,
interest rate swaps, caps, floors, collars and similar agreements.

"Interest Rate Protection Obligations" means the obligations of any person
pursuant to an Interest Rate Protection Agreement.

"Investment" means, with respect to any person, any direct or indirect loan
or other extension of credit or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition by
such person of any Capital Stock, bonds, debentures or other securities or
evidences of Indebtedness issued by, any other person. "Investments" shall
exclude extension of trade credit in the ordinary course of business in
accordance with normal trade practices.

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"Issue Date" means the closing date for the sale and issuance of the Bonds
under the Indenture.

"Joint Venture" means joint venture, partnership or other similar
arrangement, whether corporation, partnership or other legal form where the
Company or one or more Subsidiaries has, directly or indirectly, less than a
majority of the Voting Stock or other ownership interest.

"Lien" means any mortgage, charge, pledge, lien (statutory or other),
security interest, hypothecation, assignment for security, claim, or preference
or priority or other encumbrance upon or with respect to any property of any
kind; provided that in no event shall an operating lease be deemed to constitute
a Lien. A person shall be deemed to own subject to a Lien any property which
such person has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement.

"Material Joint Venture" means a Joint Venture that, as of the end of the
most recent four-quarter period, had (i) total assets which exceeded 10 per
cent. of the total combined assets of the Company at the end of such period or
(ii) total revenues which exceeded 15 per cent. of the total combined revenues
of the Company for such period.

"Material Subsidiary" means a Subsidiary that, as of the end of the most
recent four-quarter period, had (i) total assets which exceeded 10 per cent. of
the total combined assets of the Company at the end of such period or (ii) total
revenues which exceeded 15 per cent. of the total combined revenues of the
Company for such period.

"Maturity" means, (i) when used with respect to the Bonds, June 30, 2000
and (ii) when used with respect to any Indebtedness other than the Bonds, the
date specified in the instrument governing such Indebtedness as the fixed date
on which the principal of such Indebtedness, or any installment of interest
thereon, is due and payable.

"Moody's" means Moody's Investors Service, Inc. and its successors.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds
thereof in the form of cash or Cash Equivalents including payments in respect of
deferred payment obligations when received in the form of cash or Cash
Equivalents (except to the extent that such obligations are financed or sold
with recourse) net of (i) brokerage commissions and other fees and expenses
(including, without limitation, fees and expenses of legal counsel and
investment bankers) related to such Asset Sale, (ii) provisions for all taxes
payable as a result of such Asset Sale, (iii) amounts required to be paid to any
person (other than the Company or any Subsidiary or Significant Joint Venture)
owning a beneficial interest in the assets subject to the Asset Sale and (iv)
appropriate amounts to be provided by the Company or any Subsidiary or
Significant Joint Venture, as the case may be, as a reserve required in
accordance with GAAP against any liabilities associated with such Asset Sale and
retained by the Company or any Subsidiary or Significant Joint Venture, as the
case may be, after such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an officers' certificate delivered to the
Trustee.

"Non-Complying Equity Offering" means (i) a Private Equity Offering or (ii)
a public offering of shares of Common Stock that is not a Complying Public
Equity Offering.

"Non-Complying Public Equity Offering" means a public equity offering of
shares of Common Stock that satisfies all the Complying Public Equity
Conditions, except that the cumulative public offering price is less than
U.S.$100,000,000.

"Notice of Offering" means a notice given to the Trustee or the Bondholders
and, if required by the Indenture, the Luxembourg Stock Exchange, that a
Complying Public Equity Offering or a Non-Complying Equity Offering has
occurred.

"Pari Passu Indebtedness" means Indebtedness of the Company which ranks
pari passu in right of payment with the Bonds.

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"Paying Agent" means the office or agency (which shall be located in the
Borough of Manhattan, the City of New York, State of New York) where Bonds may
be presented for payment of principal, premium, if any, and interest.

"Permitted Holder" means (A) Alan B. Slifka and any entity controlled by
him, (B) one or more of George Soros, Soros Fund Management LLC, Purnendu
Chatterjee or Chatterjee Management Company or affiliates of any of the
foregoing, and any person or entity for which any such person or entity acts as
investment advisor or investment manager and (C) any person that acquires the
capital stock of the Company in a Strategic Equity Offering.

"Permitted Investments" means any of the following: (i) Investments in any
Subsidiary or Significant Joint Venture; (ii) Investments in any person that is
merged or consolidated with or into, or transfers or conveys all or
substantially all of its assets to, the Company or any Subsidiary or Significant
Joint Venture of the Company at the time such Investment is made; (iii)
Investments in cash or Cash Equivalents; (iv) Investments in deposits with
respect to leases or utilities provided to third parties in the ordinary course
of business; (v) Investments in the Bonds; (vi) Investments in Currency
Agreements on commercially reasonable terms entered into by the Company or any
of its Subsidiaries or Significant Joint Ventures in the ordinary course of
business in connection with the operations of the business of the Company or its
Subsidiaries or Significant Joint Ventures to hedge against fluctuations in
foreign exchange rates; (vii) loans or advances to officers or employees of the
Company and its Subsidiaries or Significant Joint Ventures in the ordinary
course of business for bona fide business purposes of the Company and its
Subsidiaries or Significant Joint Ventures (including travel and moving
expenses) not in excess of U.S.$5,000,000 (or the foreign currency equivalent)
in the aggregate at any one time outstanding; (viii) Investments in evidences of
Indebtedness, securities or other property received from another person by the
Company or any of its Subsidiaries or Significant Joint Ventures in connection
with any bankruptcy proceeding or by reason of a composition or readjustment of
debt or a reorganization of such person or as a result of foreclosure,
perfection or enforcement of any Lien in exchange for evidences of Indebtedness,
securities or other property of such person held by the Company or any of its
Subsidiaries or Significant Joint Ventures, or for other liabilities or
obligations of such other person to the Company or any of its Subsidiaries or
Significant Joint Ventures that were created, in accordance with the terms of
the Indenture; (ix) Investments in Interest Rate Protection Agreements on
commercially reasonably terms entered into by the Company or any of its
Subsidiaries or Significant Joint Ventures in the ordinary course of business in
connection with the operations of the business of the Company or its
Subsidiaries or Significant Joint Ventures to hedge against fluctuations in
interest rates; and (x) Investments in entities that are not Subsidiaries or
Significant Joint Ventures, to finance the construction, installation,
improvement, acquisition or operation of Telecommunications Assets, provided
that such Investments do not exceed in the aggregate, the greater of
U.S.$25,000,000 (or the foreign currency equivalent) or 10 per cent. of the pro
rata combined assets of the Company or, individually, the greater of
U.S.$5,000,000 (or the foreign currency equivalent) or 2 per cent. of the pro
rata combined assets of the Company.

"person" means any individual, corporation, limited liability company
partnership, joint venture, association, joint-stock company, trust, charitable
foundation, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

"PORTAL" means the PORTAL trading system of the NASD.

"Preferred Stock" of any person means capital stock of such person of any
class or classes (however designated) that ranks prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of such person, to shares of capital
stock of any other class of such person.

"Private Equity Offering" means a private offering of shares of Common
Stock pursuant to an exemption from registration under the Securities Act.

"Pro rata Combined Adjusted Net Income" means, for any period, the pro rata
combined net income (or loss) of the Company and its Subsidiaries and
Significant Joint Ventures for such period, adjusted by

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excluding, without duplication, (a) any net after-tax extraordinary gains or
losses (less all fees and expenses relating thereto), (b) any net after-tax
gains or losses (less all fees and expenses relating thereto) attributable to
asset dispositions other than in the ordinary course of business, and (c) the
portion of net income (or loss) of any person (other than the Company or a
Subsidiary or Significant Joint Venture), in which the Company or any such
Subsidiary or Significant Joint Venture has an ownership interest, except to the
extent of the amount of dividends or other distributions actually paid to the
Company or any Subsidiary or any Significant Joint Venture in cash dividends or
distributions during such period.

"Pro rata Combined Interest Expense" means, for any period, without
duplication, the sum of (a) the pro rata combined interest expense of the
Company and its Subsidiaries and its Significant Joint Ventures for such period,
including, without limitation, (i) amortization of debt discount, (ii) the net
cost of Interest Rate Protection Agreements (including amortization of
discounts), (iii) the interest portion of any deferred payment obligation and
(iv) amortization of debt issuance costs, plus (b) the pro rata combined
interest component of Capitalized Lease Obligations of the Company, its
Subsidiaries and Significant Joint Ventures during such period, less (c) pro
rata interest income of the Company, its Subsidiaries and Significant Joint
Ventures; provided that (x) the Pro rata Combined Interest Expense attributable
to interest on any Indebtedness computed on a pro forma basis and (A) bearing a
floating interest rate shall be computed as if the rate in effect on the date of
computation had been the applicable rate for the entire period and (B) which was
not outstanding during the period for which the computation is being made but
which bears, at the option of the Company, a Subsidiary or Significant Joint
Venture as the case may be, a fixed or floating rate of interest, shall be
computed by applying at the option of the Company, either the fixed or floating
rate, and (y) in making such computation, the Pro rata Combined Interest Expense
attributable to interest on any Indebtedness under a revolving credit facility
computed on a pro forma basis shall be computed based upon the average daily
balance of such Indebtedness during the applicable period; provided further
that, notwithstanding the foregoing, the interest rate with respect to any
Indebtedness covered by any Interest Rate Protection Agreement shall be deemed
to be the effective interest rate with respect to such Indebtedness after taking
into account such Interest Rate Protection Agreement.

"Pro rata Combined Income Tax Expense" means, for any period the provision
for federal, state, local and foreign income taxes of the Company, its
Subsidiaries and Significant Joint Ventures for such period as determined on a
pro rata combined basis.

"Pro rata Combined Non-cash Charges" means, for any period, the aggregate
depreciation, amortization and other non-cash expenses of the Company and its
Subsidiaries and Significant Joint Ventures reducing Pro rata Combined Adjusted
Net Income for such period, determined on a pro rata combined basis (excluding
any such non-cash charge that requires an accrual of or reserve for cash charges
for any future period).

"Qualifying Stock Exchange" means the New York Stock Exchange, the American
Stock Exchange, the London Stock Exchange or the Nasdaq National Market.

"Redeemable Capital Stock" means any shares of any class or series of
Capital Stock that, either by the terms thereof, by the terms of any security
into which it is convertible or exchangeable or by contract or otherwise, is or
upon the happening of an event or passage of time would be, required to be
redeemed prior to the Maturity with respect to the principal of the Bonds or is
redeemable at the option of the holder thereof at any time prior to any such
Maturity, or is convertible into or exchangeable for debt securities at any time
prior to any such Maturity.

"Redemption Date" means with respect to any Bonds to be redeemed, the date
fixed by the Company for such redemption pursuant to the Indenture and the
Bonds.

"Sale-Leaseback Transaction" of any person means an arrangement with any
lender or investor or to which such lender or investor is a party providing for
the leasing by such person of any property or asset of such person which has
been or is being sold or transferred by such person after the acquisition
thereof or the completion of construction or commencement of operation thereof
to such lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such property or asset.
The stated maturity of such arrangement shall be the date of the last payment of
rent or any other

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amount due under such arrangement prior to the first date on which such
arrangement may be terminated by the lessee without payment of a penalty.

"Senior Indebtedness" means the principal of, premium, if any, interest,
and other amounts payable on or in respect of any Indebtedness of the Company,
whether outstanding on the Issue Date or thereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Bonds. Notwithstanding the foregoing, "Senior Indebtedness" shall
not include (a) Indebtedness evidenced by the Bonds, (b) Indebtedness that is
pursuant to the instrument creating such Indebtedness expressly subordinate or
junior in right of payment to any Indebtedness of the Company, (c) Indebtedness
which, when incurred and without respect to any election under Section 1111(b)
of Title 11, United States Code, is without recourse to the Company, (d)
Indebtedness which is represented by Redeemable Capital Stock, (e) Indebtedness
for goods, materials or services purchased in the ordinary course of business or
Indebtedness consisting of trade account payables or other current liabilities
incurred in the ordinary course of business, (f) Indebtedness of or amounts owed
by the Company for compensation to employees or for services rendered to the
Company, (g) any liability for federal, state, local or other taxes owed or
owing by the Company, (h) other than the Chatterjee Notes and the Capital
Research Notes, Indebtedness of the Company to a Wholly-Owned Subsidiary or any
other Affiliate of the Company or any of such Affiliate's Wholly-Owned
Subsidiaries, (i) that portion of any Indebtedness which is incurred by the
Company in violation of the Indenture and (j) amounts owing under leases (other
than Capitalized Lease Obligations).

"Significant Joint Venture" means any Existing Joint Venture or any
Eligible Joint Venture.

"S&P" means Standard & Poor's Ratings Group, and its successors.

"Strategic Equity Offering" means a private sale of more than 10 per cent.
and less than 30 per cent. (calculated on a fully-diluted basis after giving
effect to such offering) of shares of Common Stock to a Strategic Investor.

"Strategic Investor" means an entity that has a total market capitalization
of at least $3,000,000,000 or a rating of at least BBB- from S&P and/or a rating
of Baa3 from Moody's, and is engaged in the business of providing
telecommunications services or in the manufacture and sale of telecommunications
equipment, or any subsidiary of such person.

"Subordinated Indebtedness" means Indebtedness of the Company which is by
its terms subordinated in right of payment to the Bonds.

"Subsidiary" means, with respect to the Company, (i) a corporation a
majority of whose Voting Stock is at the time, directly or indirectly, owned by
the Company, by one or more Subsidiaries of the Company or by the Company and
one or more Subsidiaries and (ii) any other person (other than a corporation),
including, without limitation, a joint venture, in which the Company, one or
more Subsidiaries of the Company or the Company and one or more Subsidiaries,
directly or indirectly, at the date of determination thereof, has at least
majority ownership interest entitled to vote in the election of directors,
managers or trustees thereof (or other person performing similar functions). For
purposes of this definition, any directors' qualifying shares or investments by
foreign nationals mandated by applicable law shall be disregarded in determining
the ownership of a Subsidiary.

"Telecommunications Assets" means, with respect to any person, any tangible
or intangible asset (including the capital stock of another person) that is
utilized by such person, directly or indirectly, for the design, development,
installation, integration, management or provision of telecommunications systems
and/or services, including, without limitation, any business or services in
which the Company, or any Subsidiary or any Significant Joint Venture of the
Company is engaged at the Issue Date.

"Trading Days" means, with respect to a securities exchange or automated
quotation system, a day on which such exchange or system is open for a full day
of trading.

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"Transfer Agent" means the office or agency (which shall be located in the
Borough of Manhattan, the city of New York, state of New York) where Bonds may
be presented for registration of transfer or for exchange.

"U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a person controlled or
supervised by and acting as an agency or instrumentally of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligations or a specific payment of the principal of or interest on
any such U.S. Government Obligations held by such custodian for the account of
the holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligations or the specific payment
of principal of or interest on the U.S. Government Obligations evidenced by such
depository receipt.

"Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof under ordinary circumstances have the power to vote in
the election of the board of directors, managers or trustees of any person
(irrespective of whether or not, at the time, Capital Stock of any other class
or classes shall have, or might have, voting power by reason of the happening of
any contingency).

"Wholly-Owned Subsidiary" means any Subsidiary of the Company of which 100
per cent of the outstanding Capital Stock is owned by the Company or by one or
more Wholly-Owned Subsidiaries of the Company or by the Company and one or more
Wholly-Owned Subsidiaries of the Company. For purposes of this definition, any
directors' qualifying shares or investments by foreign nationals mandated by
applicable law shall be disregarded in determining the ownership of a
Subsidiary.

ENFORCEMENT

At any time after the Bonds shall have become due and payable, the Trustee
may, at its discretion and without further notice, take such proceedings against
the Company as it may think fit to enforce repayment of the Bonds together with
premium (if any) and accrued interest and to enforce the provisions of the
Indenture, but it shall not be bound to take any such proceedings unless (a) it
shall have been so directed in writing by the holders of at least 25 per cent.
in principal amount of the Bonds then outstanding, and (b) it shall have been
indemnified to its satisfaction. No Bondholder shall be entitled to proceed
directly against the Company unless the Trustee, having become bound so to
proceed, fails to do so within 30 days after the receipt of the request and
offer, such request has not been rescinded pursuant to the terms of the
Indenture, and such failure to proceed shall be continuing.

NOTICES

Notices to Bondholders shall be validly given if (i) mailed to them at
their respective addresses in the register and (ii) published in an English
language newspaper of general circulation in Europe approved by the Trustee,
currently expected to be the Financial Times, and, so long as the Bonds are
listed on the Luxembourg Stock Exchange, published in a daily newspaper of
general circulation in Luxembourg approved by the Trustee, currently expected to
be the Luxemburger Wort. Any such notice shall be deemed to have been given on
the first date on which both conditions shall have been met.

MEETINGS OF BONDHOLDERS, MODIFICATION AND WAIVER

The Indenture contains provisions for convening meetings of Bondholders to
consider any matter affecting their interests, including any modification of, or
arrangement in respect of, the terms and conditions of the Bonds or of the
provisions of the Indenture. Certain special quorum provisions apply for
meetings of Bondholders convened for the purpose of amending certain terms
concerning, inter alia, the amounts payable

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on and the currency of payment of the Bonds and the Conversion Rights. Any
resolution duly passed at any such meeting will be binding on all Bondholders,
whether present or not.

SATISFACTION AND DISCHARGE

The Indenture will be discharged and will cease to be of further effect
(except as to surviving rights or registration of transfer or exchange of the
Bonds, as expressly provided for in the Indenture) as to all outstanding Bonds
when either (a) all the Bonds theretofore authenticated and delivered (except
lost, stolen or destroyed Bonds which have been replaced or repaid and Bonds for
whose payment money has theretofore been deposited with the Trustee or any
Paying Agent in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust) have been
delivered to the Trustee for cancellation and the Company has paid all other
sums payable by it under the Indenture or (b)(i) the Company has distributed to
the Trustee and each holder of Bonds notice of redemption or all Bonds have
otherwise become due and payable; (ii) all Bonds not theretofore delivered to
the Trustee for cancellation (except lost, stolen or destroyed Bonds which have
been replaced or paid) have been called for redemption pursuant to the terms of
the Bonds or have otherwise become due and payable and the Company has
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire Indebtedness on the Bonds not
theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, and interest on the Bonds to the date of deposit together with
irrevocable instructions from the Company directing the Trustee to apply such
funds to the payment thereof at maturity or redemption, as the case may be;
(iii) the Company shall have irrevocably deposited or caused to be deposited
with the Trustee or a trustee reasonably satisfactory to the Trustee, under the
terms of an irrevocable trust agreement in form and substance satisfactory to
the Trustee, as trust funds in trust solely for the benefit of the Holders for
that purpose, money in such amount as is sufficient without consideration of
reinvestment of such interest, to pay principal of, premium, if any, and
interest on the outstanding Bonds to Maturity or redemption, as certified in a
certificate of a nationally recognized firm of independent public accountants,
provided that the Trustee shall have been irrevocably instructed to apply such
money to the payment of said principal, premium, if any, and interest with
respect to the Bonds and, provided, further, that from and after the time of
deposit, the money deposited shall not be subject to the rights of holders of
Senior Indebtedness' pursuant to the provisions of Article Ten; (iv) there
exists no Default or Event of Default under the Indenture; (v) the Company shall
have paid all other sums payable under the Indenture by the Company; and (vi)
the Company has delivered to the Trustee an officers' certificate and an opinion
of counsel stating that all conditions precedent under the Indenture relating to
the termination of the Company's obligations under the Bonds and the Indenture
have been complied with.

AMENDMENTS AND WAIVERS

From time to time, the Company, when authorized by a resolution of its
Board of Directors, and the Trustee may, without the consent of the holders of
any outstanding Bonds, amend, waive or supplement the Indenture or the Bonds for
certain specified purposes, including, among other things, (a) curing
ambiguities, defects or inconsistencies, (b) qualifying, or maintaining the
qualification of, the Indenture under the Trust Indenture Act of 1939, (c)
evidencing the succession of another Person to the Company or any other obligor
on the Bonds, and the assumption by any such successor of the covenants of the
Company or such obligor in the Indenture and in the Bonds in accordance with the
"Merger, Sale of Assets, Etc." covenant; (d) adding to the covenants of the
Company or any other obligor upon the Bonds for the benefit of the holders of
the Bonds or surrendering any right or power conferred upon the Company or any
other obligor upon the Bonds, as applicable, in the Indenture or in the Bonds;
(e) evidencing the replacement of the Trustee by a trustee that is appointed to
so act pursuant to the terms of the Indenture; and (f) evidencing or making any
other change that does not adversely affect the rights of any holder of Bonds;
provided, however, that such change does not adversely affect the rights of any
holder of Bonds and the Company has delivered to the Trustee an opinion of
counsel to such effect.

Other amendments and modifications of the Indenture or the Bonds may be
made by the Company and the Trustee with the consent of the holders of not less
than a majority of the aggregate principal amount of the

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outstanding Bonds; provided, however, that no such modification or amendment
may, without the consent of the holder of each outstanding Bond affected
thereby, (i) reduce the principal amount of, extend the fixed maturity of or
alter the redemption provisions of, the Bonds, (ii) change the currency in which
any Bonds or any premium or the interest thereon is payable or make the
principal of, premium, if any, or interest on any Bond payable in money other
than that stated in the Bond, (iii) reduce the percentage in principal amount of
outstanding Bond that must consent to an amendment, supplement or waiver or
consent to take any action under the Indenture or the Bonds, (iv) impair the
right to institute suit for the enforcement of any payment on or with respect to
the Bonds, (v) waive a default in payment with respect to the Bonds, (v) amend,
change or modify the obligations of the Company to make and consummate a Change
of Control Offer in the event of a Change of Control or make and consummate the
offer with respect to any Asset Sale or modify any of the provisions or
definitions with respect thereto, (vii) reduce or change the rate or time for
payment of interest on the Bonds, (viii) modify or change any provision of the
Indenture affecting the subordination or ranking of the Bonds in manner adverse
to the holders of the Bonds, or (ix) take any other action otherwise prohibited
by the Indenture or be taken without the consent of each Bondholder affected
thereby.

THE TRUSTEE

The Indenture provides that, except during the continuance of an Event of
Default, the Trustee thereunder will perform only such duties as are
specifically set forth in the Indenture. If an Event of Default has occurred and
is continuing, the Trustee will exercise such rights and powers vested in it
under the Indenture and use the same degree of care and skill in its exercise as
a prudent person would exercise under the circumstances in the conduct of such
person's own affairs.

The Trustee may, without the consent of the Bondholders:

(i) agree to any modification of the provisions of the Indenture or
the Bonds which, in the opinion of the Trustee, is of a formal, minor or
technical nature, is made to correct a manifest error or to comply with
mandatory provisions of law or is not materially prejudicial to the
interests of the Bondholders;

(ii) waive or authorize any breach or proposed breach by the Company
of the provisions of the Indenture or the Bonds, or determine that the
occurrence of any Event of Default shall not be treated as such, which, in
the opinion of the Trustee, is not materially prejudicial to the interests
of the Bondholders.

Any such modification, waiver or authorization shall be binding on the
Bondholders and , if the Trustee so requires, such modification shall be
notified by the Company to the Bondholders as soon as possible.

INDEMNIFICATION OF THE TRUSTEE

The Indenture contains provisions for the indemnification of the Trustee
and for its relief from responsibility, including provisions relieving it from
taking proceedings to enforce repayment or taking steps to enforce the
Conversion Rights unless indemnified to its satisfaction. The Trustee is
entitled to enter into business transactions with the Company or any entity
related to it without accounting for any profit.

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DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 135,000,000 shares of
Common Stock, par value $0.10 per share, of which 57,241,716 shares were issued
and outstanding as of June 30, 1998, and 10,000,000 shares of preferred stock,
par value $0.0001 per share (the "Preferred Stock"), none of which is
outstanding. In addition, in July 1998, the Company issued 2,801,000 shares of
Common Stock in the Stock Offerings. See "Risk Factors -- Shares Eligible for
Future Sale; Registration Rights; Potential Adverse Impact on Market Price from
Sales of Common Stock." The following summary of the rights, privileges,
restrictions and conditions of each of the classes of shares issued by the
Company does not purport to be complete and is subject to the detailed
provisions of, and qualified in its entirety by reference to, the Certificate of
Incorporation and By-laws, and to the applicable provisions of the General
Corporation Law of the State of Delaware (the "DGCL").

COMMON STOCK

Holders of Common Stock are entitled to one vote for one share held of
record on all matters upon which shareholders have the right to vote. There are
no cumulative voting rights. All issued and outstanding shares of Common Stock
are, and the Offered Shares, when issued and paid for, will be, validly issued,
fully paid and non-assessable. Holders of Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out of
funds legally available for that purpose. See "Dividend Policy." Upon
dissolution, holders of Common Stock are entitled to share pro rata in the
assets of the Company remaining after payment in full of all of its liabilities
and obligations, including payment of the liquidation preference, if any, of any
Preferred Stock then outstanding.

PREFERRED STOCK

The Board of Directors may authorize the issuance of one or more series of
Preferred Stock having such rights, including voting, conversion and redemption
rights, and such preferences, including dividend and liquidation preferences, as
the Board may determine, without further action by the stockholders of the
Company.

The issuance of Preferred Stock by the Board of Directors could adversely
affect the rights of holders of Common Stock. For example, the issuance of
Preferred Stock could result in a series of securities outstanding that would
have preferences over the Common Stock with respect to dividends and in
liquidation and that could, upon conversion or otherwise, enjoy all the rights
appurtenant to the Common Stock. As of the date of the Offerings, the Company
has authorized 200,000 shares of Series A Junior Participating Preferred Stock,
par value $.0001 per share (the "Series A Preferred Stock"). No other series of
Preferred Stock has been authorized. There are no issued and outstanding shares
of Series A Preferred Stock and no such shares are being offered hereby. A Right
(as defined below) to purchase shares of Series A Preferred Stock, however, is
attached to each share of Common Stock pursuant to the Rights Agreement
discussed below. The Company has authorized 200,000 shares of Series A Preferred
Stock initially for issuance upon exercise of such Rights.

The Units (as defined herein) of Series A Preferred Stock that may be
acquired upon exercise of the Rights will be nonredeemable and subordinate to
any other shares of preferred stock that may be issued by the Company. Each Unit
of Series A Preferred Stock will have a minimum preferential quarterly dividend
of $.01 per Unit or any higher per share dividend declared on the Common Stock.
In the event of liquidation, the holder of a Unit of Series A Preferred Stock
will receive a preferred liquidation payment equal to the greater of $.01 per
Unit and the per share amount paid in respect of a share of Common Stock.

Each Unit of Series A Preferred Stock will have one vote, voting together
with the Common Stock. The holders of Units of Series A Preferred Stock, voting
as a separate class, shall be entitled to elect two directors if dividends on
the Series A Preferred Stock are in arrears for six fiscal quarters.

In the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each Unit of Series A Preferred Stock will
be entitled to receive the per share amount paid in respect of each share of
Common Stock. The rights of holders of the Series A Preferred Stock to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution

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provisions. Because of the nature of the Series A Preferred Stock's dividend,
liquidation and voting rights, the economic value of one Unit of Series A
Preferred Stock that may be acquired upon the exercise of each Right is expected
to approximate the economic value of one share of Common Stock.

PRIOR PURCHASE AGREEMENTS

The Company and certain investors ("Prior Shareholders") have previously
entered into stock purchase agreements on (i) April 23, 1993 (the "1993 Stock
Purchase Agreement"), (ii) April 22, 1994 and June 17, 1994 (collectively, the
"1994 Stock Purchase Agreements"), (iii) a series of dates in 1995 (the "1995
Stock Purchase Agreements"), (iv) a series of dates in 1996 (the "1996 Stock
Purchase Agreements"), (v) a series of dates in 1997 (the "1997 Stock Purchase
Agreements" and, together with the 1993 Stock Purchase Agreement, the 1994 Stock
Purchase Agreements, the 1995 Stock Purchase Agreements and the 1996 Stock
Purchase Agreements, the "Prior Purchase Agreements"). The Prior Purchase
Agreements contain, among other things, certain registration and other rights
granted by the Company with respect to such Common Stock described below.

Registration Rights. Pursuant to the terms of the Prior Purchase
Agreements, Prior Shareholders holding an aggregate of 29,623,784 shares of
Common Stock are entitled to certain demand registration rights with respect to
the Common Stock held by them ("Demand Registration Rights") following the
consummation of the IPO. In addition to the Demand Registration Rights, Prior
Shareholders are, subject to certain limitations, entitled to register shares of
Common Stock in connection with a registration statement prepared by the Company
to register its equity securities. Holders who purchased pursuant to the 1993
Stock Purchase Agreement may also register their shares of Common Stock in
connection with a registered sale of Common Stock by a Major Shareholder (as
that term is defined in the 1993 Stock Purchase Agreement). All of the
registration rights of the Prior Shareholders are subject to certain conditions
and limitations described in the Prior Purchase Agreements.

Rights of First Refusal and Tag-Along Rights. Under the Prior Purchase
Agreements, Prior Shareholders have certain rights of first refusal to purchase
pro rata any issue of New Securities (as that term is defined in the Prior
Purchase Agreements) which the Company thereafter may from time to time propose
to issue and sell, other than in connection with certain types of transactions
and to certain types of excluded purchasers. Termination of such rights will
occur upon the earlier of the closing of an initial public offering pursuant to
an effective registration statement under the Act or, as to any Prior
Shareholder, when such Prior Shareholder no longer owns all the shares it
originally purchased.

The Prior Purchase Agreements further provide that, in the case of a sale
by the Major Shareholders as a group of all their Major Shareholders' Shares (as
those terms are defined in the Prior Purchase Agreements), holders under the
Prior Purchase Agreements may elect to participate in that sale as well.

SECTION 145 OF DGCL AND CERTAIN CHARTER PROVISIONS

Section 145 of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or

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not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omission not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.

The Company's Certificate of Incorporation provides that the Company's
Directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director provided, however, that such
exculpation from liabilities is not permitted with respect to liability arising
from items described in clauses (i) through (iv) in the preceding paragraph. The
Certificate and the Company's By-Laws further provide that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
DGCL.

The directors and officers of the Company are covered under directors' and
officers' liability insurance policies maintained by the Company.

CERTAIN CHARTER AND BY-LAW PROVISIONS

Shareholders' rights and related matters are governed by the DGCL, the
Certificate of Incorporation and By-laws. Certain provisions of the Certificate
of Incorporation and the By-laws, which are summarized below, may discourage or
make more difficult a takeover attempt that a shareholder might consider in its
best interest, although certain of such provisions in the By-laws are subject to
final approval by the Company's Board of Directors. Such provisions may also
adversely affect prevailing market prices for the Common Stock. See "Risk
Factors -- Anti-takeover Provisions."

Classified Board of Directors and Related Provisions. The Certificate of
Incorporation provides that the Board of Directors of the Company be divided
into three classes of directors serving staggered three-year terms. The classes
of directors (designated Class I, Class II and Class III) shall be, as nearly as
possible, equal in number. Accordingly, one-third of the Company's Board of
Directors will be elected each year. The terms of the Initial Class I directors
terminated at the May 20, 1998 annual meeting of stockholders and such directors
were re-elected to a three-year term terminating on the date of the 2001 annual
meeting of stockholders; the term of the initial Class II directors shall
terminate on the date of the 1999 annual meeting of stockholders; and the term
of the initial Class III directors shall terminate on the date of the 2000
annual meeting of stockholders. At each annual meeting of stockholders beginning
in 1998, successors to the class of directors whose term expires at that annual
meeting shall be elected for a three-year term. The classified board provision
may prevent a party who acquires control of a majority of the outstanding voting
stock of the Company from obtaining control of the Board of Directors until the
second annual shareholders meeting following the date such party obtains the
controlling interest.

Subject to the rights of the holders of any series of Preferred Stock or
any other class of capital stock of the Company (other than the Common Stock)
then outstanding, directors may only be removed for cause by a majority vote of
the holders of capital stock of the Company issued and outstanding and entitled
to vote generally in the election of directors, voting together as a single
class.

No Shareholder Action by Written Consent; Special Meetings. The Certificate
of Incorporation prohibits shareholders from taking action by written consent in
lieu of an annual or special meeting, and thus

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shareholders may take action at an annual or special meeting called in
accordance with the By-laws. The Certificate of Incorporation and By-laws
provide that special meetings of shareholders may only be called only by the
Chairman of the Board of Directors, the Chief Executive Officer or a majority of
the Board of Directors. Special meetings may not be called by the shareholders,
except as permitted by the Shareholder Rights By-law described below.

Amendments to the Certificate of Incorporation. The provisions of the
Certificate of Incorporation described above may not be amended, altered,
changed or repealed without the affirmative vote of the holders of at least 75%
of the shares of capital stock of the Company issued and outstanding and
entitled to vote.

SECTION 203 OF DELAWARE GENERAL CORPORATION LAW AND CERTAIN PROVISIONS OF THE
CERTIFICATE OF INCORPORATION

Section 203 of the DGCL prohibits certain transactions between a Delaware
corporation and an "interested stockholder", which is defined as a person who,
together with any affiliates or associates of such person, beneficially owns,
directly or indirectly, 15% or more of the outstanding voting shares of a
Delaware corporation. This provision prohibits certain business combinations
(defined broadly to include mergers, consolidations, sales or other dispositions
of assets having an aggregate value in excess of 10% of the consolidated assets
of the corporation, and certain transactions that would increase the interested
stockholder's proportionate share ownership in the corporation) between an
interested stockholder and a corporation for a period of three years after the
date the interested stockholder becomes an interested stockholder, unless (i)
the business combination is approved by the corporation's board of directors
prior to the date the interested stockholder becomes an interested stockholder,
(ii) the interested stockholder acquired at least 85% of the voting stock of the
corporation (other than stock held by directors who are also officers or by
certain employee stock plans) in the transaction in which it becomes an
interested stockholder or (iii) the business combination is approved by a
majority of the board of directors and by the affirmative vote of 66 2/3% of the
outstanding voting stock that is not owned by the interested stockholder.

In addition, the Company's Certificate of Incorporation grants the Board of
Directors of the Company the authority to issue up to 10,000,000 shares of
preferred stock in one or more series and to determine the rights, voting
powers, dividend rate, conversion rights, redemption price, liquidation
preference and other terms of such preferred stock without any further vote or
action by the stockholders. The foregoing provisions of Section 203 of the DGCL
and the Company's Certificate of Incorporation, and any issuance of preferred
stock with voting or conversion rights, may adversely affect the voting power of
the holders of Common Stock and may have the effect of delaying or preventing a
change of control of the Company or adversely affect the market price of the
Company's Common Stock.

SHAREHOLDER RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS BY-LAW

Shareholder Rights Plan. The Company has entered into a Rights Agreement
(the "Rights Agreement"). In connection with the Rights Agreement, the Board of
Directors of the Company declared a distribution of one right (a "Right") for
each outstanding share of Common Stock, each share of Common Stock offered
hereby and each share of Common Stock issued (including shares distributed from
treasury) by the Company thereafter and prior to the Distribution Date (as
defined below). Each Right will entitle the registered holder, subject to the
terms of the Rights Agreement, to purchase from the Company one one-thousandth
of a share (a "Unit") of Series A Preferred Stock at a purchase price of $75 per
Unit, subject to adjustment.

Initially, the Rights will attach to all certificates representing shares
of outstanding Common Stock, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and the
"Distribution Date" will occur upon the earlier of (i) 10 days following a
public announcement (the date of such announcement being the "Stock Acquisition
Date") that a person or group of affiliated or associated persons (other than
the Company, any subsidiary of the Company or any employee benefit plan of the
Company or such subsidiary) (an "Acquiring Person") has acquired, obtained the
right to acquire, or otherwise obtained beneficial ownership of 15% or more of
the then outstanding shares of Common Stock and (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person becomes an Acquiring Person) following the commencement
of a tender offer or
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exchange offer that would result in a person or group beneficially owning 15% or
more of the then outstanding shares of Common Stock. The Soros Associates and
Alan B. Slifka and his affiliates are excluded from the definition of "Acquiring
Person" under the Rights Agreement unless such persons increase the aggregate
percentage of their ownership interest in the Company to 20%.

Until the Distribution Date, (i) the Rights will be evidenced by Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after date of
consummation of the Offerings (also including shares distributed from treasury)
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates representing outstanding
Common Stock will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates.

The Rights will not be exercisable until the Distribution Date and will
expire at the close of business on the tenth anniversary of the Rights Agreement
unless earlier redeemed by the Company as described below.

In the event that (i) the Company is the surviving corporation in a merger
with an Acquiring Person and shares of Common Stock shall remain outstanding,
(ii) a Person becomes an Acquiring Persons, (iii) an Acquiring Person engages in
one or more "self-dealing" transactions as set forth in the Rights Agreement or
(iv) during such time as there is an Acquiring Person, an event occurs which
results in such Acquiring Person's ownership interest being increased by more
than 1% (e.g., by means of a recapitalization), then, in each such case, each
holder of a Right (other than such Acquiring Person) will thereafter have the
right to receive, upon exercise, Units of Series A Preferred Stock (or, in
certain circumstances, Common Stock, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right. The
exercise price is the Purchase Price multiplied by the number of Units of Series
A Preferred Stock issuable upon exercise of a Right prior to the events
described in this paragraph.

In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
and the Company is not the surviving corporation (other than a merger described
in the preceding paragraph), (ii) any Person consolidates or merges with the
Company and all or part of the Common Stock is converted or exchanged for
securities, cash or property of any other Person or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(other than an Acquiring Person) shall thereafter have the right to receive,
upon exercise, common stock of the ultimate parent of the Acquiring Person
having a value equal to two times the exercise price of the Right.

The Purchase Price payable, and the number of Units of Series A Preferred
Stock issuable, upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series A Preferred Stock,
(ii) if holders of the Series A Preferred Stock are granted certain rights or
warrants to subscribe for Series A Preferred Stock or convertible securities at
less than the current market price of the Series A Preferred Stock or (iii) upon
the distribution to the holder of the Series A Preferred Stock of evidences of
indebtedness, cash or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).

At any time until ten business days following the Stock Acquisition Date,
either (i) 75% of the Company's Board of Directors or (ii) a majority of the
Company's Board of Directors and a majority of the Continuing Directors (as
defined below), may redeem the Rights in whole, but not in part, at a nominal
price. Immediately upon the action of a majority of the Company's Board of
Directors ordering the redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive such redemption
price. As used in the Rights Agreement, a Continuing Director means any person
(other than an Acquiring Person or an affiliate or associate of an Acquiring
Person or a representative of an Acquiring Person or of any such affiliate or
associate) who was a director prior to the date of the Rights Agreement and any
person (other than an Acquiring Person or an affiliate or associate of an
Acquiring Person or a representative of an Acquiring Person or of any such
affiliate or associate) nominated for selection or elected to the Board of
Directors pursuant to the approval of a majority of the Continuing Directors.

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At its option, either (i) 75% of the Company's Board of Directors or (ii) a
majority of the Company's Board of Directors and a majority of the Continuing
Directors, may exchange each Right for (i) one Unit of Series A Preferred Stock
or (ii) such number of Units of Series A Preferred Stock as will equal the
spread between the market price of each Unit to be issued and the purchase price
of such Unit set forth in the Rights Agreement.

Any of the provisions of the Rights Agreement may be amended without the
approval of either (i) 75% of the Company's Board of Directors or (ii) a
majority of the Company's Board of Directors and a majority of Continuing
Directors in order to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; provided, however, that no amendment to
adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.

Shareholder Rights By-Law. If a fully financed tender offer is made
publicly to purchase all the Company's outstanding shares of Common Stock for
cash or Marketable Securities (as defined below) at a price that is at least 40
percent greater than the average closing price of such shares on the principal
exchange on which such shares are listed during the 30 days prior to the date on
which such offer is first published or sent to security holders (the "Offer
Date") and the Board of Directors opposes such offer, the holders of more than
50% of the outstanding shares of Common Stock may, at any time subsequent to the
date that is nine calendar months after the Offer Date, call a special meeting
of the stockholders, notwithstanding the provisions described in "-- Certain
Charter and By-Law Provisions -- No Shareholder Action by Written Consent;
Special Meetings," at which meeting stockholders may be asked to vote upon a
proposal to request that the Board of Directors amend the Rights Agreement to
exempt such offer from the terms of the Rights Agreement; provided, however, if
prior to the expiration of such nine-month period, the Board of Directors
determines that it is in the best interests of the shareholders to undertake
efforts to sell the Company, such period shall be extended as long as the Board
of Directors continues its efforts to solicit, evaluate and negotiate
alternative bids to acquire the Company. If the proposal to amend the Rights
Agreement is approved by a vote of 70% of the votes cast for or against such
proposal at such meeting of stockholders at which a quorum is present, the Board
of Directors shall amend the Rights Agreement to exempt such offer from its
terms no later than 60 days after the date of such stockholders' meeting.

"Marketable Securities" means any securities that are traded on a
nationally recognized exchange and, in the opinion of an independent investment
bank, provide sufficient value and liquidity so that they would be treated as
substantially equivalent to cash consideration.

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SHARES ELIGIBLE FOR FUTURE SALE

As of June 30, 1998, after giving effect to the Offerings, there would have
been 60,042,716 shares of Common Stock outstanding, excluding (w) 10,133,346
shares for which outstanding warrants and vested options are exercisable, (x)
the 5,970,100 shares into which the Bonds are convertible and (y) the 8,481,417
shares into which the New Convertible Bonds are convertible. Any shares of
Common Stock that may be issued to stockholders of NetSource Europe in
connection with the Company's Offer to acquire all the stock in NetSource are
not included in this discussion of the shares of Common Stock eligible for
future sale. See "Recent Developments."

Of the 60,042,716 outstanding shares, (i) the 12,765,000 shares sold in the
IPO and the 14,506,900 shares registered in the Stock Offerings will be freely
tradable without restriction under the Securities Act (except that any shares
held by "affiliates" of the Company may generally be resold only in compliance
with applicable provisions of Rule 144, as described below) and (ii)
approximately 11,680,000 additional shares may be resold under Rule 144 without
restriction under the Securities Act and approximately 15,600,000 additional
shares may be resold under Rule 144 subject to the volume and manner limitations
therein (in each case, subject to the lock-up agreements described below). In
addition, the 8,481,417 shares into which the New Convertible Bonds are
convertible will be freely tradable without restriction under the Securities
Act.

In addition, the Company has caused to become effective (i) this
Registration Statement and (ii) two registration statements on Form S-8 covering
the resale of shares of Common Stock issued to employees, officers and directors
of the Company pursuant to employee benefit plans. Holders of approximately
18,980,000 shares of Common Stock and warrants to purchase 4,444,444 shares of
Common Stock, and an affiliate of the Company with an option with respect to
438,311 shares of Common Stock, have certain demand and piggy-back registration
rights for shares that are not being sold in the Stock Offerings.

The Company has agreed to register pursuant to a shelf registration
statement all of the Affiliate Shares owned by Mr. Slifka and his affiliates and
the Soros Associates (the "Affiliate Shares") in consideration of such
shareholders' undertaking to be bound by the Restrictions on their ability to
resell such Affiliate Shares under such shelf registration statement for
specified periods after the consummation of the Offerings. It is the Company's
belief, after consultation with its financial advisors, that this agreement
relating to the Affiliate Shares will contribute toward assuring the market of
an orderly manner for such Affiliate Shares to be sold over a period of time.
Under the Restrictions, holders of Affiliate Shares will be prevented, subject
to certain exceptions, from selling any such shares during the first six months
after the closing date of the Offerings and will be able to sell (i) 50% of such
shares after the six month anniversary of the closing date of the Offerings,
(ii) 75% of such shares after the nine month anniversary of the closing date of
the Offerings and (iii) 100% of such shares after the twelve month anniversary
of the closing date of the Offerings. In connection with this agreement, the
Company also has agreed to permit certain of the Soros Associates to resell,
immediately after the closing date of the Stock Offerings, up to 100,000 of any
shares that they were unable to resell in the Stock Offerings as a result of any
cut-back that may be imposed by the underwriters (subject to a waiver by the
underwriters in the IPO of the lockup agreement entered into by such affiliate
to the extent of such 100,000 shares). Certain limited partners of partnerships
affiliated with Alan B. Slifka and currently in dissolution may, upon advance
notice to the Company, withdraw some or all of their shares of Common Stock from
registration under the shelf registration statement and from the Restrictions.
The number of shares of Common Stock subject to this withdrawal may not exceed
the total of 726,953 shares of Common Stock minus the number of shares sold by
such limited partners in the Stock Offerings.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares of the Company are required to be aggregated) who has been deemed
to have owned shares of an issuer for at least one year, including an
"affiliate," is entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of 1% of the then outstanding number of
shares of such class or the average weekly trading volume in composite trading
in all national securities exchanges during the four calendar weeks preceding
the filing of the required notice of such sale. A person (or persons whose
shares of the Company are required to be aggregated) who is not deemed an
affiliate of an issuer at the time of the sale and for at least three months
prior to the sale and who has owned shares for at least two years is entitled to
sell such shares under Rule 144

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without regard to the volume limitations described above. Affiliates continue to
be subject to such limitations. As defined in Rule 144, an "affiliate" of an
issuer is a person that directly or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common control with,
such issuer.

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CERTAIN U.S. TAX CONSIDERATIONS

The following is a summary of the principal U.S. federal income tax
considerations relevant to ownership, disposition and conversion of the Bonds.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), existing and proposed Treasury regulations, revenue rulings,
administrative interpretations and judicial decisions (all as currently in
effect and all of which are subject to change, possibly with retroactive
effect). Except as specifically set forth herein, this summary deals only with
Bonds purchased by a U.S. Holder (as defined below) at original issue and held
as capital assets within the meaning of Section 1221 of the Code. This summary
does not discuss all of the tax consequences that may be relevant to holders in
light of their particular circumstances or to holders subject to special tax
rules, such as insurance companies, dealers in securities or foreign currencies,
tax-exempt investors, persons holding the Bonds as part of a hedging
transaction, "straddle," conversion transaction, or other integrated
transaction, or U.S. Holders whose functional currency (as defined in Section
985 of the Code) is not the U.S. dollar. Persons considering the purchase of the
Bonds should consult with their own tax advisors with regard to the application
of the U.S. federal income tax laws to their particular situations as well as
any tax consequences arising under the laws of any state, local or foreign
jurisdiction.

As used herein the term "U.S. Holder" means a beneficial owner of a Bond
who or that is for U.S. federal income tax purposes (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, (iii) an estate the income of which is subject to U.S. federal income
taxation regardless of its source, or (iv) a trust if both: (A) a U.S. court is
able to exercise primary supervision over the administration of the trust, and
(B) one or more U.S. persons have the authority to control all substantial
decisions of the trust. A Non-U.S. Holder means a holder of Bonds who or that is
not, for U.S. federal income tax purposes, a U.S. Holder.

THE BONDS

Based on currently applicable authorities, the Company will treat the Bonds
as indebtedness for U.S. federal income tax purposes. However, since the Bonds
have certain equity characteristics, it is possible that the IRS will contend
that the Bonds should be treated as an equity interest in, rather than
indebtedness of the Company. In the event the Bonds are treated as equity,
distributions received on a Bond would first be taxable to the holder as
dividend income to the extent of the Company's accumulated earnings and profits,
and next would be treated as a return of capital to the extent of the holder's
tax basis in the Bond, with any remaining amount treated as gain from the sale
of a Bond. Further, payments on Bonds treated as equity to Non-U.S. Holders
would not be eligible for the portfolio interest exception from U.S. withholding
tax, and those payments would be subject to U.S. withholding tax at a flat rate
of 30% unless reduced under an applicable tax treaty or unless the Company
qualifies as an "80/20 Company," as discussed below. Moreover, in the event of
equity treatment, the Company would never be entitled to deduct interest or
original issue discount on such Bonds for U.S. federal income tax purposes.
Except as otherwise noted, the remainder of this discussion assumes that the
Bonds will constitute indebtedness for U.S. tax purposes.

Investors should also be aware that recently enacted legislation disallows
deductions for interest paid or accrued on debt instruments issued after June 8,
1997 by a corporation if either (i) a substantial amount of the principal or
interest is required to be paid in or converted into equity of the issuer, (ii)
a substantial amount of the principal or interest is required to be determined,
or at the option of the issuer or a related party is determined, by reference to
the value of such equity, or (iii) the indebtedness is part of an arrangement
that is reasonably expected to result in a transaction described in either (i)
or (ii). For these purposes, principal or interest shall be required to be so
paid, converted, or determined if it may be required at the option of the holder
and there is a substantial certainty the option will be exercised.

TAX CONSEQUENCES TO U.S. HOLDERS

Payments of Interest and Original Issue Discount on the Bonds

Except as otherwise provided below, U.S. Holders will include payments of
stated interest on the Bonds to the extent of the lowest fixed rate provided by
the Bonds throughout their term as ordinary interest income

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when accrued or received in accordance with their respective method of tax
accounting. Unless de minimis in amount, stated interest on the Bonds in excess
of such rate will be taxable to U.S. holders on the economic accrual basis as
original issue discount ("OID") under the rules described below.

A debt instrument is issued with OID if its "stated redemption price at
maturity" exceeds its issue price by more than a de minimis amount. In general
terms, U.S. Holders are required to include OID gross income as ordinary
interest income on the economic accrual basis in advance of the cash
attributable to that income. Under Treasury regulations, the stated redemption
price at maturity of a debt instrument is equal to the sum of all payments to be
made thereon other than qualified stated interest. Qualified stated interest is
stated interest which is unconditionally payable at least annually at a single
fixed rate throughout the term of the debt instrument. The Treasury regulations
further provide that, for purposes of the OID rules, if (i) a debt instrument
provides for alternative payment schedules based on the occurrence of a
contingency (or contingencies), (ii) the timing and amounts of the payments that
comprise each payment schedule are known as of the issue date, and (iii) as of
the issue date, based on all the facts and circumstances, a single payment
schedule is significantly more likely than not to occur, then the yield and
maturity of the debt instrument for purposes of computing OID are computed based
on that payment schedule. When a debt instrument provides for alternative
payment schedules upon the occurrence of one or more contingencies, the debt
instrument provides for qualified stated interest to the extent of the lowest
fixed rate of interest that would be payable under any payment schedule.

The rate of stated interest payable on the Bonds will increase on June 30,
1998 and June 30, 1999 if the Company has not made a Complying Equity Offering
by those dates. Further, absent such an Offering during the term of the Bonds,
the Bonds will be retired at maturity for 121% of their stated principal amount.
If a Complying Equity Offering occurs by June 1998, however, the rate of
interest payable on the Bonds will remain constant, and the Bonds will be
retired at maturity for their stated principal amount. As such, different
payment schedules for the Bonds will result depending on the timing or
occurrence of a Complying Equity Offering. For each of these schedules, the
timing and amount of the payments will be known as of the issue date. As of the
issue date, the Company took the position that it was significantly more likely
than not that a Complying Equity Offering would occur after June 30, 1998 and
before July 1, 1999. As such, the payment schedule under which the Bonds bore
interest with one interest rate increase, and under which the Bonds would be
retired at their stated principal amount, was considered significantly more
likely than not to occur. Under this approach, the stated redemption price at
maturity of the Bonds included a portion of the excess interest payable at the
rate in effect after June 30, 1998, but not the 21% retirement premium payable
at maturity of the Bonds. The amount of such excess interest represented OID
taxable to U.S. Holders on the accrual basis prior to the receipt of cash
attributable to that interest.

Because a Complying Equity Offering occurred before June 30, 1998, solely
for purposes of the OID rules, the Bonds will be treated as retired and reissued
on the date of such occurrence for their adjusted issue price on such date,
which generally will equal the Bonds' stated principal amount increased by the
total amount of OID required to be included in income in respect of the Bonds by
U.S. Holders prior to that date. As a result of the deemed reissuance, (i) all
stated interest on the Bonds should be treated as qualified stated interest and
a U.S. Holder should include such interest in income as it accrues or is
received, in accordance with its method of tax accounting, (ii) except as
provided below, the Bonds should not be treated as bearing OID upon reissuance,
and (iii) a U.S. Holder that included OID in income on the Bonds based on the
payment schedule treated by the Company as significantly more likely than not to
occur as described above should be treated as reacquiring the Bonds with
"amortizable bond premium," as described below in "-- Market Discount and
Premium," to the extent that such Holder's adjusted tax basis in the Bonds
exceeds their principal amount.

If a shelf registration statement does not remain effective with the
Commission as described in the Registration Rights Agreement (a "Registration
Default"), additional interest will accrue on the Bonds in the manner described
therein. According to Treasury Regulations, the possibility of a change in the
interest rate will not affect the amount of interest income recognized by a U.S.
Holder (or the timing of such recognition) if the likelihood of the change, as
of the date the Bonds are issued, is remote. The Company believes that the
likelihood of a change in the interest on the Bonds due to a Registration
Default is remote and does not intend
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to treat the possibility of such a change in the interest rate as affecting the
yield to maturity of any Bond. In the unlikely event that the interest rate on
the Bonds is increased, then such increased interest may be treated as
additional OID, includible by a holder in income as such interest accrues, in
advance of receipt of any cash payment thereof.

U.S. Holders are permitted to elect to include all interest on a Bond using
the constant yield method. For this purpose, interest includes stated interest,
acquisition discount, OID, de minimis OID, market discount, de minimis market
discount, and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium. Special rules apply to elections made with respect to Bonds
with amortizable bond premium or market discount and U.S. Holders considering
such an election should consult their own tax advisors. The election cannot be
revoked without the approval of the Internal Revenue Service.

Contingent Payment Debt Instrument Regulations

Certain Treasury Regulations provide for special tax treatment of
"contingent payment debt instruments" (the "contingent debt regulations"). These
regulations apply to debt instruments with contingent interest that do not fall
within the scope of the rules described above for debt instruments providing for
alternative payment schedules, each of which can be determined (as to timing and
amount) as of the issue date. By their terms, however, the contingent debt
regulations do not apply where the contingency is remote or incidental or
because the holder of the debt instrument has an option to convert the
instrument into stock of the issuer. In general, if a debt instrument is subject
to the contingent debt regulations, a U.S. Holder must accrue contingent
interest income as OID over the term of the debt instrument and in advance of
the cash payments attributable thereto based upon a projected payment schedule
(subject to later adjustments) provided by the issuer. Further, any gain and
(subject to certain limitations) loss recognized by a holder with respect to the
sale or other disposition of such an instrument will be ordinary, rather than
capital, in nature.

The application of the contingent debt regulations to instruments such as
the Bonds is uncertain. In particular, the Bonds provide for (i) the payment of
additional amounts in the event U.S. withholding tax is imposed and (ii)
depending on certain contingencies, for (A) the payment of additional interest
and retirement premium and (B) periodic decreases over the term of the Bonds in
the price at which Bonds may be converted into shares of Common Stock. The
Company is taking the position that the contingent debt regulations should not
apply to the Bonds because the Company believes the Bonds had, at the time of
issuance, a payment schedule that was significantly more likely than not to
occur. However, since the scope of the contingent debt regulations is not clear,
it is possible that the Internal Revenue Service will take the position that the
Bonds are subject to the contingent debt regulations. If the Bonds are
ultimately found to be subject to the contingent debt regulations, U.S. Holders,
including U.S. Holders using the cash method of tax accounting, would be
required to accrue interest income as "original issue discount" over the term of
the debt instrument based upon a projected payment schedule (subject to later
adjustments) that could include projected values for the retirement premium and
conversion price adjustments, and any gain and (subject to certain limitations)
loss recognized by a holder on a sale or other taxable disposition with respect
to such instrument would be ordinary, rather than capital, in nature. In
addition, all or a portion of the gain or loss recognized on sale or other
taxable disposition of shares of Common Stock received in exchange for Bonds
might be ordinary, rather than capital, in nature.

Market Discount and Premium

If a U.S. Holder purchases a Bond for an amount that is less than its
stated redemption price at maturity or its adjusted issue price for Bonds
purchased prior to their deemed reissuance as described above the amount of the
difference will be treated as "market discount" for U.S. federal income tax
purposes, unless such difference is less than a specified de minimis amount.

Under the market discount rules of the Code, a U.S. Holder will be required
to treat any partial principal payment on, or any gain realized on the sale,
exchange, retirement or other disposition of, a Bond as ordinary income to the
extent of the lesser of (i) the amount of such payment or realized gain or (ii)
the market discount that has not previously been included in income and is
treated as having accrued on such Bond at the

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time of such payment or disposition. If such Bond is disposed of in a nontaxable
transaction (other than a nonrecognition transaction described in Code Section
1276(c)), the amount of gain realized on such disposition for purposes of the
market discount rules shall be determined as if such holder had sold the Bond at
its then fair market value. Market discount will be considered to accrue ratably
during the period from the date of acquisition to the maturity date of the Bond,
unless the U.S. Holder elects to accrue on the basis of a constant interest
rate.

A U.S. Holder may be required to defer the deduction of all or a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry such Bond until the maturity of the Bond or its earlier
disposition (except for certain nonrecognition transactions). A U.S. Holder may
elect to include market discount in income currently as it accrues (on either a
ratable or a constant interest rate basis), in which case the rules described
above regarding the treatment as ordinary income of gain upon the disposition of
the Bond and upon the receipt of certain cash payments and regarding the
deferral of interest deductions will not apply.

If a U.S. Holder's tax basis in a Bond (either (i) its purchase price or
(ii) in the case of a U.S. Holder that included OID in income prior to the
deemed reissuance discussed above in "Payments of Interest and Original Issue
Discount on the Bonds," the sum of the purchase price and the amount of OID
included by such holder) reduced by the portion of the tax basis attributable to
the Bond's conversion feature exceeds the amount payable at maturity (or on the
earlier call date, in the case of a Bond that is redeemable at the option of the
Company), such holder will be considered to have purchased such Bond with
"amortizable bond premium" equal in amount to such excess, and may elect (in
accordance with applicable Code provisions) to amortize such premium, using a
constant yield method over the remaining term of the Bond and to offset interest
otherwise required to be included in income in respect of such Bond during any
taxable year by the amortized amount of such excess for such taxable year.
However, if such Bond may be optionally redeemed after the U.S. Holder acquires
it at a price in excess of its stated redemption price at maturity, special
rules would apply which could result in a deferral of the amortization of some
bond premium until later in the term of such Bond.

Adjustment to Conversion Ratio

The Conversion Price applicable to the Bonds is subject to adjustments
under certain circumstances. Under Section 305 of the Code and the Treasury
Regulations promulgated thereunder, holders of the Bonds may be treated as
having received a constructive distribution, resulting in ordinary income to the
extent of the Company's current and accumulated earnings and profits, if, and to
the extent that, adjustments in the Conversion Price occur within thirty-six
months of certain taxable distributions on shares of Common Stock and increase
the proportionate interest of a holder of a Bond in the earnings and profits of
the Company. As such, under certain circumstances that may or may not occur,
such an adjustment may be treated as a taxable distribution to holders of the
Bonds, without regard to whether such holders receive any cash or other
property. Further, in the event the Bonds were treated as equity interests in,
rather than indebtedness of, the Company, any change in the Conversion Price
that increased the ratio at which Bonds could be converted into shares of Common
Stock would be treated as a taxable distribution with respect to the Bonds under
section 305 of the Code.

Sale or Other Disposition

In general, a U.S. Holder of Bonds will recognize gain or loss upon the
sale, exchange, redemption, or other taxable disposition of such Bonds measured
by the difference between (i) the amount of cash and the fair market value of
property received (except to the extent attributable to accrued interest on the
Bonds previously taken into account) and (ii) the U.S. Holder's tax basis in the
Bonds (as increased by any accrued OID (net of all amortized acquisition
premiums) and market discount previously includible in income by the U.S. Holder
and decreased by amortizable bond premiums, if any, deducted over the term of
the Bonds.) Subject to the market discount rules discussed above and except if
the Bonds are subject to the contingent debt regulations described above, any
such gain or loss generally will be capital gain or loss and will be long-term
capital gain or loss if the Bonds have been held for more than one year.
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No gain or loss will be recognized for U.S. federal income tax purposes by
holders of the Bonds upon the conversion thereof in exchange for shares of
Common Stock (except to the extent of cash, if any, received in lieu of the
issuance of fractional shares of Common Stock and for shares of Common Stock
received on accrual of accrued interest, OID or retirement premium). A U.S.
Holder's tax basis in the shares of Common Stock will equal the sum of the
adjusted tax basis in the Bonds reduced by the portion of adjusted tax basis
allocated to any fractional shares of Common Stock exchanged for cash. The
holding period of the shares of Common Stock received on the conversion of the
Bonds will include the period during which the Bonds were held by such U.S.
Holder, except that the holding period of shares of Common Stock allocable to
accrued original issue discount may commence on a later date. If any cash is
received in lieu of fractional shares, the U.S. Holder will recognize gain or
loss, and the character and the amount of such gain or loss will be determined
as if the U.S. Holder had received such fractional shares and then immediately
sold them for cash.

THE SHARES OF COMMON STOCK

Dividends

The Company does not presently intend to pay dividends on shares of Common
Stock in the foreseeable future. If the Company should pay a dividend on shares
of Common Stock, the dividend will be taxable as ordinary income to the extent
of the Company's current and accumulated earnings and profit. If there are no
such earnings and profits, such dividend would be treated first as a return of
capital to the extent of the U.S. Holder's tax basis in the shares of Common
Stock, and then, if the amount of the dividend exceeds such tax basis, as
capital gain to the extent of such excess. As a result, until such time as the
Company has current or accumulated earnings and profits, cash distributions on
shares of Common Stock will be a nontaxable return of capital and will be
applied against and reduce the adjusted tax basis of any shares of Common Stock
(but not below zero) in the hands of its holder. The Company believes that it
does not presently have accumulated earnings and profits for tax purposes.
However, the Company cannot predict whether it will have earnings and profits
for future taxable years. See "Risk Factors."

Sale of Shares of Common Stock

Gain or loss will generally be recognized upon a sale or other taxable
disposition of the shares of Common Stock in an amount equal to the difference
between the amount realized on the transfer and the holder's adjusted tax basis
in the shares of Common Stock. Except as provided below, such gain or loss will
be capital gain or loss, provided the shares of Common Stock are held as a
capital assets and will be long-term capital gain or loss with respect to shares
of Common Stock held for more than one year. If the Bonds converted into shares
of Common Stock are subject to the contingent debt regulations, a portion of
such gain or loss might be ordinary rather than capital.

Backup Withholding

"Backup withholding" at a rate of 31% may apply to payments of interest on
the Bonds, dividends on the shares of Common Stock and to payments of the
proceeds of a sale or exchange of the Bonds or shares of Common Stock that are
made to a non-corporate U.S. Holder if such holder fails to provide a correct
taxpayer identification number or otherwise comply with applicable requirements
of the backup withholding rules. The backup withholding tax is not an additional
tax and may be credited against a U.S. Holder's U.S. federal income tax
liability, provided that correct information is provided to the Internal Revenue
Service.

TAX CONSEQUENCES TO NON-U.S. HOLDERS

The Bonds

Under present U.S. federal income tax law, and subject to the discussion
below concerning backup withholding:

(a) payments of principal, interest and premium, if any, on the Bonds
by the Company or any paying agent to any Non-U.S. Holder will not be
subject to U.S. withholding tax, provided that, in the case of interest,
either (i) the Company is an "80/20 company," as described below, or, (ii)
if the
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Company is not an 80/20 company, the requirements for the "Portfolio
Interest Exemption" are satisfied; and

(b) a Non-U.S. Holder of a Bond will not be subject to U.S. federal
income tax on gain realized on the sale, exchange or other disposition of
such Bond, unless (i) such Holder is an individual who is present in the
United States for 183 days or more in the taxable year of disposition and
certain other conditions are met, or (ii) such gain is effectively
connected with the conduct by such Holder of a trade or business in the
United States.

U.S. withholding tax will not be imposed on interest paid by a U.S.
corporation if at least 80% of the gross income derived by such corporation
(either directly or through its subsidiaries) during the applicable testing
period is "active foreign business income," as defined in section 861 of the
Code (an "80/20 company"). At present, the Company believes that it qualifies as
an 80/20 company. However, the 80% test for active foreign business income is
applied on a periodic basis, and operations and business plans of the Company
may change in subsequent taxable years. Therefore, while at present it appears
that this exception from withholding is available, no assurances can be made
regarding its future availability.

If the Company is not an 80/20 company, a Non-U.S. Holder will be exempt
from U.S. withholding tax under the Portfolio Interest Exemption, provided that
(A) such Holder does not own, actually or constructively, 10 percent or more of
the total combined voting power of all classes of stock of the Company entitled
to vote, is not a controlled foreign corporation related, directly or
indirectly, to the Company through stock ownership, and is not a bank receiving
interest described in section 881(c)(3)(A) of the Code and (B) the certification
requirement set forth in section 871(h) or section 881(c) of the Code has been
fulfilled with respect to the beneficial owner. Such requirement will be
fulfilled if the beneficial owner of a Bond certifies on IRS Form W-8, under
penalties of perjury, that it is not a U.S. person and provides its name and
address, and (i) such beneficial owner files such Form W-8 with the withholding
agent or (ii) in the case of a Bond held by a securities clearing organization,
bank or other financial institution that holds customers' securities in the
ordinary course of its trade or business, such financial institution files with
the withholding agent a statement that it has received such a statement from the
Holder and furnishes the withholding agent with a copy thereof. Certain
pass-through entities may be required to comply with additional certification
requirements.

If a Non-U.S. Holder of a Bond is engaged in a trade or business in the
United States, and if interest on the Bond is effectively connected with the
conduct of such trade or business, the Non-U.S. Holder, although exempt from the
withholding tax discussed in the preceding paragraph, generally will be subject
to regular U.S. federal income tax on interest and on gain realized on the sale,
exchange or other disposition of a Bond in the same manner as if it were a U.S.
Holder. See "U.S. Holders" above. In lieu of the certificate described in the
preceding paragraph, such a Holder will be required to provide to the Company a
properly executed IRS Form 4224 in order to claim an exemption from withholding
tax on stated interest paid on the Bonds on or before December 31, 1998 and
payments made on or before such date of proceeds from a sale or exchange of a
Bond. Under recently finalized Treasury regulations (the "Final Regulations"),
such a Non-U.S. Holder will be required to provide a Form W-8 to the withholding
agent on which such Holder provides its name, address and TIN and states, under
penalty of perjury, that the interest paid on a Bond and the gain on the sale or
exchange of a Bond is effectively connected with such Holder's U.S. trade or
business in order to obtain an exemption from withholding tax on payments made
after December 31, 1998. In addition, if such Non-U.S. Holder is a foreign
corporation, it may be subject to a branch profits tax equal to 30% (or such
lower rate provided by an applicable treaty) of its effectively connected
earnings and profits for the taxable year, subject to certain adjustments.

The Shares of Common Stock

Dividends

Dividends that are paid by a U.S. corporation to a Non-U.S. Holder and that
are not effectively connected with a trade or business carried on by such
Non-U.S. Holder in the United States (or, if one or more of certain tax treaties
apply, are attributable to a permanent establishment in the United States

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maintained by the Non-U.S. Holder) generally are subject to a 30% U.S.
withholding tax. An exemption from such withholding exists with respect to
dividends paid to Non-U.S. Holders by an 80/20 company. See "Non-U.S. Holders --
The Bonds." Under the provisions of the Code applicable to 80/20 companies, the
proportion of an 80/20 company's dividends equal to such company's total gross
income from foreign sources over its total gross income is exempt from U.S.
withholding tax. At present, the Company believes that it qualifies as an 80/20
company. However, the 80% active foreign business income test is applied on a
periodic basis, and operations and business plans of the Company may change in
subsequent taxable years. Therefore, no assurances can be made regarding the
Company's future status as an 80/20 company. If, for any period or periods, the
Company fails to satisfy the requirements applicable to an 80/20 company, the
withholding agent generally would be required to withhold tax from dividends
paid on shares of Common Stock. If withholding tax is collected on distributions
that do not constitute dividends because the Company lacks earnings and profits,
a Non-U.S. Holder may obtain a refund of the excess amounts withheld by timely
filing a claim for refund with the Internal Revenue Service. The rate of
withholding may be reduced to the extent provided by a tax treaty between the
United States and the country of which the Non-U.S. Holder is a resident for tax
purposes.

In order to claim the benefit of an applicable tax treaty rate, a Non-U.S.
Holder may have to file with the Company or its dividend paying agent an
exemption or reduced treaty rate certificate or letter in accordance with the
terms of such treaty. Under Treasury regulations currently in effect, for
purposes of determining whether tax is to be withheld at a 30% rate or at a
reduced rate as specified by an income tax treaty, the Company ordinarily will
presume that dividends paid to the address in a foreign country are paid to a
resident of such country absent knowledge that such presumption is not
warranted. However, under the Final Regulations, a non-U.S. Holder seeking a
reduced rate of withholding under an income tax treaty generally would be
required to provide to the Company a valid Internal Revenue Service Form W-8
certifying that such Non-U.S. Holder is entitled to benefits under an income tax
treaty. The Final Regulations also provide special rules for determining
whether, for purposes of assessing the applicability of an income tax treaty,
dividends paid to a Non-U.S Holder that is an entity should be treated as being
paid to the entity itself or to the persons holding an interest in that entity.
A Non-U.S. Holder that is eligible for a reduced withholding rate may obtain a
refund of any excess amounts withheld by filing an appropriate claim for a
refund with the Internal Revenue Service.

In the case of dividends that are effectively connected with the Non-U.S.
Holder's conduct of a trade or business within the United States or, if an
income tax treaty applies, attributable to a U.S. permanent establishment of the
Non-U.S. Holder, the Non-U.S. Holder will generally be subject to regular U.S.
income tax in the same manner as if the Non-U.S. Holder were a U.S. resident,
and will be exempt from U.S. withholding tax provided that the Non-U.S. Holder
complies with the requirements for the exemption from withholding for
effectively connected interest described above. A Non-U.S. corporation receiving
effectively connected dividends also may be subject to an additional "branch
profits tax" which is imposed, under certain circumstances, at a rate of 30% (or
such lower rate as may be specified by an applicable treaty) of the Non-U.S.
corporation's "effectively connected earnings and profits," subject to certain
adjustments.

Gain on Disposition of Shares of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax
with respect to gain realized on a sale or other disposition of shares of Common
Stock unless (i) the gain is effectively connected with a trade or business of
such Non-U.S. Holder in the U.S., (ii) in the case of certain Non-U.S. Holders
who are non-resident alien individuals and hold shares of Common Stock as
capital assets, such individuals are present in the U.S. for 183 or more days in
the taxable year of the disposition and either (a) such individuals have a "tax
home" (as defined for U.S. federal income tax purposes) in the United States or
(b) the gain is attributable to an office or other fixed place of business
maintained by such individuals in the United States, (iii) the Non-U.S. Holder
is subject to tax, pursuant to the provisions of the U.S. tax law applicable to
certain U.S. expatriates whose loss of U.S. citizenship has as one of its
principal purposes of avoidance of U.S. taxes, or (iv) under certain
circumstances if the Company is or has been during certain time periods a
"United States real property holding corporation" within the meaning of Section
897(c)(2) of the Code and,

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assuming that the shares of Common Stock are regularly traded on an established
securities market for tax purposes, the Non-U.S. Holder held, directly or
indirectly, at any time within the five-year period preceding such disposition
more than 5% of the outstanding shares of Common Stock. The Company is not, and
does not anticipate becoming, a United States real property holding corporation.

Information Reporting Requirements and Backup Withholding

Under the Treasury regulations, the Company must report annually to the
Internal Revenue Service and to each Non-U.S. Holder the amount of interest and
dividends paid to such holder and any tax withheld with respect to such
dividends. These information reporting requirements apply regardless of whether
withholding is required because the dividends were effectively connected with a
trade or business in the United States of the Non-U.S. Holder or withholding was
reduced or eliminated by an applicable income tax treaty. Copies of the
information returns reporting such dividends and withholding may also be made
available to the tax authorities in the country in which the Non-U.S. Holder is
a resident under the provisions of an applicable income tax treaty or agreement.

U.S. backup withholding (which generally is a withholding tax imposed at
the rate of 31% on certain payments to persons that fail to furnish certain
information under the U.S. information reporting requirements) generally will
not apply to (i) payments on Bonds received by Non-U.S. Holders if the
certifications required by sections 871(h) and 881(c), discussed above, are
received, provided in each case that the Company or such paying agent, as the
case may be, does not have actual knowledge that the payee is a United States
person, (ii) dividends paid to Non-U.S. Holders that are subject to the 30%
withholding discussed above (or that are not so subject because a tax treaty
applies that reduces or eliminates such 30% withholding) or (iii) under current
law, dividends paid to a Non-U.S. Holder at an address outside of the United
States. However, under the Final Regulations, effective as of January 1, 1999, a
Non-U.S. Holder generally will be subject to backup withholding tax on dividends
unless certain certification procedures (or, in the case of payments made
outside the United States with respect to an offshore account, certain
documentary evidence procedures) are satisfied, directly or through a foreign
intermediary. Backup withholding and information reporting generally will apply
to dividends paid to addresses inside the United States on shares of Common
Stock to beneficial owners that are not "exempt recipients" and that fail to
provide in the manner required certain identifying information.

Non-U.S. Holders should consult their tax advisers regarding the
application of information reporting and backup withholding in their particular
situations, the availability of an exemption therefrom, and the procedure for
obtaining such an exemption, if available. Any amounts withheld from a payment
to a Non-U.S. Holder under the backup withholding rules will be allowed as a
credit against such Holder's U.S. federal income tax liability and may entitle
such Holder to a refund, provided that the required information is furnished to
the Internal Revenue Service.

THE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH PROSPECTIVE PURCHASER IS URGED TO CONSULT HIS TAX ADVISOR WITH
RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND
DISPOSITION OF THE BONDS AND SHARES OF COMMON STOCK, INCLUDING THE APPLICATION
AND EFFECT OF THE LAWS OF ANY STATE, LOCAL, FOREIGN, OR OTHER TAX JURISDICTION.

SELLING HOLDERS

The Bonds were originally issued by the Company and sold to certain
Accredited Investors and by UBS Securities, Donaldson, Lufkin & Jenrette
Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Managers"), in a transaction exempt from the registration requirements of
the Securities Act, to persons reasonably believed by the managers to be
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act), or outside the United States to non-U.S. persons in offshore transactions
in reliance on Regulation S under the Securities Act. The Selling Holders may
from time to time offer and sell pursuant to this Prospectus any or all of the
Bonds or Conversion Shares issued upon conversion of the Bonds.
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The following table sets forth information concerning the aggregate
principal amount of Bonds beneficially owned by each Selling Holder and the
number of shares of Common Stock issuable upon conversion of Bonds held thereby,
which may be offered from time to time pursuant to this Prospectus. The table
below has been prepared on the basis of information furnished to the Company by
or on behalf of the Selling Holders. Because the Selling Holders may, pursuant
to this Prospectus, offer all or some portion of the Bonds or the Common Stock
issuable upon conversion of the Bonds, no estimate can be given as to the amount
of the Bonds or the Common Stock issuable upon conversion of the Bonds that will
be held by the Selling Holders upon termination of any such sales. In addition,
the Selling Holders identified below may have converted, sold, transferred or
otherwise disposed of all or a portion of their Bonds since the date on which
they provided the information regarding their Bonds, in transactions exempt from
the registration requirements of the Securities Act.

PRINCIPAL PERCENTAGE
AMOUNT OF SHARES OF OF COMMON
BONDS HELD COMMON STOCK
PRIOR TO THE PERCENTAGE STOCK THAT OUTSTANDING
OFFERING THAT OF BONDS MAY BE AFTER THE
SELLING HOLDER MAY BE SOLD OUTSTANDING(1) SOLD(2) OFFERING(3)
-------------- -------------- -------------- ---------- -----------

1. Aim Balance Fund........................ $ 2,050,000 1.4% 102,500 *
2. Aim Charter Fund........................ 10,000,000 6.9 500,000 *
3. Aim Global Utilities Fund............... 620,000 * 31,000 *
4. Aim V.I. Global Utilities Fund.......... 80,000 * 4,000 *
5. Aim V.I. Growth & Income Fund........... 1,500,000 1.0 75,000 *
6. Alexandra Global Investment Fund I,
Ltd.(5)................................... 18,655,000 12.9 932,750 1.7%
7. Aristeia International Limited.......... 750,000 * 37,500 *
8. Banque Cantonale Vaudoise............... 300,000 * 15,000 *
9. Baring Emerging Europe Trust PLC........ 2,700,000 1.9 135,000 *
10. Barings (Ireland) as trustee to Baring
Eastern Europe Fund..................... 1,800,000 1.2 90,000 *
11. Cassa Di Risparmio Di Firenze Spa....... 2,735,000 1.9 136,750 *
12. CFW-C, L.P.............................. 3,300,000 2.3 165,000 *
13. Credit Suisse First Boston
Corporation(6)............................ 1,870,000 1.3 93,500 *
14. Daiwa Europe Ltd........................ 3,025,000 2.1 151,250 *
15. Deutsche Morgan Grenfell Inc.(6)........ 250,000 * 12,500 *
16. Donaldson, Lufkin & Jenrette Securities
Corporation(6).......................... 4,625,000 3.2 231,250 *
17. Fidelity Investment Trust:
Fidelity International Growth & Income
Fund........................................ 3,000,000 2.1 150,000 *
18. Goldman, Sachs & Co.(6)................. 5,300,000 3.7 265,000 *
19. Global Bermuda Limited Partnership...... 8,300,000 5.7 415,000 *
20. Halcyon Distressed Securities,
L.P.(4)................................... 1,940,000 1.3 97,000 *
21. Halcyon Special Situations, L.P.(4)..... 222,000 * 11,100 *
22. Halcyon Private Paper, L.P.(4).......... 438,000 * 21,900 *
23. Halcyon SFMT 1994, L.P.(4).............. 200,000 * 10,000 *
24. Halcyon SFMT 1994 II, L.P.(4)........... 100,000 * 5,000 *
25. Highbridge International LLC............ 3,500,000 2.4 175,000 *
26. John M. Bader(4)........................ 87,000 * 4,350 *
27. KA Management........................... 2,663,239 1.8 133,162 *
28. KA Trading.............................. 1,311,761 * 65,588 *
30. Kevah Konner(4)......................... 20,000 * 1,000 *
31. Lakeshore International, Ltd............ 2,915,000 2.0 145,750 *
31. Merrill Lynch International
Limited(6)................................ 1,540,250 1.1 77,013 *
32. Morgan Stanley Dean Witter Convertible
Securities Trust........................ 4,000,000 2.8 200,000 *
33. Oz Master Fund, Ltd..................... 3,500,000 2.4 175,000 *
34. Palladin Overseas Fund Limited.......... 500,000 * 25,000 *
35. Ponderosa Value Partners, L.P.(7)....... 200,000 * 10,000 *
36. Sage Capital............................ 100,000 * 5,000 *
37. Salomon Brothers Capital Structure
Arbitrage
Fund - LT............................... 300,000 * 15,000 *

173
177

38. Salomon Brothers Diversified Arbitrage
Strategies Fund............................. 1,150,000 * 57,500 *
39. Salomon Brothers Equity Arbitrage
Finance
Limited I............................... 550,000 * 27,500 *
40. Santander Merchant Bank, Ltd............ 600,000 * 30,000 *
41. SBC Warburg Dillon Read Inc.(6)......... 650,000 * 32,500 *
42. Solar Group S.A......................... 250,000 * 12,500 *
43. The American High Income Trust.......... 7,500,000 5.2 375,000 *
44. The Bond Fund of America, Inc........... 7,500,000 5.2 375,000 *
45. The Gleneagles Fund Company............. 500,000 * 25,000 *
46. Tribeca Investments L.L.C............... 11,260,000 7.8 563,000 1.0%
47. Von Eck/Chubb Global Fund............... 1,000,000 * 50,000 *
48. Ziff Asset Management, L.P.............. 10,000,000 6.9 500,000 *
49. Unnamed holders of Bonds or any future
transferees, pledgees, donees or
successors of or from any such unnamed
holders(8).............................. $ 9,429,750 6.5% 471,488 *

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

* Less than 1%.

(1) The information set forth in this column is based upon $144,787,000
aggregate principal amount of Bonds originally issued.

(2) Assumes conversion of the full amount of Bonds held by such holder at the
conversion rate of $20 in principal amount of Bonds per share of Common
Stock. The conversion rate and the number of shares of Common Stock issuable
upon conversion of the Bonds is subject to adjustment under certain
circumstances. See "Description of the Bonds -- Conversion." Accordingly,
the number of shares of Common Stock issuable upon conversion of the Bonds
may increase or decrease from time to time. Under the terms of the
Indenture, fractional shares will not be issued upon conversion of the
Bonds; cash will be paid in lieu of fractional shares, if any.

(3) Based upon 54,841,140 shares of Common Stock outstanding, as adjusted to
give effect to the Offerings, as of June 30, 1998, treating as outstanding
the total number of shares of Common Stock shown as being issuable upon the
assumed conversion by the named Selling Holder of the full amount of such
Selling Holder's Bonds but not assuming the conversion of the Bonds of any
other Selling Holder.

(4) Halcyon Distressed Securities, L.P., Halcyon Special Situations, L.P.,
Halcyon Private Paper, L.P., Halcyon SFMT 1994, L.P. and Halcyon SFMT 1994
II, L.P. (the "Halcyon Partnerships") are all managed by Halcyon/Alan B.
Slifka Management Company LLC, of which Alan B. Slifka, the Chairman of the
Board of Directors of GTS, is the Managing Principal. Kevah Konner and John
M. Bader are Principals of Halcyon/Alan B. Slifka Management Company LLC.
Alan B. Slifka and affiliates beneficially owned 5,564,325 shares of Common
Stock, representing 10.6% of the outstanding Common Stock and warrants to
purchase Common Stock prior to the Stock Offerings. Such number of shares of
Common Stock includes 2,514,284 shares of Common Stock owned by Mr. Slifka,
49,500 shares of Common Stock held in trust for a minor child and options to
purchase 230,000 shares of Common Stock; 2,563,041 shares of Common Stock
owned by the Halcyon Partnerships and over which Mr. Slifka disclaims
beneficial ownership; 67,500 shares of Common Stock held by GTS 1995
Partners, LP; and 145,000 shares of Common Stock issuable upon the
conversion of Convertible Bonds held by various Halcyon Partnerships which
are managed by Halcyon/Alan B. Slifka Management Company LLC, over which Mr.
Slifka disclaims beneficial ownership. Furthermore, the Company has agreed
to register all of the Common Stock owned by such holders, other than the
Conversion Shares registered hereby and shares sold in the Stock Offerings,
pursuant to a shelf registration statement in consideration of the
undertaking by Mr. Slifka and certain funds and partnerships affiliated with
him not to sell such

174
178
shares thereunder for specified periods of time after the consummation of
the Stock Offerings. See "Shares Eligible for Future Sale."

(5) This Selling Holder has already converted aggregate principal amount of
Bonds equal to $5,155,000 into Conversion Shares.

(6) Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), Deutsche Morgan
Grenfell, Inc. and Merrill Lynch, Pierce, Fenner and Smith Incorporated
("Merrill Lynch") acted as Managers in the Original Offering, pursuant to a
Subscription Agreement dated July 9, 1997. DLJ was also an Initial Purchaser
of HER Notes. DLJ, Merrill Lynch Credit Suisse First Boston Corporation,
Goldman Sachs & Co. and SBC Warburg Dillon Read Inc., among others, acted as
underwriters in the IPO, DLJ and Merrill Lynch acted as underwriters in the
Company's Offering of its 9 7/8% Notes. In addition, DLJ, Merrill Lynch and
Goldman, Sachs & Co. are acting as underwriters in the Offerings. Each of
the entities named above or their affiliates have provided, and may provide
in the future, investment banking services to the Company, for which they
received or will receive, customary fees. Deutsche Morgan Grenfell, Inc. may
also perform lending or other credit services to the Company, for which they
will receive customary fees.

(7) An affiliate of this holder acted as a consultant to the Company in
connection with the Original Offering, the IPO and the offering of HER
Notes.

(8) Assumes that the unnamed holder of the Bonds or any future transferees,
pledgees, donees or successors of or from any such unnamed holder do not
beneficially own any Common Stock other than the Common Stock issuable upon
conversion of the Bonds at the conversion rate of $20. No such unnamed
holder may offer Bonds pursuant to this Prospectus until such unnamed holder
is included as a Selling Holder in a supplement to this Prospectus in
accordance with the Registration Rights Agreement.

Because the Selling Holders may, pursuant to this Prospectus, offer all or
some portion of the Bonds or the Common Stock issuable upon conversion of the
Bonds, no estimate can be given as to the amount of the Bonds or the Common
Stock issuable upon conversion of the Bonds that will be held by the Selling
Holders upon termination of any such sales. See "Plan of Distribution." In
addition, the Selling Holders identified below may have converted, sold,
transferred or otherwise disposed of all or a portion of their Bonds since the
date on which they provided the information regarding their Bonds, in
transactions exempt from the registration requirements of the Securities Act.

Other than as set forth above, none of the Selling Holders listed above has
had any material relationship with the Company within the past three years. The
Company and its directors, executive officers and certain stockholders have
agreed, subject to certain exceptions, not to offer, pledge or sell Bonds or
Common Stock for a period of 90 days after the consummation of the Offerings. In
addition, the Company has agreed to register certain shares held by affiliates
of Mr. Silfka within in consideration of such shareholders' undertaking to be
bound by the Restrictions. See "Certain Related Party Transactions" and "Shares
Eligible for Future Sale."

Only Selling Holders identified above who have complied with the conditions
to being included as Selling Holders and who beneficially own the Bonds set
forth opposite each such Selling Holders' name in the foregoing table on the
effective date of the Registration Statement may sell such Bonds pursuant to
this Prospectus. The Company may from time to time, in accordance with the
Registration Rights Agreement, include additional Selling Holders in supplements
to this Prospectus.

175
179

PLAN OF DISTRIBUTION

The Offered Securities may be sold from time to time to purchasers directly
by the Selling Holders. Alternatively, the Selling Holders may from time to time
offer the Offered Securities to or through underwriters, broker/dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Holders or the purchasers of such
securities for whom they may act as agents. The Selling Holders and any
underwriters, broker/dealers or agents that participate in the distribution of
Offered Securities may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of such securities and any discounts,
commissions, concessions or other compensation received by any such underwriter,
broker/dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.

The Offered Securities may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices. The
sale of Offered Securities may be effected in transactions (which may involve
crosses or block transactions) (i) on any national securities exchange or
quotation service on which the Offered Securities may be listed or quoted at the
time of sale, (ii) in the over-the-counter markets, (iii) in transactions
otherwise than on such exchange or in the over-the-counter market or (iv)
through the writing of options. At the time a particular offering of the Offered
Securities is made, a Prospectus Supplement, if required, will be distributed
which will set forth the aggregate amount and type of Offered Securities being
offered and the terms of the offering, including the name or names of any
underwriter, broker/dealers or agents, any discounts, commissions and other
terms constituting compensation from the Selling Holders and any discounts,
commissions or concessions allowed or reallowed or paid to broker/dealers.

To comply with the securities laws of certain jurisdictions, if applicable,
the Offered Securities will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the Offered Securities may not be offered or sold unless they have
been registered or qualified for sale in such jurisdictions or any exemption
from registration or qualification is available and is complied with.

The Selling Holders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provision may limit
the timing of purchases and sales of any of the Offered Securities by the
Selling Holders. The foregoing may affect the marketability of such securities.

Pursuant to the Registration Rights Agreement, all expenses of the
registration of the Offered Securities will be paid by the Company, including
without limitation, Commission filing fees and expense of compliance with state
securities or "blue sky" laws; provided, however, that the Selling Holders will
pay all underwriting discounts and selling commissions, if any. The Selling
Holders will be indemnified by the Company against certain civil liabilities,
including certain liabilities under the Securities Act, or will be entitled to
contribution in connection therewith. The Company will be indemnified by the
Selling Holders severally against certain civil liabilities including certain
liabilities under the Securities Act, or will be entitled to contribution in
connection therewith.

176
180

LEGAL MATTERS

The validity of the Offered Securities offered hereby will be passed upon
for the Company by Shearman & Sterling, New York, New York.

EXPERTS

The consolidated financial statements of Global TeleSystems Group, Inc. as
of December 31, 1996 and 1997, and for each of the three years in the period
ended December 31, 1997 appearing in this Prospectus and Registration Statement,
have been audited by Ernst & Young, LLP, independent auditors, as set forth in
their report appearing elsewhere herein and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

The financial statements of EDN Sovintel as of December 31, 1997 and 1996,
and for each of the three years in the period ended December 31, 1997, appearing
in this Prospectus and Registration Statement, have been audited by Ernst &
Young (CIS) Ltd., independent auditors, as set forth in their report appearing
elsewhere herein and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

177
181

INDEX TO FINANCIAL STATEMENTS

GLOBAL TELESYSTEMS GROUP, INC.

PAGE
----

YEAR END FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors......... F-2
Consolidated Balance Sheets as of December 31, 1996 and
1997................................................... F-3
Consolidated Statements of Operations for the years ended
December 31, 1995, 1996, and 1997...................... F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1996, and 1997...................... F-5
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1995, 1996, and 1997.......... F-6
Notes to Consolidated Financial Statements................ F-7

SECOND QUARTER FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of December 31,
1997 and June 30, 1998................................. F-27
Condensed Consolidated Statements of Operations for the
Three and Six Months ended June 30, 1997 and 1998...... F-28
Condensed Consolidated Statements of Cash Flows for the
Three and Six Months Ended June 30, 1997 and 1998...... F-29
Notes to Condensed Consolidated Financial Statements...... F-30

EDN SOVINTEL

YEAR END FINANCIAL STATEMENTS
Report of Ernst & Young (CIS) Limited, Independent
Auditors............................................... F-34
Balance Sheets as of December 31, 1997 and 1996........... F-35
Statements of Income and Retained Earnings for the years
ended December 31, 1997, 1996, and 1995................ F-36
Statements of Cash Flows for the years ended December 31,
1997, 1996, and 1995................................... F-37
Notes to Financial Statements............................. F-38

SECOND QUARTER FINANCIAL STATEMENTS
Condensed Balance Sheets as of December 31, 1997 and June
30, 1998............................................... F-46
Condensed Statements of Operations for the Three and Six
Months ended June 30, 1997 and 1998.................... F-47
Condensed Statements of Cash Flows for the Three and Six
Months ended June 30, 1997 and 1998.................... F-48
Notes to Condensed Financial Statements................... F-49

F-1
182

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors
Global TeleSystems Group, Inc.

We have audited the accompanying consolidated balance sheets of Global
TeleSystems Group, Inc. as of December 31, 1996 and 1997, and the related
consolidated statements of operations, cash flows, and shareholders' equity for
each of the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Global
TeleSystems Group, Inc. at December 31, 1996 and 1997, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.

Ernst & Young LLP

Vienna, Virginia
February 26, 1998,
except for Note 17,
as to which the date is
September 25, 1998

F-2
183

GLOBAL TELESYSTEMS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

DECEMBER 31,
----------------------
1996 1997
--------- ---------
(IN THOUSANDS,
EXCEPT SHARE DATA)

CURRENT ASSETS
Cash and cash equivalents................................. $ 57,874 $ 318,766
Accounts receivable, net.................................. 8,920 17,079
Restricted cash........................................... 13,627 30,486
Prepaid expenses.......................................... 2,537 14,101
Other assets.............................................. 2,396 6,707
--------- ---------
TOTAL CURRENT ASSETS.............................. 85,354 387,139
Property and equipment, net................................. 35,463 236,897
Investments in and advances to ventures..................... 104,459 76,730
Goodwill and intangible assets, net of accumulated
amortization of $3,916 and $10,184 at December 31, 1996
and 1997, respectively.................................... 9,548 43,284
Restricted cash............................................. 2,554 36,411
--------- ---------
TOTAL ASSETS...................................... $ 237,378 $ 780,461
========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses..................... $ 15,211 $ 61,984
Debt maturing within one year............................. 16,261 6,390
Current portion of capital lease obligations.............. -- 21,490
Related party debt maturing within one year............... 4,947 5,708
Other current liabilities................................. 2,040 6,301
--------- ---------
TOTAL CURRENT LIABILITIES......................... 38,459 101,873
Long-term debt, less current portion........................ 5,260 408,330
Long-term portion of capital lease obligations.............. -- 117,645
Related party long-term debt, less current portion.......... 59,079 79,796
Taxes and other non-current liabilities..................... 14,664 14,595
--------- ---------
TOTAL LIABILITIES................................. 117,462 722,239
COMMITMENTS AND CONTINGENCIES
Minority interest......................................... 1,915 18,766
Common stock, subject to repurchase (325,000 shares and
797,100 shares outstanding at December 31, 1996 and 1997,
respectively)............................................. 4,333 12,489
SHAREHOLDERS' EQUITY
Preferred stock, $0.0001 par value (10,000,000 shares
authorized; none issued and outstanding)............... -- --
Common stock, $0.10 par value (135,000,000, shares
authorized; 34,589,106, and 37,606,814 shares issued
and outstanding, net of 116,639 and 195,528 shares of
treasury stock at December 31, 1996 and 1997,
respectively).......................................... 3,459 3,761
Additional paid-in capital................................ 238,268 274,359
Cumulative translation adjustment......................... (2,161) (8,269)
Accumulated deficit....................................... (125,898) (242,884)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY........................ 113,668 26,967
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $ 237,378 $ 780,461
========= =========

The accompanying notes are an integral part of these financial statements.
F-3
184

GLOBAL TELESYSTEMS GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31,
---------------------------------------
1995 1996 1997
---------- ---------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

REVENUES, NET:
Telecommunication and other services.................... $ 5,979 $ 19,210 $ 41,300
Equipment sales......................................... 2,433 4,907 5,798
-------- -------- ---------
8,412 24,117 47,098
-------- -------- ---------
OPERATING COSTS AND EXPENSES
Cost of revenues:
Telecommunication and other services................. 8,150 14,741 37,206
Equipment sales...................................... 246 4,200 5,513
Selling, general and administrative..................... 37,291 47,940 68,425
Depreciation and amortization........................... 3,491 4,165 6,227
Non-income taxes........................................ 234 850 2,085
-------- -------- ---------
49,412 71,896 119,456
Write-off of venture-related assets..................... -- -- 1,673
Equity in losses of ventures............................ 7,871 10,150 14,599
-------- -------- ---------
Loss from operations...................................... (48,871) (57,929) (88,630)
OTHER INCOME/(EXPENSE):
Other non-operating income.............................. 10,270 -- --
Interest income......................................... 2,177 3,569 11,361
Interest expense........................................ (728) (11,122) (39,086)
Foreign currency losses................................. (685) (1,176) (1,826)
-------- -------- ---------
11,034 (8,729) (29,551)
-------- -------- ---------
Net loss before income taxes and minority interest........ (37,837) (66,658) (118,181)
Income taxes.............................................. 2,565 1,360 2,482
-------- -------- ---------
Net loss before minority interest......................... (40,402) (68,018) (120,663)
Minority interest......................................... 2 27 3,677
-------- -------- ---------
Net loss.................................................. $(40,400) $(67,991) $(116,986)
======== ======== =========
Net loss per share........................................ $ (1.70) $ (2.33) $ (3.26)
======== ======== =========
Weighted average common shares outstanding................ 23,707 29,157 35,833
======== ======== =========

The accompanying notes are an integral part of these financial statements.

F-4
185

GLOBAL TELESYSTEMS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
---------------------------------
1995 1996 1997
-------- -------- ---------
(IN THOUSANDS)

OPERATING ACTIVITIES
Net loss................................................ $(40,400) $(67,991) $(116,986)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:
Depreciation and amortization........................... 3,721 7,444 14,843
Amortization of discount on note payable................ -- 3,598 5,023
Equity in losses of ventures, net of dividends
received............................................. 7,871 11,123 17,474
Deferred interest....................................... -- 6,583 12,970
Write-off of venture related assets..................... -- -- 1,673
Non-cash compensation................................... -- -- 4,571
Minority interest....................................... (2) (27) (3,677)
Other................................................... 2,577 1,342 2,985
Changes in assets and liabilities, excluding effects of
acquisitions and ventures:
Accounts receivable.................................. (1,557) (6,996) (10,900)
Prepaid expenses..................................... (438) (605) (7,522)
Accounts payable and accrued expenses................ 12,820 (1,694) 34,925
Other changes in assets and liabilities.............. 9,474 8,207 (3,984)
-------- -------- ---------
NET CASH USED IN OPERATING ACTIVITIES........... (5,934) (39,016) (48,605)
INVESTING ACTIVITIES Investments in and advances to
ventures, net of repayments............................. (45,102) (54,932) 5,943
Purchases of property and equipment..................... (24,324) (12,195) (45,148)
Restricted cash......................................... (2,543) (13,138) (62,924)
Acquisitions, net of cash acquired...................... (1,871) -- 1,050
Goodwill and other intangibles.......................... (6,181) (487) (2,196)
Other investing activities.............................. 2,069 (125) (149)
-------- -------- ---------
NET CASH USED IN INVESTING ACTIVITIES........... (77,952) (80,877) (103,424)
FINANCING ACTIVITIES
Proceeds from debt...................................... 23,325 63,599 409,817
Payment of debt issue costs............................. (779) (2,777) (24,927)
Net proceeds from issuance of common stock.............. 42,175 107,775 36,432
Other financing activities.............................. (750) -- (536)
-------- -------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES....... 63,971 168,597 420,786
Effect of exchange rate changes on cash and cash
equivalents............................................. (676) 126 (7,865)
-------- -------- ---------
Net (decrease) increase in cash and cash equivalents...... (20,591) 48,830 260,892
Cash and cash equivalents at beginning of year............ 29,635 9,044 57,874
-------- -------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR.................. $ 9,044 $ 57,874 $ 318,766
======== ======== =========

The accompanying notes are an integral part of these financial statements.

F-5
186

GLOBAL TELESYSTEMS GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997

COMMON STOCK ADDITIONAL CUMULATIVE TOTAL
--------------- PAID-IN TRANSLATION ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT CAPITAL ADJUSTMENT DEFICIT EQUITY
------ ------ ---------- ----------- ----------- -------------
(IN THOUSANDS)

BALANCE AT DECEMBER 31, 1994.................... 20,781 $2,078 $ 70,359 $ (246) $ (17,507) $ 54,684
Proceeds from the sale of common stock, net of
expenses of $3,680.......................... 5,091 509 41,629 -- -- 42,138
Translation adjustment........................ -- -- -- (1,289) -- (1,289)
Net loss...................................... -- -- -- -- (40,400) (40,400)
Other......................................... 333 33 156 -- -- 189
------ ------ -------- ------- --------- ---------
BALANCE AT DECEMBER 31, 1995.................... 26,205 2,620 112,144 (1,535) (57,907) 55,322
Proceeds from the sale of common stock, net of
expenses of $3,567.......................... 8,349 835 106,909 -- -- 107,744
Issuance of 7,223 warrants in connection with
debt financing.............................. -- -- 20,184 -- -- 20,184
Translation adjustment........................ -- -- -- (626) -- (626)
Net loss...................................... -- -- -- -- (67,991) (67,991)
Other......................................... 35 4 (969) -- -- (965)
------ ------ -------- ------- --------- ---------
BALANCE AT DECEMBER 31, 1996.................... 34,589 3,459 238,268 (2,161) (125,898) 113,668
Proceeds from the sale of common stock, net of
expenses of $2,777.......................... 2,503 250 36,182 -- -- 36,432
Translation adjustment........................ -- -- -- (6,108) -- (6,108)
Net loss...................................... -- -- -- -- (116,986) (116,986)
Other......................................... 515 52 (91) -- -- (39)
------ ------ -------- ------- --------- ---------
BALANCE AT DECEMBER 31, 1997.................... 37,607 $3,761 $274,359 $(8,269) $(242,884) $ 26,967
====== ====== ======== ======= ========= =========

The accompanying notes are an integral part of these financial statements.

F-6
187

GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: NATURE OF BUSINESS OPERATIONS

Global TeleSystems Group, Inc. ("GTS" or "the Company"), is a provider of a
broad range of telecommunications services to businesses, other
telecommunications service providers and consumers through its operation of
voice and data networks, international gateways, local access and cellular
networks and the provision of various value-added services in the Commonwealth
of Independent States ("CIS"), primarily Russia, Central Europe, and India and
China ("Asia"). The Company, through two of its ventures, is also building a new
infrastructure for transporting international voice, data and video traffic for
other carriers throughout Western Europe and for worldwide international voice,
data and video traffic that either originates or terminates in, or transits
through, Western Europe. See further discussion of the Company's business
operations within Note 3, "Investments In and Advances to Ventures," and Note
14, "Segment Information and Certain Geographical Data."

Certain of the Company's ventures are in the early stages of operations in
the telecommunications industry. The Company's businesses are developing
rapidly; some are in countries with an emerging economy, which by nature have an
uncertain economic, political and regulatory environment. The general risks of
operating businesses in the CIS and other developing countries include the
possibility for rapid change in government policies, economic conditions, the
tax regime and foreign currency regulations.

The ultimate recoverability of the Company's investments in and advances to
ventures is dependent on many factors including, but not limited to, the
economies of the countries in which it does business; the ability of the Company
to maintain the necessary telecommunications licenses; and the ability of the
Company to obtain sufficient financing to continue to meet its capital and
operational commitments.

On December 1, 1997, the Company filed an amendment to its Certificate of
Incorporation to effect an increase in the authorized common shares from
60,000,000 to 135,000,000; a 3 for 2 common share stock split, 1 1/2 common
shares for every common share issued and outstanding; and an increase in the par
value of its authorized common shares from $0.0001 to $0.10 on a post-split
basis. Accordingly, the Company has presented share and per share data for
issued and outstanding shares as well as options and warrants on a restated
basis to give effect to the increase in authorized common shares, the stock
split and the increase in par value for its capital stock.

Subsequent to year end, the Company completed an initial public offering of
12.8 million shares of common stock at $20 per common share (the "Stock
Offering"). The Company also issued aggregate principal amount $105.0 million of
9.875% senior notes due 2005 (the "Notes Offering" and together with the Stock
Offering, the "Offerings"). See Note 15, "Subsequent Events."

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

Wholly-owned subsidiaries and majority-owned ventures where the Company has
unilateral operating and financial control are consolidated. Those ventures
where the Company exercises significant influence, but does not exercise
unilateral operating and financial control are accounted for by the equity
method. The Company has certain majority-owned ventures that are accounted for
by the equity method as a result of minority shareholder rights, super majority
voting conditions or other governmentally imposed uncertainties so severe that
they prevent the Company from obtaining unilateral control of the venture. If
the Company has little ability to exercise significant influence over a venture,
the venture is accounted for by the cost method. All significant intercompany
accounts and transactions are eliminated upon consolidation.

The Company recognizes profits and losses in accordance with its underlying
ownership percentage or allocation percentage as specified in the agreements
with its partners; however, the Company recognizes 100% of the losses in
ventures where the Company bears all of the financial risk. When such ventures
become

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GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

profitable, the Company recognizes 100% of the profits until such time as the
excess losses previously recognized have been recovered.

RECLASSIFICATIONS

Certain reclassifications have been made to the 1995 and 1996 consolidated
financial statements in order to conform to the 1997 presentation.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of
three months or less at the time of purchase to be cash equivalents. The Company
had $16.2 million and $66.9 million of restricted cash at December 31, 1996 and
1997, respectively. The restricted cash is primarily related to cash held in
escrow for interest payments associated with the Company's debt obligations.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Depreciation, which includes the
amortization of assets recorded under capital leases, is calculated on a
straight-line basis over the lesser of the estimated lives, ranging from five to
ten years for telecommunications equipment and three to five years for
furniture, fixtures and equipment and other property, or their contractual term.
Construction in process reflects amounts incurred for the configuration and
build-out of telecommunications equipment and telecommunications equipment not
yet placed into service. Maintenance and repairs are charged to expense as
incurred.

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
34, "Capitalization of Interest Costs," the Company intends to capitalize
material interest costs associated with the construction of capital assets for
business operations and amortize the costs over the assets' useful lives. The
Company has not capitalized any interest costs through December 31, 1997.

GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of acquisition costs over the fair market
value of the net assets of acquired businesses and is being amortized on a
straight-line basis over their estimated useful lives ranging from three to ten
years. Intangible assets, principally telecommunications service contracts,
licenses and deferred financing costs, are amortized on a straight-line basis
over the lesser of their estimated useful lives, generally three to fifteen
years, or their contractual term. In accordance with Accounting Principles Board
("APB") Opinion No. 17, "Intangible Assets," the Company continues to evaluate
the amortization period to determine whether events or circumstances warrant
revised amortization periods. Additionally, the Company considers whether the
carrying value of such assets should be reduced based on the future benefits of
its intangible assets.

LONG-LIVED ASSETS

In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," long-lived
assets to be held and used by the Company are reviewed to determine whether any
events or changes in circumstances indicate that the carrying amount of the
asset may not be recoverable. For long-lived assets to be held and used, the
Company bases its evaluation on such impairment indicators as the nature of the
assets, the future economic benefit of the assets, any historical or future
profitability measurements, as well as other external market conditions or
factors that may be present. If such impairment indicators are present or other
factors exist that indicate that the carrying amount of the asset may not be
recoverable, the Company determines whether an impairment has occurred through
the use of an undiscounted cash flows analysis of assets at the lowest level for
which identifiable cash flows exist. If an

F-8
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GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

impairment has occurred, the Company recognizes a loss for the difference
between the carrying amount and the estimated value of the asset. The fair value
of the asset is measured using quoted market prices or, in the absence of quoted
market prices, fair value is based on an estimate of discounted cash flow
analysis. During the year ended December 31, 1996, the Company's analyses
indicated that there was not an impairment of its long-lived assets. During the
year ended December 31, 1997, the Company's analyses indicated that there was an
impairment of its long-lived assets. Accordingly, the Company recorded a
write-down of long-lived assets associated with its investments in the Asia and
Central Europe regions (see Note 3, "Investments in and Advances to Ventures").

INCOME TAXES

The Company uses the liability method of accounting for income taxes.
Deferred income taxes result from temporary differences between the tax basis of
assets and liabilities and the basis as reported in the consolidated financial
statements. The Company does not provide for deferred taxes on the undistributed
earnings of its foreign companies, as such earnings are intended to be
permanently reinvested in those operations.

FOREIGN CURRENCY TRANSLATION

The Company follows a translation policy in accordance with SFAS No. 52,
"Foreign Currency Translation." In most instances, the local currency is
considered the functional currency for the Company's subsidiaries and ventures,
except for operations in the CIS, where the U.S. dollar has been designated as
the functional currency. Assets and liabilities of these subsidiaries and
ventures are translated at the rates of exchange at the balance sheet date.
Income and expense accounts are translated at average monthly rates of exchange.
The resultant translation adjustments are included in the cumulative translation
adjustment, a separate component of shareholders' equity. Gains and losses from
foreign currency transactions of these subsidiaries and ventures are included in
the operations of the subsidiary or venture.

For those ventures operating in the CIS, the temporal method for
translating assets and liabilities is used. Accordingly, monetary assets and
liabilities are translated at current exchange rates while non-monetary assets
and liabilities are translated at their historical rates. Income and expense
accounts are translated at average monthly rates of exchange. The resultant
translation adjustments are included in the operations of the subsidiaries and
ventures.

REVENUE RECOGNITION

The Company records as revenue the amount of telecommunications services
rendered, as measured primarily by the minutes of traffic processed, after
deducting an estimate of the traffic that will be neither billed nor collected.
Revenue from service or consulting contracts is accounted for when the services
are provided. Equipment sales revenue is generally recognized upon shipment of
the equipment. Billings received in advance of service being performed are
deferred and recognized as revenue as the service is performed.

NET LOSS PER SHARE

During 1997, the Company adopted SFAS No. 128, "Earnings Per Share," which
requires the Company to present basic and fully diluted earnings per share for
all years presented. The Company's net loss per share calculation (basic and
fully diluted) is based upon the weighted average common shares issued. There
are no reconciling items in the numerator or denominator of the Company's net
loss per share calculation. Employee stock options, warrants, and convertible
debt instruments have been excluded from the net loss per share calculation
because their effect would be anti-dilutive (see Note 5, "Debt Obligations,"
Note 6, Shareholders' Equity and Note 7, "Stock Option Plans").

F-9
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GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company believes that the carrying amount of its financial instruments
reported in the balance sheets approximates their fair value.

OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration
of credit risk consist primarily of cash and cash equivalents and accounts and
notes receivable. The Company maintains most of its cash and cash equivalents in
one high-quality U.S. financial institution. The Company extends credit to
various customers and establishes an allowance for doubtful accounts for
specific customers that it determines to have significant credit risk. The
Company provides allowances for potential credit losses when necessary.

The Company does not currently hedge against foreign currency fluctuations,
although the Company may implement such practices in the future. Under current
practices, the Company's results of operations could be adversely affected by
fluctuations in foreign currency exchange rates.

STOCK BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes a fair
value method of accounting for employee stock options and similar equity
instruments. The fair value method requires compensation cost to be measured at
the grant date based on the value of the award and is recognized over the
service period. SFAS No. 123 allows companies to either account for stock-based
compensation under the new provisions of SFAS No. 123 or under the provisions of
APB No. 25, "Accounting for Stock Issued to Employees." The Company has elected
to account for its stock-based compensation in accordance with the provisions of
APB No. 25 and presents pro forma disclosures of net loss as if the fair value
method had been adopted.

USES OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS

The preparation of these consolidated financial statements, in conformity
with generally accepted accounting principles, requires management to make
estimates and assumptions that affect amounts in the financial statements and
accompanying notes and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

NEW ACCOUNTING STANDARDS

The Financial Accounting Standards Board has issued two new standards which
become effective for reporting periods beginning after December 15, 1997. SFAS
No. 130, "Reporting Comprehensive Income," requires additional disclosures with
respect to certain changes in assets and liabilities that previously were not
required to be reported as results of operations for the period. The Company
will begin making the additional disclosures required by SFAS No. 130 in the
first quarter of 1998. SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," requires financial and descriptive
information with respect to "operating segments" of an entity based on the way
management disaggregates the entity for making internal operating decisions. The
Company will begin making the disclosures required by SFAS No. 131 with
financial statements for the period ending December 31, 1998.

NOTE 3: INVESTMENTS IN AND ADVANCES TO VENTURES

The Company has various investments in ventures that are accounted for by
the equity method. The Company's ownership percentages in its equity method
investments range from 49% to 80%. The Company has no investments in ventures
that are accounted for by the cost method.

F-10
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GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of the Company's investments in and advances to ventures are
as follows:

DECEMBER 31,
-------------------
1996 1997
-------- -------
(IN THOUSANDS)

Equity in net assets acquired............................... $ 41,105 $31,183
Excess of investment cost over equity in net assets acquired
net of amortization of $4,347 and $4,851 at December 31,
1996 and 1997, respectively............................... 11,288 7,582
Accumulated (losses) earnings recognized.................... (13,840) 14,659
Dividends................................................... (973) (3,848)
Cash advances and other..................................... 66,879 27,154
-------- -------
Total investments in and advances to ventures..... $104,459 $76,730
======== =======

In applying the equity method of accounting, the Company's policy is to
amortize the excess of investment cost over equity in net assets acquired based
upon an assignment of the excess to the fair value of the venture's identifiable
tangible and intangible assets, with any unassigned amounts designated as
goodwill. The Company then amortizes the allocated costs in accordance with its
policies defined in Note 2, "Summary of Significant Accounting Policies."

The Company has financed the operating and investing cash flow requirements
of several of its ventures in the form of cash advances. The Company anticipates
that these ventures will generate sufficient cash inflows for the repayment of
the cash advances as their businesses mature. Also, due to the long-term nature
of the anticipated repayment period and the potential risk associated with the
repatriation of the cash advances, the Company has aggregated its investments in
and cash advances to the ventures.

The Company's share of the ventures' foreign currency translation
adjustments is reflected in the investment accounts.

INVESTMENT RECOVERABILITY

The Company periodically evaluates the recoverability of its equity
investments, in accordance with APB No. 18, "The Equity Method of Accounting for
Investments in Common Stock," and if circumstances arise where a loss in value
is considered to be other than temporary, the Company will record a write-down
of excess investment cost. The Company's recoverability analysis is based on the
projected undiscounted cash flows of the operating ventures, which is the lowest
level of cash flow information available. As of December 31, 1997, the Company
recorded a write-off of approximately $5.4 million, which represented the net
balance of certain investments in and advances to ventures located in Asia
(primarily Beijing Tianmu and V-Tech) and Central Europe (Eurohivo) which were
stated in excess of their net realizable value. The entire net balance of these
investments in and advances to ventures was written-off based on the fact that
these ventures project overall negative cash flows for the foreseeable future.
The ventures projected future operations deteriorated during 1997 as a result of
problems dealing with one of its partners, the inability of the

F-11
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GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ventures to develop markets for its services, and technical problems. The
components of the charge, which was classified as equity in losses of ventures,
were as follows:

Equity in net assets acquired............................... $ 17,093
Excess of investment cost over equity in net assets
acquired.................................................. 593
Accumulated (losses) earnings recognized.................... (23,253)
Dividends................................................... --
Cash advances and other..................................... 10,921
--------
Net write-off as of December 31, 1997....................... $ 5,354
========

Prior to the write-off detailed above, the Company included approximately
$14.4 million in its accumulated losses (of the $14.4 million, approximately
$13.5 million related to the write-off of advances to several Chinese owned
operating telecommunications companies to which the Company provides technical
and financial assistance and $0.9 million related to the write-off of
inventories, receivables, and other assets) which represented the Company's
share of asset write-offs recorded by certain of the Company's equity method
investments in Asia during the year ended December 31, 1997. Such write-offs,
for the same reasons mentioned in the previous paragraph, were recorded by the
Company's equity method investments pursuant to SFAS No. 121 and are included in
the $(23.3) million accumulated (losses) detailed above. Additionally, during
the year ended December 31, 1997 the Company recorded a charge of $1.7 million
in order to write off certain holding company assets associated with the
ventures located in Asia and Central Europe. This charge has been included as a
separate line item in the Company's statement of operations.

HERMES EUROPE RAILTEL B.V. ("HER") RECAPITALIZATION

During the year ended December 31, 1997, HER recapitalized its equity
structure and amended its existing shareholder agreement. In connection with the
HER recapitalization the Company contributed approximately $51.8 million and
converted existing note receivables of approximately $28.4 million in exchange
for an additional 29% equity interest in HER. As a result of the
recapitalization and amended shareholder agreement, the Company obtained
unilateral control over HER. As such, HER has been consolidated into the
Company's financial statements effective July 6, 1997, the effective date of the
recapitalization. The Company recognized approximately $8.7 million of goodwill
in connection with the recapitalization. As a result of the Company's loss
recognition policy, the consolidation of HER would not have a material impact on
the Company's historical financial position or operating results and thus no pro
forma information is disclosed herein.

As of December 31, 1997, the consolidation of HER resulted in reductions of
$72.9 million, $10.0 million, and $4.6 million in the equity in net assets
acquired, excess of investment cost over equity in net assets acquired, and cash
advances and other, respectively. Additionally, as of December 31, 1997 the
consolidation of HER had a $21.4 million favorable impact on the accumulated
(losses) earnings recognized.

F-12
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GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CHANGES IN THE INVESTMENTS IN AND ADVANCES TO VENTURES

The changes in the investments in and advances to ventures are as follows:

DECEMBER 31,
--------------------
1996 1997
-------- --------
(IN THOUSANDS)

Balance, at beginning of period............................. $ 56,153 $104,459
Equity in net assets acquired............................... 22,441 80,054
Excess of investment cost over equity in net assets
acquired.................................................. 5,288 10,187
Dividends................................................... (973) (2,875)
Cash advances (repayments) and other........................ 31,700 (24,171)
Effect of consolidating equity method company............... -- (76,325)
-------- --------
58,456 (13,130)
Equity ownership in losses.................................. (3,122) (5,552)
Excess losses recognized over amount attributable to
ownership
interest.................................................. (4,451) (10,610)
Amortization of excess of investment cost over equity in net
assets acquired........................................... (2,577) (3,313)
Loss in value that is other than temporary.................. -- (5,354)
Effect of consolidating equity method company............... -- 10,230
-------- --------
(10,150) (14,599)
-------- --------
Balance, at end of period................................... $104,459 $ 76,730
======== ========

As of December 31, 1997, the significant investments accounted for under
the equity method and the percentage interest owned consist of the following:

EQUITY OWNED SUBSIDIARIES OWNERSHIP %
------------------------- -----------

EDN Sovintel................................................ 50%
Sovam Teleport.............................................. 67%
GTS Ukrainian TeleSystems, L.L.C. (holds a 49% interest in
Bancomsvyaz).............................................. 60%
GTS-Vox Limited (holds a 95% interest in TeleCommunications
of Moscow)................................................ 52.64%
TeleRoss Ventures -- 13 joint ventures in various regions in
the CIS................................................... 50%
Vostok Ventures -- 12 joint ventures in various regions in
the CIS................................................... 50-70%
PrimTelefone................................................ 50%
GTS Monaco Access S.A.M..................................... 50%

In connection with a purchase of a venture during 1995, the Company is
required to pay additional consideration through 1998, in shares of the
Company's common stock, based on the actual earnings of the venture. The
Company's maximum obligation pursuant to this agreement is to issue 1,121,640
shares of common stock. The Company will recognize any additional consideration
paid under this agreement as goodwill. During the first quarter of 1998, the
Company will issue additional shares based on the venture's 1997 earnings (see
Note 15, "Subsequent Events").

During 1996 and 1997, the Company, in connection with a venture investment,
entered into two financing agreements with a shareholder of the Company for a
total of approximately $8.6 million. Subject to certain conditions, the
shareholder has the right to require the repayment of this amount in cash or by
exchange for 713,311 shares of the Company's common stock. Subsequent to the
Stock Offering, repayment of this financing is due on demand and must be in
exchange for the Company's common stock. This amount has been included in "Other
financing agreements" (see Note 5, "Debt Obligations").

F-13
194
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Subsequent to year end, the Company purchased the remaining interest in
Sovam Teleport, one of its equity method investments in the CIS.

The following tables present condensed financial information of the
Company's ventures that are accounted for by the equity method of accounting as
of December 31, 1996 and 1997.

YEAR ENDED DECEMBER 31, 1996

MAJORITY OWNED 50% OR LESS TOTAL EQUITY
EQUITY METHOD ENTITIES VENTURES OWNED VENTURES METHOD VENTURES
---------------------- -------------- -------------- ---------------
(IN THOUSANDS)

Revenue.......................................... $36,202 $107,270 $143,472
Gross margin..................................... 17,109 45,937 63,046
Net income (loss)................................ 3,240 (8,460) (5,220)
Equity in net losses............................. (1,091) (6,482) (7,573)
Current assets................................... 27,293 50,689 77,982
Total assets..................................... 48,174 146,483 194,657
Current liabilities.............................. 19,416 68,474 87,890
Total liabilities................................ 24,987 102,332 127,319
Net assets....................................... 23,187 44,151 67,338
Ownership interest in equity in net assets....... 14,912 19,513 34,425

YEAR ENDED DECEMBER 31, 1997

MAJORITY OWNED 50% OR LESS TOTAL EQUITY
EQUITY METHOD ENTITIES VENTURES OWNED VENTURES METHOD VENTURES
---------------------- -------------- -------------- ---------------
(IN THOUSANDS)

Revenue.......................................... $47,986 $178,174 $226,160
Gross margin..................................... 29,292 69,136 98,428
Net (loss) income................................ (10,370) 14,700 4,330
Equity in net (losses) earnings.................. (11,538) 5,131 (6,407)
Current assets................................... 20,841 59,959 80,800
Total assets..................................... 35,090 176,117 211,207
Current liabilities.............................. 18,719 68,503 87,222
Total liabilities................................ 27,653 102,758 130,411
Net assets....................................... 7,438 73,359 80,797
Ownership interest in equity in net assets....... 9,541 45,638 55,179

F-14
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GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4: SUPPLEMENTAL BALANCE SHEET INFORMATION

DECEMBER 31,
-------------------
1996 1997
------- --------
(IN THOUSANDS)

Accounts Receivable Consists Of:
Trade accounts receivable................................. $ 6,769 $ 15,725
Value added taxes receivable.............................. 1,971 3,350
Other receivables......................................... 962 2,089
------- --------
9,702 21,164
Less: allowance for doubtful accounts................... 782 4,085
------- --------
Total accounts receivable, net...................... $ 8,920 $ 17,079
======= ========
Property And Equipment Consists Of:
Telecommunications equipment.............................. $28,302 $231,996
Furniture, fixtures and equipment......................... 5,877 9,760
Other property............................................ 837 3,470
Construction in process................................... 7,009 7,799
------- --------
42,025 253,025
Less: accumulated depreciation.......................... 6,562 16,128
------- --------
Total property and equipment, net................... $35,463 $236,897
======= ========
Accounts Payable And Accrued Expenses Consists Of:
Accounts payable.......................................... $ 6,761 $ 25,005
Interest payable.......................................... 213 17,483
Accrued compensation...................................... 3,151 6,165
Other accrued expenses.................................... 5,086 13,331
------- --------
Total accounts payable and accrued expenses......... $15,211 $ 61,984
======= ========

NOTE 5: DEBT OBLIGATIONS

Company debt consists of:

DECEMBER 31,
-------------------
1996 1997
------- --------
(IN THOUSANDS)

Senior notes of HER, due August 15, 2007 at 11.5% interest
payable semiannually...................................... $ -- $265,000
Senior subordinated convertible bonds, due June 30, 2000 at
an effective interest rate of 15%, and a stated rate of
8.75%-9.75% payable semiannually.......................... -- 144,787
Related party debt obligations, with principal payments
beginning April 1, 1998 and maturing on March 31, 2001 at
10% interest, net of unamortized discount for warrants to
purchase 7,778 common shares.............................. 59,079 72,233
Other financing agreements.................................. 26,468 18,204
------- --------
85,547 500,224
Less: debt maturing within one year....................... 21,208 12,098
------- --------
Total long-term debt.............................. $64,339 $488,126
======= ========

In the third quarter of 1997, HER issued $265.0 million aggregate principal
amount of senior notes due August 15, 2007 (the "Senior Notes"). The Senior
Notes are general unsecured obligations of the subsidiary with interest payable
semiannually at a rate of 11.5%. Approximately $56.6 million of the net proceeds
of the offering of the Senior Notes is being held in escrow for the first four
semiannual interest payments commencing in 1998. HER may redeem the Senior
Notes, in whole or in part, any time on or after August 15,

F-15
196
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2002 at specific redemption prices. HER may also redeem a portion of the Senior
Notes at a price equal to 111.5% of the principal amount prior to August 15,
2000 with net cash proceeds of a public equity offering of HER with gross
proceeds of at least $75 million or in certain other circumstances specified in
the indenture for the Senior Notes, provided, however, that at least two-thirds
of the principal amount of the Senior Notes originally issued remain outstanding
after each such redemption.

In July 1997, the Company issued $144.8 million aggregate principal amount
of senior subordinated convertible bonds (the "Bonds") due June 30, 2000. The
Bonds constitute direct, unsecured senior subordinated indebtedness after
existing debt of $82.7 million. Upon completion of a complying public equity
offering as defined in the Bond agreement (an "Offering") or in certain other
circumstances as defined in the Bond agreement, the Bonds may be converted at
the option of the holders from time to time, in whole or in part, prior to the
close of business on June 30, 2000, into shares of the Company's common stock,
par value $0.10 per share. The Bonds will be convertible into such number of
shares of the Company's common stock as is equal to the principal amount of such
Bonds divided by the applicable conversion price as defined in the Bond
Agreement. The Bonds bear interest payable semiannually at a stated rate of
8.75% for the first year, 9.25% for the second year and 9.75% for the final
year. In the event of an Offering, the interest rate will remain at the interest
rate prevailing at the time of the Offering until maturity. In the event that an
Offering has not occurred by the maturity date, the Bonds will be redeemed at
121% of their principal amount. As a result of the redemption feature, interest
expense is being accrued and accreted at a 15% annual rate. (Subsequent to year
end, the Company completed the Stock Offering at $20.00 per common share which
will result in the Bonds being convertible into approximately 7.2 million shares
of the Company's common stock. In addition, due to the completion of the Stock
Offering, the interest rate will remain at 8.75% until maturity (see Note 15,
"Subsequent Events").)

In 1996, the Company entered into long-term obligations ("Debt
Obligations"), totaling $70.0 million, with lenders (the "Lenders"). The Lenders
are affiliated with and are considered related parties to the Company, as a
result of their ownership of the Company's common stock (see Note 12, "Related
Party Transactions"). The Debt Obligations require principal payments beginning
in the third year, to maturity in the fifth year. The Debt Obligations bear an
interest rate of 10.0% and require interest payments beginning in the first
fiscal quarter subsequent to the date of issuance. At the Company's discretion,
the initial interest accrued until the first principal payment can be deferred
until maturity. Upon commencement of principal payments, the Company is
obligated to make concurrent interest payments. Further, in connection with the
Debt Obligations, the Company issued warrants to purchase 7,777,776 common
shares, valued at $20.7 million. In accordance with the terms of the warrant
agreement, the exercise price of the warrants was reduced from $10.27 per share
to $9.33 per share, as the outstanding debt had not been repaid prior to
December 31, 1996. The warrants may be exercised up to six years after the date
of the relevant agreements. The Company is subject to certain restrictive
covenants pursuant to these Debt Obligations, including restrictions on the
payment of dividends and indebtedness to affiliated ventures. As of December 31,
1997, the Debt Obligations have been classified within "Related party long-term
debt, less current portion" on the balance sheet. Subsequent to year end the
Company repaid the Debt Obligations by using a portion of the proceeds from the
Offerings (see Note 15, "Subsequent Events").

Certain of the Company's consolidated ventures maintain credit facilities
for their local operations. Borrowings under such credit facilities bear
interest at prevailing negotiated market rates.

Aggregate maturities of long-term debt, as of December 31, 1997, are as
follows: 1998 -- $12.1 million, 1999 -- $1.1 million, 2000 -- $149.4 million,
2001 -- $0.2 million and $349.5 million thereafter.

The Company paid interest of $0.7 million, $0.2 million and $2.0 million in
1995, 1996 and 1997, respectively. The Company incurred interest expense of
$39.1 million in 1997 and would have recorded $33.1 million in additional
interest expense in 1997 had the Senior Notes and Bonds been outstanding on
January 1, 1997.
F-16
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GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6: SHAREHOLDERS' EQUITY

COMMON STOCK

The following table summarizes the Company's equity private placements for
the periods ending:

SHARES ISSUED SHARE PRICE NET PROCEEDS
------------- ----------- ------------
(IN THOUSANDS, EXCEPT SHARE DATA)

December 31, 1995.................................. 5,090,876 $ 9.00 $ 42,138
December 31, 1996.................................. 8,348,532 13.33 107,744
December 31, 1997.................................. 2,502,686 15.67 36,432

During 1995, the Company issued 400,000 shares of common stock to an
independent third party in connection with the purchase of an interest in a
venture within the CIS region. At the discretion of the holder of these shares,
the Company is obligated to repurchase these shares at the prevailing fair
market value of the Company's common stock on the date of repurchase. During
1995, the Company repurchased 75,000 shares at $10.00 per share and the
repurchased shares became treasury stock. In March 1997, the Company repurchased
32,500 shares at $13.33 per share, and these shares became treasury stock. The
Company will be required to repurchase the remaining shares over the next three
years. During 1997, the Company issued 504,600 shares of common stock pursuant
to a purchase agreement with a seller for a portion of their interest in a
venture within the CIS region. Pursuant to the purchase agreement, the Company
is obligated to assist the seller in locating a purchaser for the common stock,
and if unable to do so, to repurchase the issued common stock. The Company has
accreted the value of the outstanding common stock subject to repurchase
(325,000 shares at December 31, 1996 and 797,100 shares at December 31, 1997),
to the fair value of the Company's common stock as of December 31, 1996 and 1997
($13.33 and $15.67 per share, respectively).

During 1996, the Company entered into the Debt Obligations totaling $70.0
million with the Lenders. In connection with the Debt Obligations, the Company
issued warrants to purchase 7,777,776 common shares at $10.27 per share. The
exercise price of the warrants was automatically reduced to $9.33 per share as
of December 31, 1996, because the Debt Obligations remained outstanding. The
warrants expire during the first and second quarters of 2002.

The Company does not intend to pay dividends on common stock in the
foreseeable future. In addition, certain of the Company's financing agreements
include covenant restrictions precluding the payment of dividends by the
Company.

The Company has reserved 15,572,260 shares of common stock for issuance
upon conversion of the exercise of outstanding and future stock options,
warrants and similar rights.

PREFERRED STOCK

As of December 31, 1996 and 1997, there were 10,000,000 shares of $0.0001
par value preferred stock authorized, with rights and preferences to be
determined by the Board of Directors. As of December 31, 1996 and 1997, no
shares of preferred stock had been issued.

NOTE 7: STOCK OPTION PLANS

The Company applies the provisions of APB No. 25 in accounting for its
stock option incentive plans. The effect of applying SFAS No. 123 on the net
loss as reported is not representative of the effects on reported net loss for
future years due to the vesting period of the stock options and the fair value
of additional stock options in future years. Had compensation expense been
determined in accordance with the methodology of SFAS No. 123, the Company's net
loss for the years ended December 31, 1995, 1996 and 1997 would have been
approximately $40.9 million, $69.4 million and $123.4 million, respectively. The
fair value of options

F-17
198
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

granted during 1995 and 1996 are estimated as $2.19 and $2.93 per common share,
respectively, on the date of grant using the minimum value option pricing model
with the following assumptions: dividend yield 0%, risk free interest rate of
5.50% for 1995 and 6.13% for 1996, and an expected life of five years. The fair
value of options granted during 1997 are estimated as $7.35 per common share, on
the date of grant using the Black Scholes option valuation model with the
following assumptions: dividend yield 0%, risk free interest rate of 5.74%, an
expected life of five years, and an expected volatility of .50. The Company
determined its volatility factor with the assistance of an investment banker,
based on peer group public companies.

The Company maintains the 1992 Stock Option Plan, the Non-Employee
Directors Stock Option Plan and the GTS Equity Compensation Plan (the "Option
Plans"). As of December 31, 1997, the maximum number of shares of common stock
available for grant under the Option Plans was 8,836,534. All options granted
under the Option Plans are at exercise prices that were at least equal to the
fair market value of common stock at the date of grant. Generally, all options
granted under the Option Plans vest over a three-year period from the date of
grant and expire ten years from the date of grant.

Additional information with respect to stock option activity is summarized
as follows:

YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1995 1996 1997
-------------------- -------------------- --------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
--------- -------- --------- -------- --------- --------

Outstanding at beginning of
year...................... 2,431,800 $3.65 3,422,399 $ 5.56 4,869,360 $ 7.31
Options granted............. 1,210,800 9.04 1,612,962 11.10 2,215,296 14.53
Options exercised........... (28,001) 4.46 (56,498) 6.70 (89,312) 6.34
Options canceled or
expired................... (192,200) 3.57 (109,503) 8.73 (433,173) 7.38
--------- --------- ---------
Outstanding at end of
year...................... 3,422,399 5.56 4,869,360 7.31 6,562,171 9.75
========= ========= =========
Options exercisable at year
end....................... 995,617 $3.59 1,992,236 $ 4.65 2,962,110 $ 6.06

The following table summarizes information about stock options outstanding:

OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------- ----------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF EXERCISE PRICE NUMBER CONTRACTUAL LIFE EXERCISE NUMBER EXERCISE
AT DECEMBER 31, 1997: OUTSTANDING (IN YEARS) PRICE EXERCISABLE PRICE
----------------------- ----------- ---------------- -------- ----------- --------

$1.42 to $2.75....................... 1,446,000 6 $ 2.69 1,371,000 $ 2.68
$4.67 to $9.00....................... 1,270,650 7 7.88 986,679 7.66
$10.00 to $15.67..................... 3,845,521 8 13.03 604,431 11.13
--------- ---------
6,562,171 7 $ 9.75 2,962,110 $ 6.06
========= =========

In addition, prior to the establishment of the Option Plans, certain
options were granted in 1991 to certain key employees and former employees to
purchase 1,172,250 shares of the Company's common stock at an exercise price of
$0.53 per share. All options were granted at an exercise price equal to the fair
value of the underlying common stock at the date of grant. The options vested in
equal increments over a three-year period. During 1993, 603,000 of the options
were canceled and in 1994, 50,250 options were exercised, leaving 519,000 fully
vested options outstanding at December 31, 1995, 1996 and 1997.

F-18
199
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During 1996, the Company implemented the GTS 1996 Top Talent Retention
Program (the "Program"), which granted options to certain employees under the
1992 Stock Option Plan. The Program was offered to 28 employees, who had an
aggregate of 339,524 options, and provided for an altered vesting period based
on certain revenue levels achieved and certain stock price levels maintained. If
these performance-based achievements are not attained, the options vest in April
2001. As of December 31, 1997 no performance levels were met.

In the fourth quarter of 1997, HER implemented a stock option plan for its
key officers and employees (the "HER Plan"). The ownership dilution caused by
the HER Plan is not expected to be significant. As a result of issuing options
under the HER Plan, HER will incur a non-cash charge of approximately $3.7
million, of which $2.6 million was recorded during the fourth quarter and the
remaining $1.1 million will be recognized in 1998.

NOTE 8: EMPLOYEE BENEFIT PLAN

The Company has a 401(k) retirement savings plan (the "Savings Plan")
covering all U.S. citizen employees. The Savings Plan qualifies under section
401(k) of the Internal Revenue Code and as such, participants may defer pretax
income in accordance with federal income tax limitations. The Company provides a
50% matching contribution on the first 5% contributed by the employee. The
Company may also, at its discretion, make non-matching contributions. Both
matching and non-matching contributions by the Company vest 100% after three
years of service. The Company's expense under the Savings Plan was approximately
$0.1 million, $0.2 million and $0.2 million for the years ended December 31,
1995, 1996 and 1997, respectively. The Company made no discretionary
(non-matching) contributions for the years ended December 31, 1995, 1996 or
1997.

HER established a pension plan in 1995 that covers all HER employees upon
twenty-five years of age and at least one year of service. HER has entered into
an insurance arrangement (an annuity contract) whereby an insurance provider has
undertaken a legal obligation to provide specific benefits to participants in
return for a fixed premium. As such, HER does not bear significant financial
risk for its pension plan. HER's expense under the pension plan was $0.05
million, $0.4 million and $0.7 million for the years ended December 31, 1995,
1996 and 1997, respectively.

NOTE 9: OTHER NON-OPERATING INCOME

Favorably affecting the 1995 results was the non-recurring $10.3 million
gain the Company recognized as a result of its cash settlement of certain claims
with a third party in 1995.

NOTE 10: INCOME TAXES

The components of loss before income taxes and minority interest were as
follows:

YEAR ENDED DECEMBER 31,
---------------------------------
1995 1996 1997
-------- -------- ---------
(IN THOUSANDS)

Pretax loss:
Domestic........................................ $(22,398) $(41,554) $ (64,920)
Foreign......................................... (15,437) (25,077) (53,261)
-------- -------- ---------
$(37,835) $(66,631) $(118,181)
======== ======== =========

For the years ended December 31, 1995, 1996 and 1997, the Company recorded
$2.6 million, $1.4 million and $2.5 million, respectively, in income tax expense
that related exclusively to its current provision for foreign taxes.

F-19
200
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The reconciliation of the U.S. statutory federal tax rate of 34.0% to the
Company's effective tax rate is as follows:

YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1995 1996 1997
------------------ ------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- ------- -------- -------
(IN THOUSANDS)

Taxes at U.S. statutory
rates...................... $(12,865) 34.0% $(22,655) 34.0% $(40,181) 34.0%
Foreign operating losses
generating no tax
benefit.................... 6,550 (17.3) 8,526 (12.8) 18,108 (15.3)
Domestic operating losses
generating no tax
benefit.................... 6,315 (16.7) 14,129 (21.2) 22,073 (18.7)
Other -- net................. 2,565 (6.8) 1,360 (2.1) 2,482 (2.1)
-------- ----- -------- ----- -------- -----
$ 2,565 (6.8)% $ 1,360 (2.1)% $ 2,482 (2.1)%
======== ===== ======== ===== ======== =====

Deferred tax assets and liabilities are recorded based on temporary
differences between earnings as reported in the financial statements and
earnings for income tax purposes. The following table summarizes major
components of the Company's deferred tax assets and liabilities:

DECEMBER 31,
--------------------
1996 1997
-------- --------
(IN THOUSANDS)

Deferred Tax Assets:
Net operating loss carryforwards.......................... $ 20,720 $ 38,029
Other deferred tax assets................................. 1,326 3,912
-------- --------
Total deferred tax asset.................................... 22,046 41,941
Deferred Tax Liability...................................... 1,161 2,292
-------- --------
Net deferred tax asset...................................... 20,885 39,649
Less: valuation allowance................................. (20,885) (39,649)
-------- --------
Total............................................. $ -- $ --
======== ========

The Company's investment in EDN Sovintel is treated for U.S. tax purposes
as a partnership and, therefore, the Company's share of EDN Sovintel's income or
loss flows through to the Company's consolidated federal income tax return on a
current basis. Undistributed earnings of the Company's other foreign investments
are considered to be indefinitely reinvested and, accordingly, no provision for
U.S. federal and state income taxes, or foreign withholding taxes has been made.
Upon distribution of those earnings, the Company would be subject to foreign
withholding taxes and U.S. income taxes (subject to reduction for foreign tax
credits).

Certain of the Company's foreign ventures have foreign tax loss
carryforwards in excess of $60 million. The Company's financial statements do
not reflect any provision for benefits that might be associated with such loss
carryforwards.

F-20
201
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 11: COMMITMENTS AND CONTINGENCIES

LEASES

The Company has various lease agreements for office space, equipment and
fiber. The obligations extend through 2018. Most of the leases contain renewal
options of one to twelve years. Assets under capital leases are included in the
consolidated balance sheets as follows:

DECEMBER 31,
-----------------
1996 1997
----- --------
(IN THOUSANDS)

Telecommunications equipment................................ $ -- $150,787
Less: accumulated amortization.............................. -- 482
----- --------
$ -- $150,305
===== ========

Rental expense aggregated $2.0 million, $2.2 million, and $3.1 million for
the years ended December 31, 1995, 1996 and 1997, respectively.

Future minimum payments, by year and in the aggregate, under the capital
leases and other non-cancellable operating leases with initial or remaining
terms in excess of one year as of December 31, 1997 were as follows:

CAPITAL LEASES OPERATING LEASES
-------------- ----------------
(IN THOUSANDS)

December 31, 1998....................................... $ 26,679 $ 3,311
1999...................................... 14,217 2,982
2000...................................... 15,300 1,604
2001...................................... 16,465 1,143
2002...................................... 16,630 933
Thereafter.............................................. 152,016 1,155
-------- -------
Total minimum lease payments............................ 241,307 $11,128
=======
Less amount representing interest....................... 102,172
--------
Present value of net minimum lease payments............. 139,135
Less current portion of capital lease obligations....... 21,490
--------
Long-term portion of capital lease obligations.......... $117,645
========

OTHER COMMITMENTS AND CONTINGENCIES

In September 1997, the Company purchased the remaining interest in one of
its subsidiaries, which owns interests in cellular ventures within the CIS
region, for $5.2 million, which was paid in October 1997. Furthermore, the
Company is required to pay additional consideration of a minimum of $2.4 million
when certain revenue levels are met, certain other events occur or, if neither
has occurred, on April 1, 1999. The purchase price and consideration have been
allocated to net assets based on the fair value at the date of acquisition. The
excess of the purchase price over the fair value of the net assets acquired was
$5.9 million, which has been recorded as goodwill and is being amortized on a
straight-line basis over five years.

The Company's consolidated and non-consolidated ventures have future
purchase commitments amounting to $2.7 million and $1.1 million, respectively,
as of December 31, 1997.

F-21
202
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In the ordinary course of business, the Company has issued financial
guarantees on debt and equities for the benefit of certain of its
non-consolidated ventures. The total amount guaranteed at December 31, 1997 was
approximately $29.0 million.

MAJOR CUSTOMERS

In 1995, the Company had one major customer, a foreign governmental agency
in Central Europe, representing $2.7 million, or 32.1%, of total revenue. In
1996, the Company had two major customers, a foreign governmental agency in
Central Europe and a customer in the CIS, representing $3.8 million, or 15.8%,
of total revenue and $2.6 million, or 10.8%, of total revenue, respectively.
There were no major customers in 1997.

TAX MATTERS

The taxation system in Russia ("Russian Taxes") is evolving as the central
government transforms itself from a command to a market oriented economy. The
Russian Federation has introduced and continues to introduce new tax and royalty
laws and related regulations. These laws and regulations are not always clearly
written and their interpretation is subject to the opinions of the local tax
inspectors, Central Bank officials and the Ministry of Finance. Instances of
inconsistent opinions between local, regional and federal tax authorities and
between the Central Bank and Ministry of Finance are not unusual.

The Company's policy is to accrue for contingencies in the accounting
period in which a liability is deemed probable and the amount is reasonably
determinable. In this regard, because of the uncertainties associated with the
Russian Taxes, the Company's Russian Taxes may be in excess of the estimated
amount expensed to date and accrued at December 31, 1996 and 1997. It is the
opinion of management that the ultimate resolution of the Company's Russian Tax
liability, to the extent not previously provided for, will not have a material
effect on the financial condition of the Company. However, depending on the
amount and timing of an unfavorable resolution of this contingency, it is
possible that the Company's future results of operations or cash flows could be
materially affected in a particular period.

In various foreign jurisdictions, the Company is obligated to pay value
added taxes ("VAT") on the purchase or importation of assets, and for certain
other transactions. In many instances, VAT can be offset against VAT the Company
collects and otherwise would remit to the tax authorities, or may be refundable.
Because the law in some jurisdictions is unclear, the local tax authorities
could assert that the Company is obligated to pay additional amounts of VAT. In
the opinion of management, any additional VAT the Company may be obligated to
pay would not be material.

OTHER MATTERS

In the ordinary course of business, the Company may be party to various
legal and tax proceedings, and subject to claims, certain of which relate to the
developing markets and evolving fiscal and regulatory environments in which the
Company operates. In the opinion of management, the Company's liability, if any,
in all pending litigation, other legal proceeding or other matter other than
what is discussed above, will not have a material effect upon the financial
condition, results of operations or liquidity of the Company.

NOTE 12: RELATED PARTY TRANSACTIONS

As discussed within Note 5, "Debt Obligations," the Company entered into
the Debt Obligations during 1996 with the Lenders. The Lenders are shareholders
of the Company. As part of these transactions, the Company provided one of the
Lenders with the opportunity, at its discretion, to co-invest with the Company
in all of the Company's new ventures within the Asia region. The Company repaid
the Debt Obligations subsequent to year end (see Note 15, "Subsequent Events").

F-22
203
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During 1996 and 1997, the Company, in connection with a venture investment,
entered into two financing agreements with a shareholder of the Company for a
total of approximately $8.6 million. Subject to certain conditions, the
shareholder has the right to require the repayment of this amount in cash or
713,311 shares of the Company's common stock. Subsequent to the Stock Offering,
repayment of this financing must be in exchange for the Company's common stock.
This amount has been included in "Other financing agreements" (see Note 5, "Debt
Obligations").

During 1997, the Company issued 504,600 shares of common stock pursuant to
a purchase agreement with a seller for a portion of their interest in a venture
within the CIS region. As a result of the issuance of the common shares, the
seller became a shareholder of the Company (see Note 3, "Investments in and
Advances to Ventures," and Note 6, "Shareholders' Equity").

The Company has entered into certain consulting agreements with directors
of the Company and paid $0.2 million, $0.2 million and $0.4 million in 1995,
1996, and 1997, respectively, pursuant to those agreements.

The Company had notes receivable due from employees aggregating $0.1
million and less than $0.1 million as of December 31, 1996 and 1997,
respectively, with no single amount due from any individual in excess of $0.1
million.

The Company derived revenue from affiliates of $3.3 million and $4.4
million in 1996 and 1997, respectively. There was no significant revenue earned
from affiliate sales in 1995.

NOTE 13: SUPPLEMENTAL CASH FLOW INFORMATION

The following table summarizes non-cash investing and financing activities
for the Company:

YEAR ENDED
DECEMBER 31,
------------------
1996 1997
------ --------
(IN THOUSANDS)

Purchase of additional interest in Western Europe region
subsidiary with conversion of debt to equity.............. $ -- $ 9,139
Line of credit issued as payment on note payable and
reclassification of restricted cash....................... -- 7,887
Conversion of a note payable to stock as additional
consideration in relation to purchase of interest in a CIS
region subsidiary......................................... 4,497 4,250
Note payable issued for additional capital infusion in CIS
region subsidiary......................................... 4,500 4,125
Capitalization of leases.................................... -- 139,136

No significant non-cash investing activities were incurred for the year
ended December 31, 1995.

NOTE 14: SEGMENT INFORMATION AND CERTAIN GEOGRAPHICAL DATA

The Company operates predominantly in a single industry segment, the
telecommunications industry. The industry consists of a wide range of
telecommunications services to international business customers, including long
distance voice and data services and electronic messaging services. The
following tables present

F-23
204
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

consolidated financial information by geographic area for 1995, 1996 and 1997.
Transfers between geographic areas were not considered material for disclosure
purposes.

CORPORATE
WESTERN CENTRAL OFFICE &
EUROPE CIS EUROPE ASIA ELIMINATIONS TOTAL
-------- -------- -------- -------- ------------ ---------
(IN THOUSANDS)

Year Ended December 31, 1995
Total revenue................................... $ 179 $ 3,838 $ 4,361 $ 140 $ (106) $ 8,412
Gross margin.................................... (318) (949) 1,380 9 (106) 16
Operating loss.................................. (5,469) (16,681) (6,312) (4,831) (15,578) (48,871)
Net loss........................................ (5,452) (19,415) (7,091) (4,771) (3,671) (40,400)
Identifiable assets............................. 5,898 73,816 15,639 9,167 11,101 115,621
Liabilities..................................... 11,766 78,440 26,834 13,936 (75,950) 55,026
Net (liabilities)/assets........................ (5,868) (4,624) (11,195) (4,769) 87,051 60,595

CORPORATE
WESTERN CENTRAL OFFICE &
EUROPE CIS EUROPE ASIA ELIMINATIONS TOTAL
-------- -------- -------- -------- ------------ ---------
(IN THOUSANDS)

Year Ended December 31, 1996
Total revenue................................... $ -- $ 12,696 $ 9,355 $ 1,561 $ 505 $ 24,117
Gross margin.................................... -- 811 3,292 652 421 5,176
Operating loss.................................. (10,679) (14,608) (4,651) (5,057) (22,934) (57,929)
Net loss........................................ (10,700) (15,572) (5,295) (4,951) (31,473) (67,991)
Identifiable assets............................. 19,607 96,773 17,339 14,973 88,686 237,378
Liabilities..................................... 35,728 116,961 33,826 24,753 (93,806) 117,462
Net (liabilities)/assets........................ (16,121) (20,188) (16,487) (9,780) 182,492 119,916

CORPORATE
WESTERN CENTRAL OFFICE &
EUROPE CIS EUROPE ASIA ELIMINATIONS TOTAL
-------- -------- -------- -------- ------------ ---------
(IN THOUSANDS)

Year Ended December 31, 1997
Total revenue................................... $ 5,373 $ 27,045 $ 13,513 $ 1,016 $ 151 $ 47,098
Gross margin.................................... (4,599) 3,940 4,985 (99) 152 4,379
Operating loss.................................. (25,926) (7,088) (5,076) (28,066) (22,474) (88,630)
Net loss........................................ (29,064) (9,505) (6,882) (28,043) (43,492) (116,986)
Identifiable assets............................. 505,593 99,926 23,840 (6,544) 157,646 780,461
Liabilities..................................... 451,171 62,862 40,465 19,161 148,580 722,239
Net (liabilities)/assets........................ 54,422 37,064 (16,625) (25,705) 9,066 58,222

NOTE 15: SUBSEQUENT EVENTS

THE OFFERINGS

In February 1998, the Company completed the Stock Offering in which the
Company raised $255.3 million in gross proceeds, including $33.3 million
attributable to the sale of shares resulting from the exercise by the
underwriters of an over-allotment option, from the sale of 12.8 million shares
of common stock at an issue price of $20.00 per share. The Stock Offering
resulted in the Company's common stock being listed in the United States on the
National Association of Securities Dealers Automated Quotation Market and
internationally on the European Association of Securities Dealers Automated
Quotation Market. Also in February 1998, the Company completed the Notes
Offering and issued $105.0 million aggregate principal amount of senior notes,
due February 15, 2005. Interest at 9.875% on the Notes will be payable in cash
semiannually on February 15 and August 15 of each year, commencing August 15,
1998. Net proceeds from the Offerings were approximately $336.7 million.
Approximately $19.6 million of the net proceeds of the Notes Offering is being
held in escrow for the first four semiannual interest payments commencing in
1998.

F-24
205
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Approximately $85.2 million of the net proceeds of the Offerings has been used
to repay the related party Debt Obligations (see Note 5, "Debt Obligations") of
$70.0 million plus accrued interest that were due March 31, 2001. In addition,
approximately $13.2 million in unamortized discount and debt issuance costs on
the Debt Obligations was written off at the time of repayment. The remaining net
proceeds from the Offerings will primarily be used to provide working capital
for existing ventures, particularly in Russia and the CIS, to expand the
Company's operations and for general corporate purposes, including strategic
acquisitions.

As a result of the completion of the Stock Offering, the interest rate for
the Bonds will remain at 8.75% until maturity (see Note 5, "Debt Obligations")
and the 6.25% additional interest that was previously accrued, $4.2 million, has
been reflected as an increase to additional paid-in capital. The Bonds are
convertible into approximately 7.2 million common shares at a conversion price
of $20.00 per share.

The following unaudited pro forma condensed balance sheet and results of
operations of the Company give effect to the Offerings as though the
transactions had occurred on December 31, 1997. The pro forma shares and per
share data have been calculated assuming the Stock Offering occurred on January
1, 1997. The pro forma results are presented for informational purposes only and
do not purport to be indicative of the results of operations which actually
would have been obtained if the transactions had occurred in such periods, or
which may exist or be obtained in the future.

AS ADJUSTED
FOR THE
CONDENSED BALANCE SHEET (UNAUDITED) REPORTED ADJUSTMENTS OFFERINGS
----------------------------------- --------- ----------- -----------
(IN THOUSANDS)

Cash and cash equivalents................................... $ 318,766 $ 232,875 $ 551,641
Other assets................................................ 461,695 23,064 484,759
--------- --------- ----------
Total Assets........................................ $ 780,461 $ 255,939 $1,036,400
========= ========= ==========
Long-term debt, less current portion........................ $ 408,330 $ 105,000 $ 513,330
Related party debt.......................................... 85,504 (72,140) 13,364
Other liabilities........................................... 228,405 (4,171) 224,234
--------- --------- ----------
Total Liabilities................................... 722,239 28,689 750,928
Minority interest........................................... 18,766 -- 18,766
Common stock subject to repurchase.......................... 12,489 (12,489) --
Common stock and additional paid-in capital................. 278,120 252,952 531,072
Cumulative translation adjustment........................... (8,269) -- (8,269)
Accumulated deficit......................................... (242,884) (13,213) (256,097)
--------- --------- ----------
Total Shareholders' Equity.......................... 26,967 239,739 266,706
--------- --------- ----------
Total Liabilities and Shareholders' Equity.......... $ 780,461 $ 255,939 $1,036,400
========= ========= ==========

AS ADJUSTED
FOR THE LOSS
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) REPORTED ADJUSTMENTS OFFERINGS PER SHARE
--------------------------------------------- --------- ----------- ----------- ---------
(IN THOUSANDS, EXCEPT SHARE DATA)

Loss before extraordinary item.............................. $(116,986) $ -- $(116,986) $(2.41)
Extraordinary item.......................................... -- (13,213) (13,213) (0.27)
--------- -------- --------- ------
Net loss............................................ $(116,986) $(13,213) $(130,199) $(2.68)
========= ======== ========= ======
Weighted average common shares outstanding.................. 35,833 12,765 48,598

OTHER SUBSEQUENT EVENT TRANSACTIONS

Pursuant to a purchase agreement that the Company has with a venture's
partner in the CIS region (see Note 3, "Investments in and Advances to
Ventures," Note 6, "Shareholders' Equity," and Note 12, "Related Party
Transactions") the Company is obligated to pay additional consideration, via
shares of common stock,

F-25
206
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

based on the subsidiary's earnings performance. Based on the 1997 results, the
Company is obligated to issue 336,630 shares of common stock during the first
quarter of 1998.

Subsequent to December 31, 1997, HER entered into contractual commitments
to lease fiber pairs, including facilities and maintenance and utilizing the
partial routes for laying fiber optic cable. Based on the contract provisions,
these commitments are currently estimated to aggregate approximately $12.9
million. The commitments have expected lease terms of ten to twenty-one years
with options for renewal rights of one and one-half to five additional years.

The Company entered into a rights agreement (the "Rights Agreement") on
February 2, 1998, and accordingly, the Company authorized the distribution of
one right (a "Right") for each common share outstanding from February 2, 1998
through the distribution date (the "Distribution Date"). Each Right entitles the
registered holder, subject to the terms of the Rights Agreement, to purchase
from the Company one one-thousandth of a share (a "Unit") of Series A Preferred
Stock at an exercise price of $75 per Unit, subject to adjustment. The
Distribution Date, as defined in further detail within the Rights Agreement, is
triggered when a person acquires 15% of the outstanding common stock of the
Company, or a tender or exchange offer is commenced for 15% of such outstanding
stock, except in the case of two related party shareholders in which case the
acquisition threshold that applies is 20% of such outstanding stock. Under
certain circumstances thereafter, certain Rightholders may have the right to
purchase common stock of the Company, or of an Acquiring Person, as defined in
the Rights Agreement, having a value equal to two times the exercise price of
the Rights. In addition, the Rights are redeemable or exchangeable under certain
circumstances.

NOTE 16: EVENTS OCCURRING SUBSEQUENT TO DATE OF AUDIT REPORT

In March 1998, the Company purchased an additional 10% interest in HER from
an existing shareholder of HER for ECU 13.5 million (approximately $14.6
million). As a result of the purchase, the Company owns approximately 89% of
HER.

NOTE 17: RECENT DEVELOPMENTS

On August 17, 1998, the Russian government suspended the repayment of state
securities; subsequently, secondary trading therein was halted. Many Russian
banks had invested significantly in these securities. Also, on August 17, 1998,
the Russian government increased the ruble to US dollar exchange rate corridor
it had committed to support, which was effectively a devaluation of the ruble.
Official currency trading continued sporadically after that date as the exchange
rate of the ruble, relative to other currencies, declined in unofficial trading
to levels beyond which the Russian government had promised to support. Many
banks have suspended currency exchange operation.

The Central Bank of the Russian Federation has assumed control of several
larger Russian banks and there is a risk that many other Russian banks will be
declared bankrupt in the near future. Deposits held at Russian banks are not
insured. The ultimate recoverability of these amounts is uncertain given the
existing financial and economic crisis discussed above. The last official
exchange rate prior to the suspension of trading was 6.3 rubles per US dollar.
The official exchange rate as of September 25, 1998 was 15.6 rubles per US
dollar.

As a result of the devaluation of the ruble and the consequences of the
banking and economic crisis, the Company has estimated, using a ruble/US dollar
exchange rate of between 15 to 25 rubles per US dollar, that a pre-tax charge to
earnings of approximately $15 million to $20 million will be realized in its
third quarter 1998 financial results. The estimated charge to earnings is
principally comprised of foreign currency exchange losses for ruble-denominated
net monetary assets, but also reflects management's revised estimate on the
collectibility of accounts receivable and the potential loss of cash deposits in
Russian banks.

F-26
207

GLOBAL TELESYSTEMS GROUP, INC.

CONDENSED, CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS

DECEMBER 31, JUNE 30,
1997 1998
--------------- -------------
(IN THOUSANDS, EXCEPT SHARE DATA)

CURRENT ASSETS
Cash and cash equivalents................................. $318,766 $ 477,996
Accounts receivable, net.................................. 17,079 50,228
Restricted cash........................................... 30,486 44,783
Prepaid expenses.......................................... 14,101 19,293
Other assets.............................................. 6,707 13,291
-------- ----------
TOTAL CURRENT ASSETS.............................. 387,139 605,591
Property and equipment, net................................. 236,897 330,847
Investments in and advances to ventures..................... 76,730 76,885
Goodwill and intangible assets, net......................... 43,284 82,693
Restricted cash............................................. 36,411 38,094
-------- ----------
TOTAL ASSETS...................................... $780,461 $1,134,110
======== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses..................... $ 61,984 $ 101,835
Debt maturing within one year............................. 6,390 9,028
Current portion of capital lease obligations.............. 21,490 17,380
Related party debt maturing within one year............... 5,708 --
Other current liabilities................................. 6,301 21,466
-------- ----------
TOTAL CURRENT LIABILITIES......................... 101,873 149,709
Long-term debt, less current portion........................ 408,330 495,042
Long-term portion of capital lease obligations.............. 117,645 158,700
Related party long-term debt, less current portion.......... 79,796 3,530
Taxes and other non-current liabilities..................... 14,595 13,679
-------- ----------
TOTAL LIABILITIES................................. 722,239 820,660
COMMITMENTS AND CONTINGENCIES
Minority interest........................................... 18,766 39,466
Common stock, subject to repurchase (797,100 and 336,630
shares outstanding at December 31, 1997 and June 30, 1998,
respectively)............................................. 12,489 16,411
SHAREHOLDERS' EQUITY
Preferred stock, $0.0001 par value (10,000,000 shares
authorized; none issued and outstanding).................. -- --
Common stock, $0.10 par value (135,000,000, shares
authorized; 37,606,814 and 57,241,716 shares issued and
outstanding, net of 195,528 and 603,929 shares of treasury
stock at December 31, 1997 and June 30, 1998,
respectively)............................................. 3,761 5,724
Additional paid-in capital.................................. 274,359 567,573
Accumulated other comprehensive loss........................ (8,269) (9,483)
Accumulated deficit......................................... (242,884) (306,241)
-------- ----------
TOTAL SHAREHOLDERS' EQUITY........................ 26,967 257,573
-------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $780,461 $1,134,110
======== ==========

The accompanying notes are an integral part of these financial statements.

F-27
208

GLOBAL TELESYSTEMS GROUP, INC.

CONDENSED, CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
1997 1998 1997 1998
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

REVENUES, NET:
Telecommunication and other services............. $ 7,899 $ 28,998 $ 15,856 $ 49,790
Equipment sales.................................. 1,009 1,650 1,439 3,675
-------- -------- -------- --------
8,908 30,648 17,295 53,465
-------- -------- -------- --------
OPERATING COSTS AND EXPENSES:
Cost of revenues:
Telecommunication and other services.......... 6,258 23,013 11,808 40,480
Equipment sales............................... 281 1,182 1,155 2,738
Selling, general and administrative.............. 12,274 24,756 23,762 44,505
Depreciation and amortization.................... 1,080 3,390 2,326 5,585
Non-income taxes................................. 713 578 1,000 1,320
-------- -------- -------- --------
20,606 52,919 40,051 94,628
Equity in losses/(earnings) of ventures.......... 6,747 (4,215) 10,167 (7,627)
-------- -------- -------- --------
LOSS FROM OPERATIONS............................... (18,445) (18,056) (32,923) (33,536)
OTHER INCOME (EXPENSE):
Interest income.................................. 866 7,186 2,162 14,252
Interest expense................................. (3,495) (14,128) (7,163) (30,594)
Foreign currency losses.......................... (465) (1,637) (959) (3,031)
-------- -------- -------- --------
(3,094) (8,579) (5,960) (19,373)
-------- -------- -------- --------
Net loss before income taxes, minority interest and
extraordinary loss............................... (21,539) (26,635) (38,883) (52,909)
Income taxes....................................... 452 829 817 1,381
-------- -------- -------- --------
Net loss before minority interest and extraordinary
loss............................................. (21,991) (27,464) (39,700) (54,290)
Minority interest.................................. 37 1,284 13 3,637
-------- -------- -------- --------
Net loss before extraordinary loss................. (21,954) (26,180) (39,687) (50,653)
Extraordinary loss -- extinguishment of debt....... -- -- -- (12,704)
-------- -------- -------- --------
NET LOSS........................................... $(21,954) $(26,180) $(39,687) $(63,357)
======== ======== ======== ========
Loss per share before extraordinary loss........... $ (0.63) $ (0.48) $ (1.14) $ (1.02)
Extraordinary loss per share....................... -- -- -- (0.25)
-------- -------- -------- --------
Net loss per share................................. $ (0.63) $ (0.48) $ (1.14) $ (1.27)
======== ======== ======== ========
Weighted average common shares outstanding......... 35,093 54,028 34,899 49,789
======== ======== ======== ========

The accompanying notes are an integral part of these financial statements.

F-28
209

GLOBAL TELESYSTEMS GROUP, INC.

CONDENSED, CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
1997 1998 1997 1998
-------- -------- -------- --------
(IN THOUSANDS)

OPERATING ACTIVITIES
Net loss........................................... $(21,954) $(26,180) $(39,687) $(63,357)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED
IN OPERATING ACTIVITIES:
Extraordinary loss............................... -- -- -- 12,704
Depreciation and amortization.................... 2,354 9,334 4,478 16,484
Amortization of discount on note payable......... 1,220 -- 2,377 477
Equity in losses (earnings) of ventures, net of
dividends received............................ 6,747 (4,215) 10,167 (7,627)
Deferred interest................................ 2,063 190 3,869 1,826
Minority interest................................ (45) (1,284) (21) (7,845)
Other............................................ 329 3,141 584 2,905
Changes in assets and liabilities, excluding
effects of acquisitions and ventures:
Accounts receivable........................... (621) (18,971) (2,880) (21,133)
Prepaid expenses.............................. 185 (5,577) (618) (6,738)
Accounts payable and accrued expenses......... (1,476) 19,895 (3,324) 19,121
Other changes in assets and liabilities....... 1,303 16,381 1,803 18,510
-------- -------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES.... (9,895) (7,286) (23,252) (34,673)
INVESTING ACTIVITIES
Investments in and advances to ventures, net of
repayments.................................... (2,453) 4,565 (12,873) 6,935
Purchases of property and equipment.............. (1,538) (25,454) (3,127) (39,842)
Restricted cash.................................. 77 (5,626) 315 (15,983)
Goodwill and other intangibles................... (1,636) (2,985) (1,428) (17,619)
Acquisitions -- cash acquired.................... -- 13,352 -- 13,352
-------- -------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES.... (5,550) (16,148) (17,113) (53,157)
FINANCING ACTIVITIES
Proceeds from debt............................... 483 -- 483 105,300
Repayments of debt............................... -- (6,660) (175) (98,015)
Payment of debt issue costs...................... -- (1,286) -- (5,243)
Common stock repurchased for treasury............ (433) -- (433) --
Net proceeds from issuance of common stock....... -- -- -- 235,620
Other financing activities....................... 295 2,272 (99) 9,471
-------- -------- -------- --------
NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES............................. 345 (5,674) (224) 247,133
Effect of exchange rate changes on cash and cash
equivalents...................................... (1,006) (791) (2,698) (73)
-------- -------- -------- --------
Net (decrease) increase in cash and cash
equivalents...................................... (16,106) (29,899) (43,287) 159,230
Cash and cash equivalents at beginning of period... 30,693 507,895 57,874 318,766
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD......... $ 14,587 $477,996 $ 14,587 $477,996
======== ======== ======== ========

The accompanying notes are an integral part of these financial statements.

F-29
210

GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. FINANCIAL PRESENTATION AND DISCLOSURES

The financial statements of Global TeleSystems Group, Inc. (the "Company"
or "GTS") included herein are unaudited and have been prepared in accordance
with generally accepted accounting principles for interim financial reporting
and in accordance with Securities and Exchange Commission regulations. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Material
intercompany affiliate account transactions have been eliminated; however, other
adjustments may have been required had an audit been performed. In the opinion
of management, the financial statements reflect all adjustments of a normal and
recurring nature necessary to present fairly the Company's financial position,
results of operations and cash flows for the interim periods. These financial
statements should be read in conjunction with the Company's 1997 audited
consolidated financial statements and the notes related thereto. The results of
operations for the three and six months ended June 30, 1998 may not be
indicative of the operating results for the full year.

The Company's operations are carried out through alliances with strategic
local partners in the form of venture arrangements. Wholly-owned subsidiaries
and majority-owned ventures where the Company has unilateral operating and
financial control are consolidated within the Company's financial results and
operations. Those ventures where the Company exercises significant influence,
but does not exercise unilateral operating and financial control, are accounted
for by the equity method. The Company has certain majority-owned investments
that are accounted for by the equity method as a result of minority shareholder
rights, super-majority voting conditions or other governmentally imposed
uncertainties so severe that they prevent the Company from obtaining unilateral
control of the venture. If the Company has little ability to exercise
significant influence over the ventures, those ventures are accounted for by the
cost method. All significant intercompany accounts and transactions are
eliminated upon consolidation.

2. POLICIES AND PROCEDURES

On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income," which establishes
standards for reporting and display of comprehensive income and its components
in a full set of general purpose financial statements. Comprehensive income
(loss) is defined as the change in equity of a business enterprise during a
period from nonowner sources. Comprehensive loss was $23.0 million and $42.4
million for the three and six months ended June 30, 1997, respectively, and was
comprised of net losses of $22.0 million and $39.7 million and foreign currency
translation adjustments of $1.0 million and $2.7 million for the three and six
months ended June 30, 1997, respectively. Comprehensive loss was $25.5 million
and $64.6 million for the three and six months ended June 30, 1998,
respectively, and was comprised of net losses of $26.2 million and $63.4 million
and foreign currency translation income of $0.7 million for the three months
ended June 30, 1998 and foreign currency loss of $1.2 million for the six months
ended June 30, 1998.

During 1997, the Company adopted SFAS No. 128, "Earnings Per Share," which
requires the Company to present basic and fully diluted earnings per share for
all periods presented. The Company's net loss per share calculation (basic and
diluted) is based upon the weighted average common shares issued. There are no
reconciling items in the numerator or denominator of the Company's net loss per
share calculation. Employee

F-30
211
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

stock options, warrants, and convertible debt instruments have been excluded
from the net loss per share calculation because their effect would be
anti-dilutive.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", which will be
required to be adopted by January 1, 2000. This statement establishes accounting
and reporting standards requiring that every derivative instrument be recorded
in the balance sheet as either an asset or liability measured at its fair value.
The statement also requires that changes in the derivatives fair value be
recognized in earnings unless specific hedge accounting criteria are met. The
Company is currently assessing the impact of this new statement on its
consolidated financial position and results of operations.

Certain reclassifications have been made to the June 1997 condensed,
consolidated financial statements in order to conform to the 1998 presentation.

3. SHAREHOLDERS' EQUITY

In February 1998, the Company completed an initial public offering of 12.8
million shares of common stock at $20.00 per common share (the "Stock
Offering"). The Stock Offering resulted in the Company's common stock being
listed in the United States on the National Association of Securities Dealers
Automated Quotation Market and internationally on the European Association of
Securities Dealers Automated Quotation Market. Net proceeds from the Stock
Offering were approximately $235.6 million. As a result of the Stock Offering,
the Company no longer has an obligation to repurchase the 797,100 shares of
common stock that were subject to repurchase at December 31, 1997.

Pursuant to a purchase agreement that the Company has with a venture
partner, the Company issued 336,630 shares of common stock to the partner in
April 1998. In accordance with the purchase agreement, the Company is obligated
to assist the seller in locating a purchaser for the Common Stock, and if unable
to do so, to repurchase the issued common stock. The shares issued are
restricted and therefore, have been classified as common stock subject to
repurchase as of June 30, 1998.

In June 1998, pursuant to the Debt Obligation described below, 3,333,333
warrants were exercised at an exercise price of $9.33 per common share. An
additional 4,444,444 warrants to purchase the Company's common stock expire in
the first and second quarters of 2002.

4. DEBT OBLIGATIONS

In February 1998, the Company issued aggregate principal amount $105.0
million of 9.875% senior notes due 2005 (the "Notes Offering" and together with
the Stock Offering, the "Offerings"). Net proceeds from the Notes Offering were
approximately $100.5 million. Approximately $19.6 million of the net proceeds
was placed in escrow for the first four semiannual interest payments, commencing
August 15, 1998.

As a result of the completion of the Stock Offering, the interest rate on
the $144.8 million aggregate principal amount of 8.75% senior subordinated
convertible bonds due 2000, which were issued in July 1997 (the "Bonds") will
remain at 8.75% until maturity and the approximately $5.1 million of the 6.25%
additional interest that was previously accrued through the date of the Stock
Offering has been reflected as an increase to additional paid-in capital. Upon
completion of the Stock Offering, the Bonds became convertible into 7.2 million
common shares at a conversion price of $20.00 per share. During the second
quarter of 1998, $19.0 million of the Bonds were converted into approximately
1.0 million common shares of the Company's common stock for a total of $25.4
million converted into 1.3 million common shares for the six months ended June
30, 1998.

In 1996, the Company entered into long-term obligations ("Debt
Obligations") totaling $70.0 million with lenders that are affiliated with and
are considered related parties to the Company as a result of their

F-31
212
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ownership of the Company's common stock. In February 1998, approximately $85.2
million of the net proceeds of the Offerings was used to repay the Debt
Obligations plus accrued interest. In addition, the unamortized discount costs
and debt issuance costs on the Debt Obligations were written off at the time of
repayment, resulting in the Company recording an extraordinary loss of $12.7
million.

5. OTHER TRANSACTIONS

In June 1998, the Company completed the restructuring of the capital and
ownership of Bancomsvyaz, one of its equity method investees, which resulted in
the Company's beneficial ownership increasing from approximately 25% to
approximately 57%. Prior to the restructuring, Bancomsvyaz was 49% owned by GTS
Ukrainian TeleSystems LLC ("UTS"), another equity method investee which was 60%
owned by the Company and 40% owned by a shareholder of the Company (the
"Shareholder"). The total consideration paid for the additional interest in
Bancomsvyaz was $11.4 million. In conjunction with this restructuring, the
Shareholder exercised its right to receive 0.7 million shares of the Company's
common stock in lieu of their ownership interest in UTS, and as a result, the
Company reclassified an $8.6 million short-term obligation as additional paid-in
capital. Further, the Shareholder contributed an additional $5.8 million for a
25% interest in UTS. As a result of the restructuring, as of June 30, 1998, UTS
and Bancomsvyaz are accounted for by the consolidation as opposed to the equity
method of accounting. The purchase price has been allocated to the net assets
based on the fair value at the date of acquisition. The excess purchase price
over the fair value of the net assets acquired was $1.2 million, which has been
recorded as goodwill and is being amortized, on a straight-line basis over five
years.

In June 1998, Hermes Europe Railtel B.V. ("HER") completed the acquisition
for ECU 90 million (approximately $99.5 million) from Ebone Holding Association
(the "Association") of a 75% interest in Ebone A/S ("Ebone"), a Tier 1 Internet
backbone provider, principally serving as a carriers' carrier for European
internet service providers. As part of the transaction, Ebone will purchase,
under a transmission capacity agreement, long-term rights on HER's network
valued at ECU 90 million. The purchase price has been allocated to the net
assets based on the fair value at the date of acquisition. The excess purchase
price over the fair value of the net assets acquired was $17.2 million, which
has been recorded as goodwill and is being amortized, on a straight-line basis
over five years. The members of the Association have the right to buy shares of
Ebone in a future issuance to occur by the end of 1998, which could reduce HER's
ownership in Ebone from 75% to not less than 54%.

In March 1998, the Company purchased an additional 10.3% interest in Hermes
Europe Railtel B.V. ("HER") from an existing shareholder of HER for ECU 13.5
million (approximately $14.6 million). As a result of the purchase, the Company
owns approximately 89.4% of HER. The purchase price has been allocated to the
net assets based on the fair value at the date of acquisition. The excess
purchase prices over the fair value of the net assets acquired was $10.2
million, which has been recorded as goodwill and is being amortized, on a
straight-line basis over five years.

In February 1998, the Company acquired the remaining 33% interest in Sovam
Teleport from its minority partner and as a result Sovam became a wholly-owned
subsidiary of the Company and in 1998 is accounted for by the consolidation as
opposed to the equity method of accounting. The Company paid a nominal amount
for the 33% interest.

F-32
213
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. SUPPLEMENTAL CASH FLOW INFORMATION

The following table summarizes non-cash investing and financing activities
for the Company:

THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 1998 JUNE 30, 1998
------------- -------------
(IN THOUSANDS)

Capitalization of leases................................... $23,374 $50,238
Exercise of warrants....................................... 31,110 31,110
Conversion of the Bonds into common stock.................. 19,035 25,385
Additional consideration in relation to purchase of
interest in a CIS region subsidiary...................... 13,549 --
Reclassification of common stock subject to repurchase..... -- 12,489
Conversion of note payable into common stock............... 8,625 8,635
Note receivable from shareholder for additional
consideration in relation to purchase of a venture....... 5,750 5,750
Reclassification of accrued interest on the Bonds.......... -- 5,052

No significant non-cash activities were incurred for the three and six
months ended June 30, 1997.

7. SUBSEQUENT EVENTS

In July 1998, a wholly-owned subsidiary of the Company purchased the
remaining 47.36% interest in GTS Vox Limited for $40.0 million, which will be
paid in installments. In connection with this buy-out, a modification was made
to the original stock purchase agreement with the Company's partner in GTS Vox,
in which the Company's obligation to issue 224,190 shares of common stock to
such partner will be accelerated to 1998. Under the stock purchase agreement,
the Company is also obligated to assist the former partner in locating a buyer
for these shares of common stock and if unable to do so, the Company will
repurchase the shares of common stock. In addition to the above payments, the
purchase agreement includes guarantees of certain cash flow assumption for GTS
Vox Limited's consolidated subsidiary.

Subsequent to June 30, 1998, the Company completed a secondary public
offering of 2.8 million shares of common stock at $45.50 per common share. Net
proceeds from the offering were approximately $119.9 million. In addition, in
conjunction with such offering, shareholders of the Company sold 11.7 million
shares of the Company's common stock. The Company did not realize any of the
proceeds of such sale. In addition, the Company issued aggregate principal
amount of $466.9 million of 5.75% convertible senior subordinated debentures
(the "Debentures") that mature July 1, 2010 and will be redeemable from July 1,
2001 at the option of the Company, at redemption prices as set forth in the
Debentures agreement. Net proceeds from the Debentures offering were
approximately $452.1 million. The Debentures are convertible into shares of
common stock at any time prior to maturity or redemption at a conversion price
of $55.05 per common share. Interest on the Debentures will be payable
semi-annually on January 1 and July 1, commencing January 1, 1999. The
Debentures are subordinated to all existing and future indebtedness of the
Company, except for the Bonds, with which they rank pari passu in right of
payment.

8. RECENT DEVELOPMENTS

F-33
214
GLOBAL TELESYSTEMS GROUP, INC.

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

sporadically after that date as the exchange rate of the ruble, relative to
other currencies, declined in unofficial trading to levels beyond which the
Russian government had promised to support. Many banks have suspended currency
exchange operations.

F-34
215

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
EDN Sovintel

We have audited the accompanying balance sheets of EDN Sovintel as of
December 31, 1997 and 1996, and the related statements of income and retained
earnings, and cash flows for each of the three years in the period ended
December 31, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of EDN Sovintel at December 31,
1997 and 1996, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
accounting principles generally accepted in the United States of America.

We have also audited the financial statements of the Company at December
31, 1997 and 1996 and for each of the three years ended December 31, 1997, not
presented herewith, prepared in compliance with the regulations for bookkeeping
and accounting for income tax and statutory reporting purposes in the Russian
Federation on which we expect to report separately for the 1997 audited
financial statements and have reported separately for the 1996 and 1995
financial statements. The significant differences between the accounting
principles applied in preparing the statutory financial statements and
accounting principles generally accepted in the United States of America are
summarized in Note 2.

Ernst & Young (CIS) Ltd.

Moscow, Russia
February 16, 1998
except for Note 12,
as to which the date is
September 25, 1998

F-35
216

EDN SOVINTEL

BALANCE SHEETS

ASSETS

DECEMBER 31,
------------------
1997 1996
------- -------
(IN THOUSANDS OF
US DOLLARS)

Current assets:
Cash and cash equivalents................................. $ 5,620 $ 3,606
Cash deposit with related party........................... 485 476
Accounts receivable, net of allowances.................... 16,223 15,329
Due from affiliates....................................... 1,586 1,879
Inventories............................................... 1,697 1,749
Prepaid expenses and other assets......................... 1,630 1,171
VAT receivable, net....................................... 3,688 1,157
Deferred income taxes..................................... 186
------- -------
Total current assets.............................. 31,115 25,367
Property and equipment, net................................. 38,709 27,709
Deferred expenses........................................... 945 1,080
------- -------
Total assets...................................... $70,769 $54,156
======= =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note due shareholder...................................... $ 39 $ 5,700
Trade payables............................................ 5,725 8,382
Accrued liabilities and other payables.................... 3,194 1,661
Taxes accrued or payable.................................. 1,088 555
Amounts due to shareholder and affiliates................. 10,104 5,703
Amount due to partner in commercial venture............... 1,350 1,350
------- -------
Total current liabilities......................... 21,500 23,351
Commitments and contingencies
Shareholders' equity:
Capital contributions..................................... 2,000 2,000
Retained earnings......................................... 47,269 28,805
------- -------
Total shareholders' equity........................ 49,269 30,805
------- -------
Total liabilities and shareholders' equity........ $70,769 $54,156
======= =======

The accompanying notes are an integral part of these financial statements.

F-36
217

EDN SOVINTEL

STATEMENTS OF INCOME AND RETAINED EARNINGS

YEARS ENDED DECEMBER 31
------------------------------
1997 1996 1995
-------- ------- -------
(IN THOUSANDS OF US DOLLARS)

Revenues, net:
Service revenues.......................................... $105,288 $63,488 $29,920
Installation revenues..................................... 5,241 9,312 12,981
Product sales............................................. 3,433 2,240 1,391
-------- ------- -------
113,962 75,040 44,292
Cost of revenues:
Service costs............................................. 67,174 37,884 18,545
Cost of installation...................................... 2,621 4,656 6,491
Cost of products.......................................... 2,834 1,370 1,211
-------- ------- -------
72,629 43,910 26,247
-------- ------- -------
Gross profit................................................ 41,333 31,130 18,045
Selling, general and administrative expenses................ 17,020 10,291 7,145
Interest expense............................................ 503 638 703
Interest income............................................. (392) (87) (59)
Other (income) loss......................................... (57) 120 (98)
Foreign exchange loss on net monetary items................. 131 252 112
-------- ------- -------
Income before taxes......................................... 24,128 19,916 10,242
Income taxes................................................ 5,664 5,154 2,594
-------- ------- -------
Net income.................................................. 18,464 14,762 7,648
Retained earnings, beginning of year........................ 28,805 14,043 6,395
-------- ------- -------
Retained earnings, end of year.............................. $ 47,269 $28,805 $14,043
======== ======= =======

The accompanying notes are an integral part of these financial statements.

F-37
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EDN SOVINTEL

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31
-------------------------------
1997 1996 1995
-------- -------- -------
(IN THOUSANDS OF US DOLLARS)

OPERATING ACTIVITIES
Net income................................................ $ 18,464 $ 14,762 $ 7,648
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 5,312 3,638 2,448
Provision for deferred income taxes.................... (186)
Provision for doubtful accounts........................ 345 678 132
Write-off of accounts receivable....................... (602) (147) (492)
Write-down of network equipment and inventories........ 100 196
Foreign exchange loss.................................. 131 252 112
Changes in operating assets and liabilities:
Accounts receivable.................................... (637) (8,460) (2,759)
Due from affiliates.................................... 293 (683) (1,011)
Inventories............................................ 52 (911) (309)
Prepaid expenses and other assets...................... (538) (1,108) 599
VAT receivable, net.................................... (2,609) 54 (906)
Trade payables......................................... (2,491) (193) 2,983
Accrued liabilities and other payables................. 1,533 310 1,233
Taxes accrued or payable............................... 570 326 229
Amounts due to shareholder and affiliates.............. 4,401 3,039 2,165
-------- -------- -------
Net cash provided by operating activities......... 24,038 11,657 12,268
INVESTING ACTIVITIES -- purchases of and advances for
property and equipment.................................... (16,177) (9,863) (9,259)
FINANCING ACTIVITIES
Borrowings from shareholder............................... 10,760 11,300 11,888
Repayments to shareholder................................. (16,421) (11,100) (9,271)
Repayments of long-term debt.............................. (694) (3,979)
Cash deposited with related party......................... (41) (476)
-------- -------- -------
Net cash used in financing activities....................... (5,702) (970) (1,362)
Effect of exchange rate changes on cash and cash
equivalents............................................... (145) (312)
-------- -------- -------
Net increase in cash and cash equivalents................... 2,014 512 1,647
Cash and cash equivalents at beginning of year.............. 3,606 3,094 1,447
-------- -------- -------
Cash and cash equivalents at end of year.................... $ 5,620 $ 3,606 $ 3,094
======== ======== =======

The accompanying notes are an integral part of these financial statements.

F-38
219

EDN SOVINTEL

NOTES TO FINANCIAL STATEMENTS
(US DOLLAR AMOUNTS IN TABLES EXPRESSED IN THOUSANDS)

1. DESCRIPTION OF BUSINESS

EDN Sovintel (the "Company") was created in August 1990 to design,
construct, and operate a telecommunications network in Moscow. This network
provides worldwide communications services, principally to major hotels,
business offices and mobile communication companies. Telecommunications services
are subject to local licensing. The Company's license for international,
intercity and local calls was most recently renewed on November 4, 1996 and is
valid until May 1, 2000. The Company received a license for leased lines on
September 20, 1996 valid for 5 years. The Company began operating in December
1991, providing services under long-term contracts payable in US dollars.

The Company initially registered as a Soviet-American joint venture. The
venture re-registered as a Russian limited liability partnership in November
1992. The Company is 50% owned by Open Joint Stock Company "Rostelecom", an
intercity and long-distance carrier which is 38% owned by Svyazinvest, and 50%
owned by Sovinet, a US general partnership, owned by two wholly-owned Global
TeleSystems Group, Inc. ("GTS") subsidiaries.

2. BASIS OF PRESENTATION

The Company maintains its records and prepares its financial statements in
Russian roubles in accordance with the requirements of Russian accounting and
tax legislation. The accompanying financial statements differ from the financial
statements used for statutory purposes in Russia in that they reflect certain
adjustments, not recorded on the Company's books, which are appropriate to
present the financial position, results of operations and cash flows in
accordance with generally accepted accounting principles in the United States of
America ("US GAAP"). The principal adjustments are related to certain accrued
revenue and expenses, foreign currency translation, deferred taxation, and
depreciation and valuation of property and equipment.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements, in conformity with US GAAP,
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.

FOREIGN CURRENCY TRANSLATION

The Company's functional currency is the US dollar because the majority of
its revenues, costs, property and equipment purchased, and debt and trade
liabilities are either priced, incurred, payable or otherwise measured in US
dollars. Accordingly, transactions and balances not already measured in US
dollars (primarily Russian roubles) have been remeasured into US dollars in
accordance with the relevant provisions of US Financial Accounting Standard
("FAS") No. 52, "Foreign Currency Translation".

Under FAS No. 52, revenues, costs, capital and non-monetary assets and
liabilities are translated at historical exchange rates prevailing on the
transaction dates. Monetary assets and liabilities are translated at exchange
rates prevailing on the balance sheet date. Exchange gains and losses arising
from remeasurement of monetary assets and liabilities that are not denominated
in US dollars are credited or charged to operations.

The rouble is not a convertible currency outside the territory of Russia.
Official exchange rates are determined daily by the Central Bank of Russia
("CBR") and are generally considered to be a reasonable approximation of market
rates. The translation of rouble denominated assets and liabilities into US
dollars for the purpose of these financial statements does not indicate that the
Company could realize or settle in

F-39
220
EDN SOVINTEL

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

US dollars the reported values of the assets and liabilities. Likewise, it does
not indicate that the Company could return or distribute the reported US dollar
values of capital and retained earnings to its shareholders.

The exchange rates at December 31, 1997, 1996 and 1995 for one US dollar
were RUR 5,960, RUR 5,560 and RUR 4,640 respectively. At February 16, 1998, the
CBR rate had changed to RUR 6,050. The effect of this devaluation of the rouble
on monetary assets and liabilities has not been determined.

On January 1, 1998, the CBR introduced a new rouble to replace existing
roubles. The new rouble has been redenominated so that one new rouble is
equivalent to one thousand old roubles. The old rouble will continue in
circulation until December 31, 1998 and will be accepted as legal tender until
December 31, 2002.

All rouble amounts reflected in these financial statements are stated in
old roubles.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and in the bank.

ACCOUNTS RECEIVABLE

Accounts receivable are shown at their net realizable value which
approximates fair value. Accounts receivable are shown in the balance sheet net
of an allowance for uncollectible accounts of $643,000 and $900,000 at December
31, 1997 and 1996, respectively.

INVENTORIES

Inventories consist of telecommunications equipment held for resale and are
stated at the lower of cost or market. Cost is computed on a weighted average
basis.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at their historical cost. Depreciation
is provided on the straight-line method over the following estimated useful
lives:

Network equipment........................................... 10 years
Other property and equipment................................ 3-5 years

There is no depreciation charge for construction-in-progress. Depreciation
commences upon completion of the related project.

DEFERRED EXPENSES

Deferred expenses represent the Company's interest in the historical cost
of network equipment owned by MTU Inform, a partner in a commercial venture
(Note 8). These expenses are amortized over the equipment's useful life of 10
years.

REVENUE RECOGNITION AND TAXES ON REVENUE

Revenues from telecommunication traffic are recognized in the period in
which the traffic occurs. Revenues from product sales, connection fees, and
other services are recognized in the period in which the products are shipped,
connections made, and services rendered. Taxes on certain revenues were charged
at rates ranging from 1.5% to 4.0% over the three years ended December 31, 1997,
1996 and 1995 and amounted to $4,458,000, $2,792,000 and $1,166,000,
respectively, and are charged to selling general and administrative expenses.

F-40
221
EDN SOVINTEL

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

ADVERTISING

The Company expenses the cost of advertising as incurred. Advertising
expenses for the years ended December 31, 1997, 1996 and 1995 were $671,000,
$512,000 and $395,000, respectively, and are included in selling, general and
administrative expenses.

INVESTMENT INCENTIVE DEDUCTIONS

Russian legislation allows for certain additional tax deductions related to
new asset investments. These deductions are accounted for as a reduction to
current income taxes in the year in which they arise.

INCOME TAXES

The Company computes and records income taxes in accordance with FAS No.
109, "Accounting for Income Taxes".

GOVERNMENT PENSION FUNDS

The Company contributes to the Russian Federation state pension fund,
social fund, medical insurance fund, unemployment fund and transport fund on
behalf of all its Russian employees. Contributions were 40.5%, 40.5% and 41.0%
from base payroll for 1997, 1996 and 1995, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments included in current assets and
liabilities is considered to be the carrying value.

NEW ACCOUNTING PRONOUNCEMENTS

In 1997, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." SFAS 121 requires recognition of
impairment of long-lived assets in the event the net book value of such assets
exceeds the future undiscounted cash flows attributable to such assets. The
adoption of SFAS No. 121 had no impact on the Company's financial position or
results of operations.

In June 1997, SFAS No. 130, "Reporting Comprehensive Income", was issued.
SFAS No. 130 establishes standards for the reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements and is effective for fiscal years beginning after December
15, 1997. The Company will adopt SFAS No. 130 in fiscal 1998. SFAS No. 130
expands or modifies disclosures and, accordingly, will have no impact on the
Company's reported financial position, results of operations or cash flows.

RECLASSIFICATIONS

Certain 1996 and 1995 comparative figures have been reclassified to conform
to the presentation adopted in the current year.

F-41
222
EDN SOVINTEL

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31:

1997 1996
-------- -------

Network equipment........................................... $ 43,876 $31,251
Other property and equipment................................ 4,527 3,108
-------- -------
48,403 34,359
Accumulated depreciation.................................... (14,557) (9,380)
Construction-in-progress.................................... 4,409 1,796
Network equipment and advances for network equipment not yet
in service................................................ 454 934
-------- -------
Net book value.............................................. $ 38,709 $27,709
======== =======

Total depreciation expense on property and equipment for 1997, 1996 and
1995 was $5,177,000, $3,503,000 and $2,253,000, respectively.

5. INCOME TAXES

The Russian Federation was the only tax jurisdiction in which the Company's
income was taxed. The income tax expense reported in the accompanying statements
of income and retained earnings for the years ended December 31, 1997, 1996 and
1995 represents the provision for current and deferred taxes.

Significant components of the provision for income taxes for the years
ended December 31 are as follows:

1997 1996 1995
------ ------ ------

Current tax expense...................................... $5,850 $5,154 $2,594
Deferred tax benefit..................................... (186)
------ ------ ------
Provision for income taxes............................... $5,664 $5,154 $2,594
====== ====== ======

F-42
223
EDN SOVINTEL

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The following is a reconciliation of the tax basis and book basis of the
taxable income reported in the Russian statutory financial statements to the
income before taxes reported in the accompanying financial statements presented
in accordance with US GAAP for the years ended December 31:

1997 1996 1995
------- ------- -------

Taxable income reported for Russian tax purposes...... $16,184 $14,726 $ 7,411
Investment incentive deductions..................... 12,337 9,030 7,220
Tax loss carry-forwards utilized.................... 97 113
Net permanent difference related to revenues and (2,455)
expenses incurred in the ordinary course of
business which are not assessable or deductible
for Russian tax purposes......................... (1,174) (2,595)
------- ------- -------
Russian income before taxes........................... 26,163 22,695 12,036
Adjustments to present financial statements in
accordance with US GAAP:
Reversal of excess depreciation due to statutory (2,101)
revaluations..................................... (1,497) (293)
Depreciation rate differences....................... (279) (424) (236)
Allowances for uncollectible accounts............... 35 369 (132)
Inventory write-downs............................... (100) (249)
Accrual of deductible expenses...................... (3,234) (2,437) (1,339)
Accrual of revenue.................................. 2,704 1,093 19
Foreign exchange differences........................ 236 280 1,425
Other............................................... 604 (63) (989)
------- ------- -------
Income before taxes under US GAAP..................... $24,128 $19,916 $10,242
======= ======= =======

A reconciliation between the statutory rate and the effective income tax
rate is as follows for the years ended December 31:

1997 1996 1995
------- ------- -------

Income tax expense computed on financial income before
taxes at statutory tax rate of 35%.................. $ 8,445 $ 6,970 $ 3,585
Tax effect of permanent differences:
Investment incentive deductions..................... (4,318) (3,161) (2,594)
Tax loss carryforwards utilized..................... (34) (40)
Other permanent differences......................... 859 411 805
Adjustments made to compute income before taxes for
US GAAP financial reporting...................... 1,142 813 555
Increase (decrease) in the valuation allowance for
deferred tax assets................................. (430) 161 243
------- ------- -------
Income tax expense reported in the financial
statements.......................................... $ 5,664 $ 5,154 $ 2,594
======= ======= =======

F-43
224
EDN SOVINTEL

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The deferred tax balances are calculated by applying the statutory tax
rates in effect at the respective balance sheet dates to the temporary
differences between the tax basis of assets and liabilities and the amount
reported in the accompanying financial statements, and consist of the following
at December 31:

1997 1996 1995
------ ------- -----

Deferred tax assets (liabilities):
Depreciation........................................... $ 398 $ 300 $ 151
Inventory write-downs and allowances................... 235 235 147
Accrual of expenses.................................... 1,132 898 469
Accrual of revenue..................................... (946) (383) (7)
Allowance for uncollectible accounts................... (13) 129
------ ------- -----
Deferred tax assets...................................... 806 1,050 889
Valuation allowance for deferred tax assets.............. (620) (1,050) (889)
------ ------- -----
Net deferred tax assets........................ $ 186 $ -- $ --
====== ======= =====

For financial reporting purposes, a valuation allowance has been recognised
to reflect management's estimate of the deferred tax assets that are less likely
than not to be realized.

The Company paid Russian profits tax of $4,302,000, $5,849,000 and
$2,660,000 in 1997, 1996 and 1995, respectively.

6. NOTE DUE TO SHAREHOLDER AND LONG-TERM DEBT

In October 1995, the Company entered into a $5,000,000 credit facility with
Sovinet, one of the Company's shareholders. It was subsequently increased to
$7,000,000. In January 1997, this facility was repaid and on January 16, 1997, a
new six-month facility was established with GTS Finance, Inc. for $7,000,000
which was then extended to December 19, 1997. The loan was repaid prior to
December 31, 1997 except for withholding taxes on interest. The loan carried
interest at a rate equal to the then current six month LIBOR rate (5.6%) plus
5.0 percent per annum. As of December 31, 1997, 1996 and 1995, the outstanding
borrowings under this agreement were $39,000, $5,700,000 and $5,500,000,
respectively.

The Company believes that the carrying value of the above loans
approximates fair values.

The Company paid interest of $697,000, $542,000 and $576,000 in 1997, 1996
and 1995, respectively.

7. SHAREHOLDERS' EQUITY

The Company's capital structure as specified in the charter capital
document is as follows as of December 31:

1997 1996
---------- ----------

Registered capital in Russian roubles:
Rostelecom................................................ 600,000 600,000
Sovinet................................................... 600,000 600,000
---------- ----------
1,200,000 1,200,000
========== ==========
Historical value of the Company's capital in US dollars..... $ 2,000 $ 2,000
========== ==========

As a Russian limited liability company, the Company has no capital stock;
rather, it has only contributed and locally registered capital in accordance
with its charter. As such, no earnings per share data are presented in these
financial statements.

F-44
225
EDN SOVINTEL

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Retained earnings available for distribution at December 31, 1997 amounted
to 256 billion roubles or approximately $42,953,000 at applicable year-end
exchange rates.

8. RELATED PARTY TRANSACTIONS

Transactions and balances with Rostelecom (one of the Company's
shareholders) and its affiliates were as follows, as of and for the years ended
December 31:

1997 1996 1995
------- ------ ------

Sales................................................... $ 2,310 $1,525 $ 62
Telecommunication lease and traffic costs............... 11,183 4,586 1,506
Amounts due to shareholder and affiliates............... 4,184 656 460
Cash deposit with related party......................... 485 476

At the request of Rostelecom, a shareholder, the Company placed a deposit
of 2.65 billion roubles in August 1996 with a Russian bank related to this
shareholder. The bank deposit agreement states a deposit term of one year, which
was rolled over for an additional year during 1997. The deposit earns interest
quarterly at a rate of 15% per annum plus any devaluation losses against the US
dollar up to a maximum of 4.8% per quarter. Management is aware that the
deposited amount collateralizes certain obligations of the shareholder.

Transactions and balances with Sovinet (one of the Company's shareholders),
GTS and affiliates were as follows, as of and for the years ended December 31:

1997 1996 1995
------ ------ ------

Sales.................................................... $4,974 $3,115 $1,041
Management service fees and reimbursements of expenses of
expatriate staff....................................... 1,318 927 2,062
Balances due under credit facility....................... 39 5,700 5,500
Interest expense......................................... 503 626 461
Amounts due from affiliates.............................. 1,586 1,879 1,196
Amounts due to shareholder and affiliates................ 5,919 5,047 2,204

Transactions and balances with MTU Inform, an entity with which the Company
entered into a commercial agreement to co-develop and operate a "258" phone
exchange were as follows, as of and for the years ended December 31:

1997 1996 1995
------- ------- -------

Telecommunication settlement and rent expense....... $19,003 $15,889 $10,491
Balances in trade payables.......................... 1,237 2,184
Balances in accounts receivable..................... 487
Amount due to partner in commercial venture......... 1,350 1,350 1,350
Balances in prepaid expenses and other assets....... 800

The Company also has an interest in the cost of the related network
equipment owned by MTU Inform, which is reflected in the balance sheet, net of
related amortization, as deferred expenses. In 1997 the Company prepaid $800 of
1998 rent to MTU-Inform for additional office space to be occupied during 1998.

9. CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Financial instruments that potentially subject the Company to concentration
of credit risk consist primarily of temporary cash deposits and trade accounts
receivables. The Company deposits its available cash with several Russian
financial institutions. The Company's sales and accounts receivable are made to
and due from a variety of international and Russian business customers. As of
December 31, 1997, two customers accounted for 16% and 11% of revenues and 11%
and 7% of accounts receivable, respectively. As of December 31, 1996, these same
two customers accounted for 17% and 16% of revenues and 25% and 10% of accounts
receivable, respectively. As of December 31, 1995, these two customers accounted
for 1% and 14% of

F-45
226
EDN SOVINTEL

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

revenues and 10% and 11% of accounts receivable, respectively. The Company has
no other significant concentrations of credit risk.

10. COMMITMENTS

The Company has several cancelable operating leases for office and
warehouse space and telecommunications lines with terms ranging from one to five
years.

Total rent expense for 1997, 1996 and 1995 was $2,794,000, $2,137,000 and
$1,234,000, respectively.

11. CONTINGENCIES

Legislation and regulations regarding taxation, foreign currency
transactions and licensing of foreign currency loans in the Russian Federation
continues to evolve as the central government manages the transformation from a
command to a market-oriented economy. The various legislation and regulations
are not always clearly written and their interpretation is subject to the
opinions of the tax inspectors, Central Bank officials and the Ministry of
Finance. Instances of inconsistent opinions between local, regional and national
tax authorities and between the Central Bank and Ministry of Finance are not
unusual.

The Company believes that it has paid or accrued all taxes that are
applicable. Where practice concerning the provision of taxes is unclear, the
Company has accrued tax liabilities based on management's best estimate. The
Company's policy is to accrue contingencies in the accounting period in which a
loss is deemed probable and the amount is reasonably determinable.

Because of the uncertainties associated with the Russian tax and legal
systems, the ultimate amount of taxes, penalties and interest, if any, assessed
may be in excess of the amount expensed to date and accrued at December 31,
1997. It is the opinion of the Company's management that any material amounts
are either not probable, not reasonably determinable, or both.

The Company's operations and financial position will continue to be
affected by Russian political developments, including the application of
existing and future legislation and tax regulations. The Company does not
believe that these contingencies, as related to its operations, are any more
significant than those of similar enterprises in Russia.

12. SUBSEQUENT EVENTS

As a result of the devaluation of the ruble and the consequences of the
banking and economic crisis, the Company has recorded pre-tax charges of
approximately $8 million since August 17, 1998 for foreign currency exchange
losses for ruble-denominated net monetary assets and additional provisions for
estimated unrecoverable cash deposits in Russian banks and uncollectible
accounts receivable.

F-46
227

EDN SOVINTEL

CONDENSED BALANCE SHEETS
(UNAUDITED)

ASSETS

DECEMBER 31, JUNE 30,
1997 1998
------------ --------
(IN THOUSANDS)

Current assets
Cash and cash equivalents................................. $ 5,620 $ 3,265
Accounts receivable, less allowance for doubtful accounts
of $643 and $870 at December 31, 1997 and June 30,
1998................................................... 16,223 20,980
Restricted cash........................................... 485 468
Due from affiliated companies............................. 1,586 2,066
Inventory................................................. 1,697 1,343
Deferred tax asset........................................ 186 186
Prepaid expenses and other assets......................... 5,318 12,033
------- -------
Total current assets.............................. 31,115 40,341
Property and equipment, net of accumulated depreciation of
$14,557 and $17,467 at December 31, 1997 and June 30,
1998...................................................... 38,709 42,920
Deferred expenses........................................... 945 878
------- -------
TOTAL ASSETS...................................... $70,769 $84,139
======= =======

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable.......................................... $ 5,725 $ 9,163
Accrued expenses.......................................... 3,194 4,502
Due to affiliated companies............................... 10,104 9,702
Note payable to shareholder............................... 39 --
Taxes and other liabilities............................... 2,438 1,864
------- -------
TOTAL LIABILITIES................................. 21,500 25,231
Commitments and contingencies

SHAREHOLDERS' EQUITY

Contributed capital......................................... 2,000 2,000
Retained earnings........................................... 47,269 56,908
------- -------
TOTAL SHAREHOLDERS' EQUITY........................ 49,269 58,908
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $70,769 $84,139
======= =======

The accompanying notes are an integral part of these financial statements.

F-47
228

EDN SOVINTEL

CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
1997 1998 1997 1998
-------- -------- ------- -------
(IN THOUSANDS)

REVENUES, NET:......................................... $28,977 $34,703 $54,139 $67,107
COST OF REVENUES:...................................... 18,073 22,646 32,836 44,603
------- ------- ------- -------
Gross margin........................................... 10,904 12,057 21,303 22,504
OPERATING EXPENSES:
Selling, general and administrative.................. 2,739 3,335 5,435 6,362
Depreciation and amortization........................ 53 214 213 391
Non-income taxes..................................... 1,468 1,593 2,467 3,035
------- ------- ------- -------
Total operating expenses..................... 4,260 5,142 8,115 9,788
Income from operations................................. 6,644 6,915 13,188 12,716
OTHER (EXPENSE) INCOME:
Interest income...................................... 49 61 104 98
Interest expense..................................... (115) -- (274) --
Foreign currency losses.............................. (31) (73) (69) (293)
------- ------- ------- -------
(97) (12) (239) (195)
Net income before taxes................................ 6,547 6,903 12,949 12,521
Income taxes........................................... 1,512 1,609 3,220 2,882
------- ------- ------- -------
Net income................................... $ 5,035 $ 5,294 $ 9,729 $ 9,639
======= ======= ======= =======

The accompanying notes are an integral part of these financial statements.

F-48
229

EDN SOVINTEL

CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
1997 1998 1997 1998
-------- -------- ------- -------
(IN THOUSANDS)

OPERATING ACTIVITIES
Net income............................................. $ 5,035 $ 5,294 $ 9,729 $ 9,639
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization........................ 1,114 1,409 2,227 2,910
Provision for doubtful accounts...................... (504) (384) (352) (227)
Changes in assets and liabilities:
Accounts receivable............................... (2,103) (1,284) (6,719) (4,984)
Inventory......................................... (415) 354 (122) 354
Prepaid expenses and other assets................. (929) (5,210) (1,529) (7,195)
Accounts payable and accrued expenses............. 2,437 1,319 4,123 4,172
------- ------- ------- -------
Net cash provided by operating activities.... 4,635 1,498 7,357 4,669
INVESTING ACTIVITIES
Purchases of property and equipment.................. (5,015) (3,621) (8,556) (7,121)
Restricted cash...................................... 9 6 (22) 17
------- ------- ------- -------
Net cash used in investing activities........ (5,006) (3,615) (8,578) (7,104)
FINANCING ACTIVITIES
Repayment of shareholder note, net................... (932) -- (728) (39)
Due to affiliated companies, net..................... 2,464 (1,574) 1,503 119
------- ------- ------- -------
Net cash (used in) provided by financing activities.... 1,532 (1,574) 775 80
------- ------- ------- -------
Net increase (decrease) in cash and cash equivalents... 1,161 (3,691) (446) (2,355)
Cash and cash equivalents at beginning of period....... 1,999 6,956 3,606 5,620
------- ------- ------- -------
Cash and cash equivalents at end of period............. $ 3,160 $ 3,265 $ 3,160 $ 3,265
======= ======= ======= =======

The accompanying notes are an integral part of these financial statements.

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EDN SOVINTEL

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

1. FINANCIAL PRESENTATION AND DISCLOSURES

In the opinion of management, the accompanying unaudited condensed
financial statements of EDN Sovintel (the "Company") contain all adjustments
(consisting only of normal recurring accruals) necessary to present fairly the
Company's financial position as of December 31, 1997 and June 30, 1998, and the
results of operations and cash flows for the periods indicated.

The Company was established as a competitive local exchange carrier (CLEC)
in August 1990. Through the design, construction, and operation of a
telecommunications network in Moscow, the Company provides its customers,
principally major hotels, business offices and mobile communications companies,
with an alternative to the local telephone company for worldwide communications
services. Telecommunications services are subject to local licensing. The
Company's license for international, intercity and local calls was most recently
renewed on November 4, 1996 and is valid until May 1, 2000. The Company received
a license for leased lines on September 20, 1996 valid for 5 years. The Company
began operating in December 1991, providing services under long-term contracts
payable in US dollars. Currently, customers have the option of being billed in
roubles or dollars. All payments from Russian companies are made in roubles.

The venture is a Russian limited liability partnership. The Company is 50%
owned by Open Joint Stock Company "Rostelecom," an intercity and long-distance
carrier which is 38% owned by Svyazinvest, and 50% owned by Sovinet, a US
general partnership, which is owned by two wholly-owned Global TeleSystems
Group, Inc. ("GTS") subsidiaries.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. Material accruals have been recorded; however,
other adjustments may have been required had an audit been performed. It is
suggested that these financial statements be read in conjunction with the
Company's 1997 audited financial statements and the notes related thereto. The
results of operations for the three and six months ended June 30, 1998 may not
be indicative of the operating results for the full year.

The Company also maintains its records and prepares its financial
statements in Russian roubles in accordance with the requirements of Russian
accounting and tax legislation. The accompanying financial statements differ
from the financial statements used for statutory purposes in Russia in that they
reflect certain adjustments, not recorded on the Company's Russian statutory
books, which are appropriate to present the financial position, results of
operations and cash flows in accordance with generally accepted accounting
principles in the United States of America ("US GAAP"). The principal
adjustments are related to certain accrued revenue and expenses, foreign
currency translation, deferred taxation, and depreciation and valuation of
property and equipment. The preparation of financial statements, in conformity
with US GAAP, requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.

2. POLICIES AND PROCEDURES

On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income," which establishes
standards for reporting and display of comprehensive income and its components
in a full set of general purpose financial statements. Comprehensive income is
defined as the change in equity of a business enterprise during a period from
nonowner sources. For the three and six months ended June 30, 1997 and 1998,
comprehensive income for the Company is equal to net income.

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EDN SOVINTEL

NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

3. CONTINGENCIES

4. SUBSEQUENT EVENTS

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EXHIBIT A

GLOSSARY OF TELECOMMUNICATIONS INDUSTRY TERMS

Accounting Rate Mechanism (ARM) -- The current system of bilateral
settlement agreements between PTOs under which tariffs for cross-border
pan-European-switched voice traffic are determined.

Add-drop multiplexer (ADM) -- A multiplexer which controls cross connect
between individual circuits by software, permitting dynamic cross connect of
individual 64 kbps circuits within an E-1 line.

AMPS -- Advanced Mobile Phone System; the cellular mobile telephone system
based on analog technology that is now used in U.S. systems. Each AMPS cell can
handle 832 simultaneous conversations.

Asynchronous Transfer Mode (ATM) -- A switching and transmission technology
that is one of general class of packet technologies that relay traffic by way of
an address contained within the first five bits of a switching and transmission
of mixed voice, data, and video at varying rates. The ATM format can be used by
many different information systems, including LANs.

Bps -- Bits per second; the basic measuring unit of speed in a digital
transmission system; the number of bits that a transmission facility can convey
between a sending location and a receiving location in one second.

Backbone -- The through-portions of a transmission network, as opposed to
spurs which branch off the through-portions.

Bandwidth -- The information-carrying capability of a transmission medium
is measured by its bandwidth, which is the relative range of frequencies that
can be passed without distortion by such medium. Bandwidth is measured in Hertz,
but may also be expressed as the number of bits that can be transmitted per
second.

Capacity -- Refers to transmission.

Carrier -- A provider of communications transmission services by fiber,
wire, or radio.

CCIT -- International Telegraph and Telephone Consultative Committee.

Closed User Group -- A group of customers with some affiliation with one
another and which are treated for regulatory purposes as not being the public.

Competitive Local Telecommunications Provider -- A company that provides
its customers with an alternative to the local telephone company for local
transport of private line, special access and transport of switched access
telecommunications services. Competitive Local Telecommunications Providers are
also referred to in the industry as alternative local telecommunications service
providers (ALTS), Competitive Access Providers (CAPs) and Competitive Local
Exchange Carriers (CLECs).

Dark Fiber -- Fiber that lacks the requisite electronic and optronic
equipment necessary to use the fiber for transmission.

Dedicated -- Refers to telecommunications lines dedicated to or reserved
for use by particular customers along predetermined routes (in contrast to
telecommunications lines within the local telephone company's public switched
network).

Digital -- Describes a method of storing, processing and transmitting
information through the use of distinct electronic or optical pulses that
represent the binary digits 0 and 1. Digital transmission/switching technologies
employ a sequence of discrete, distinct pulses to represent information, as
opposed to the continuously variable analog signal.

E1 -- Data transmission rate of approximately 2 Mbps.

E3 -- Data transmission rate of approximately 34 Mbps.

Electrosviaz -- regional telephone company.

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Enhanced Network Services -- Telecommunications services providing digital
connectivity, primarily for data applications, via frame relay, ATM, or digital
interexchange private line facilities. Enhanced network services also include
applications on such networks, including Internet access and other Internet
services.

ERMES -- A standard for a pan-European radio message system sponsored by
the EC.

Eutelsat -- European Telecommunications Satellite Organization; an
international satellite organization in which members of the European Union hold
an 88% combined investment.

Frame Relay -- A wide area transport technology that organizes data into
units called frames instead of providing fixed bandwidth as with private lines.
A high-speed, data-packet switching service used to transmit data between
computers. Frame Relay supports data units of variable lengths at access speeds
ranging from 56 kilobits per second to 1.5 megabits per second. This service is
well-suited for connecting local area networks, but is not presently well-suited
for voice and video applications due to the variable delays which can occur.
Frame Relay was designed to operate at high speeds on modern fiber optic
networks.

Gbps -- Gigabits per second, which is a measurement of speed for digital
signal transmission expressed in billions of bits per second.

Gateway -- A network element interconnecting two otherwise incompatible
networks, network nodes, subnetworks or devices; performs a protocol conversion
operation across a wide spectrum of communications functions.

GSM -- Global System for Mobile Communications, formerly known as Groupe
Speciale Mobile. GSM began as a pan-European standard for digital cellular
systems. The name was changed to reflect the fact that the standard has been
adopted by several countries in Asia.

Hertz -- The unit for measuring the frequency with which an electromagnetic
signal cycles through the zero-value state between lowest and highest states.
One Hz (Hertz) equals one cycle per second. kHz (kilohertz) stands for thousands
of Hertz; MHz (megahertz) stands for millions of Hertz.

Inmarsat -- The International Maritime Satellite service, which provides
mobile communications to ships at sea, aircraft in flight and vehicles on the
road.

Intelsat -- International Telecommunications Satellite Organization; a
worldwide consortium of national satellite communications organizations.

Interconnect -- Connection of a telecommunications device of service to the
PSTN.

Interconnection -- Connection of a piece of telephone equipment to the
telephone network, or a data terminal to a data communications network. Also
refers to the connection of one communications network to another so that users
of one network can communicate with users of another network.

International Simple Resale -- Refers to the wholesale purchase of IPLCs
from facilities-based carriers and the reselling of such capacity to customers
for switched telephone service.

IPLC -- International Private Leased Circuits.

ISDN (Integrated Services Digital Network) -- ISDN is an internationally
agreed standard which, through special equipment, allows two-way, simultaneous
voice and data transmission in digital formats over the same transmission line.
ISDN permits video conferencing over a single line, for example, and also
supports a multitude of value-added switched service applications. ISDN's
combined voice and data networking capabilities reduce costs for end users and
result in more efficient use of available facilities. ISDN combines standards
for highly flexible customer to network signaling with both voice and data
within a common facility.

ITU -- International Telecommunications Union; a United Nations treaty
organization whose purpose is to accredit international telecommunications
standards. ITU signatories can turn ITU-approved standards into law through
international treaties such as the treaties governing use of the radio spectrum
for international satellite telecommunications and broadcasting.

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Kbps -- Kilobits per second, which is a measurement of speed for digital
signal transmission expressed in thousands of bits per second.

Local Area Network (LAN) -- The interconnection of computers for the
purpose of sharing files, programs and peripheral devices such as printers and
high-speed modems. LANs may include dedicated computers or file servers that
provide a centralized source of shared files and programs. LANs are generally
confined to a single customer's premises and may be extended or interconnected
to other locations through the use of bridges and routers.

Local Loop -- The local loop is that portion of the local telephone network
that connects the customer's premises to the local exchange provider's central
office or switching center. This includes all the facilities starting from the
customer premise interface which connects to the inside wiring and equipment at
the customer premise to a terminating point within the switching wire center.

Mbps -- Megabits per second, which is a measurement of speed for digital
signal transmission expressed in millions of bits per second.

MGTS -- Moscow city telephone network.

Multiplexing -- The use of some means to inter-leave narrow-band or
slow-speed data from multiple sources in order to make use of a wide-band or
high-speed channel.

NMT -- Acronym for Nordic Mobile Telephone System, a cellular standard
widely used in Northern Europe.

Nodes -- Locations within the network housing electronic equipment and/or
switches which serve as intermediate connection points to send and receive
transmission signals.

PBX/PABX (private branch exchange/private automatic branch exchange) -- A
customer operated switch on customer premises, typically used by large
businesses with multiple telephone lines.

Plesiochronous Digital Hierarchy (PDH) -- A method of controlling the
timing between transmission and switching systems that is not synchronized but
rather relies on highly accurate clocks to minimize the slip rates between
switching nodes.

POCSAG (Postal Office Code Standard Advisory Group) -- A lower-cost paging
technology which can be transmitted on ERMES frequency.

Points of Presence (POPs) -- Locations where a carrier has installed
transmission equipment in a service area that serves as, or relays calls to, a
network switching center of that carrier.

PSTN -- Public switched telecommunications network.

PTT/PTO -- Postal, Telegraph and Telephone agency/Public Telephony
Operators; a government authority or agency that operates the public
telecommunications network, and sets standards and policies. PTTs/PTOs are
agencies in charge of telecommunications services in many countries, under
direct supervision of the national government.

Redundant Electronics -- Describes a telecommunications facility using two
separate electronic devices to transmit the telecommunications signal so that if
one device malfunctions, the signal may continue without interruption.

Regeneration/amplifier -- Devices which automatically re-transmit or boost
signals on an out-bound circuit.

Route Kilometers -- The number of kilometers along which fiber optic cables
are installed.

Route Mile -- The number of miles along which fiber optic cables are
installed.

SDH -- Synchronous Digital Hierarchy; the international standard for
ultra-high-speed broadband fiber-optic, digital transmission networks that use
equipment from many different manufacturers and carry a variety

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of services. The basic communications channel of SDH is a 155.52 Mbps
transmission channel that is multiplexed upward.

STM-1 -- Data transmission rate of approximately 155 Mbps.

STM-4 -- Data transmission rate of approximately 622 Mbps.

STM-16 -- Data transmission of approximately 2,488 Mbps.

STM-64 -- Data transmission rate of approximately 9,952 Mbps.

Switch -- A mechanical or electronic device that opens or closes circuits
or selects the paths or circuits to be used for the transmission of information.
Switching is a process of linking different circuits to create a temporary
transmission path between users.

Synchronous Digital Hierarchy (SDH) -- SDH is a set of standards for
optical communications transmission systems that define optical rates and
formats, signal characteristics, performance, management and maintenance
information to be embedded within the signals and the multiplexing techniques to
be employed in optical communications transmission systems. SDH facilitates the
interoperability of dissimilar vendors' equipment and benefits customers by
minimizing the equipment necessary for telecommunications applications. SDH also
improves the reliability of the local loop connecting customers' premises to the
local exchange provider, historically one of the weakest links in the service
delivery.

TCP/IP -- Transmission Control Protocol/Internet Protocol; an "open"
standard operating and interface protocol for federal government local area
networks that use devices from multiple vendors. TCP/IP, first developed by the
U.S. Defense Department, has been adopted by some academic and business
institutions who deal regularly with the federal government.

Trunk -- A telephone circuit with a switch at both ends. A trunk may
connect two central office switches, or two PBXs, or a PBX and a central office
switch.

VSAT -- Very Small Aperture Terminal; a satellite communications technology
that employs frequencies in the Ku band or C band and very small receiving
dishes. VSAT systems employ satellite transponders; the receiving dishes may be
leased or owned by the VSAT user.

Wavelength Division Multiplexing (WDM) -- A multiplexing technique allowing
multiple different signals to be carried simultaneously on a fiber by allocating
resources according to frequency on non-overlapping frequency bands.

X.25 -- A CCITT standard governing the interface between data terminals and
data circuit termination equipment for terminals on packet-switched data
networks.

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EXHIBIT B

SUPPLEMENTAL EASDAQ INFORMATION

APPROVAL BY THE BELGIAN COMMISSION FOR BANKING AND FINANCE

This Prospectus will be submitted for approval by the Belgian Banking and
Finance Commission ("Commissie voor bet Banken Financiewezen/Commission Bancaire
et Financiere") ("BFC") in accordance with Article 29ter. sec. 1. par.1 of Royal
Decree No. 185 of July 9, 1935 and Article 11 of the Royal Decree of 31 October,
1991 on the publication of prospectuses in connection with public issues of
securities. The approval of this Prospectus by the BFC does not imply any
judgement as to the appropriateness of the quality of this Offering or the Offer
Shares nor of the situation of the Company.

On December 23, 1997, the Market Authority of EASDAQ approved the admission
to trading of all the Common Stock on EASDAQ under the symbol "GTSG." Admission
to EASDAQ is subject to certain adequacy and liquidity requirements determined
by the EASDAQ Market Authority. Companies applying for admission to trading on
EASDAQ are required to publish relevant financial and other information
regularly and to keep the public informed of all events likely to affect the
market price of their securities. Price sensitive information is made available
to investors in Europe through the EASDAQ Reuters Regulatory Company Reporting
System and international information vendors.

The documents referred to above will also be made available to Belgian
investors upon prior written request addressed to the principal executive office
of the Company.

PERSONS RESPONSIBLE FOR THE PROSPECTUS AND DECLARATION

The Company, represented by Mr. William H. Seippel, Chief Financial
Officer, takes responsibility for the contents of this Prospectus.

The Company, having made all reasonable inquiries, accepts responsibility
for, and confirms that this Prospectus contains all information with regard to
the Company and the Common Stock that is material in the context of the offering
and sale of the Common Stock, that the information contained in this Prospectus
is true and correct in all material respects and is not misleading, that the
opinions and intentions of the Company expressed herein are honestly held and
that there are no other facts the omission of which makes this Prospectus as a
whole or any of such information or the expression of any such opinions or
intentions materially misleading.

Global TeleSystems Group, Inc.
by William H. Seippel
Chief Financial Officer

THE CLEARING SYSTEMS

INTERSETTLE

Transactions executed on EASDAQ will be settled by delivery through
INTERSETTLE. INTERSETTLE holds securities for its direct participants, which
include banks, securities brokers and dealers, other professional intermediaries
and foreign depositories, and facilitates the clearance and settlement of
securities transactions between INTERSETTLE participants through electronic
book-entry changes in the accounts of INTERSETTLE participants. Book-entry
settlement is mandatory for all financial instruments traded on EASDAQ. Physical
certificates cannot be used to settle a market transaction. Investors must hold
a securities account with a financial institution which directly or indirectly
has access to INTERSETTLE's clearing and settlement system. INTERSETTLE conducts
a real-time gross payment system in connection with its clearance operation,
payments being made simultaneously with the book-entry transfers between
securities accounts.

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DTC

DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. DTC participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organization, some of whom (and/or their representatives) own
DTC. Access to the DTC book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. DTC
agrees with and represents to its participants that it will administer its
book-entry system in accordance with its rules and by-laws and requirements of
law.

TRANSFERS BETWEEN INTERSETTLE AND DTC PARTICIPANTS

Common Stock will be held through DTC. Common Stock held directly or
indirectly by INTERSETTLE participants will be registered on the books of DTC in
the name of the nominee company of Brown Brothers Harriman, acting as custodian
for INTERSETTLE.

Transfers of Common Stock will be effected in the following manner:

(i) transfers of Common Stock between INTERSETTLE participants will be
effected in accordance with procedures established for this purpose by
INTERSETTLE;

(ii) transfer of Common Stock between DTC participants will be effected in
accordance with procedures established for the purpose by DTC; and

(iii) transfers of Common Stock between INTERSETTLE participants and DTC
participants will be effected by an increase or a reduction of the
quantity of Common Stock held in INTERSETTLE's account at Brown
Brothers Harriman and a corresponding reduction or increase of the
quantity of Common Stock held by the other relevant DTC participant
or participants.

Investors should inquire with the financial intermediary with whom the
investor has opened a securities account for the purpose of holding and trading
Common Stock, as to the cost of such trading as well as the terms and conditions
on which the financial service of the Common Stock will be delivered by such
financial intermediary.

The Common Stock has the following identification number:

CUSIP 379 36 U104, ISIN US379 36 U1043

The clearing costs, if any, will be at the cost of the investors. Investors
are requested to inform themselves about such costs.

POSSIBILITY OF SHARE REPURCHASES

The Company is not prohibited by its Certificate of Incorporation, By-laws
or Delaware General Corporation Law from repurchasing or otherwise acquiring
outstanding shares of Common Stock and, accordingly, the Company may exercise
its right to repurchase Common Stock.

AUTHORIZATION OF INCREASE IN AUTHORIZED CAPITAL OF THE COMPANY; AUTHORIZATION OF
THE ISSUANCE OF COMMON STOCK IN THE STOCK OFFERINGS

Effective December 1, 1997, the Board of Directors and stockholders of the
Company approved amendments to the Certificate of Incorporation which (i)
increased the authorized number of shares of capital stock to 145,000,000 (of
which 135,000,000 shares are Common Stock and 10,000,000 shares are preferred
stock) and (ii) effected a 3-for-2 stock split of all then-outstanding shares of
the Company's Common Stock.

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238

In addition, the Board of Directors of the Company has adopted a resolution
approving the offering and issuance of 12,765,000 shares of Common Stock in the
IPO and 2,801,000 shares of Common Stock in the Stock Offerings.

TAXATION OF BELGIAN INVESTORS

The following generally summarizes the material Belgian tax consequences of
the sequisition, ownership and disposition of Common Stock. It is based on the
tax laws applicable in Belgium and France as in effect at the date of this
Prospectus, and is subject to changes in Belgium and French law, including
changes that could have retroactive effect. The following summary does not take
into account or discuss the tax laws of any country other than Belgium and
France nor does it take into account the individual circumstances of each
investor. The summary uses the term "Eligible Belgian Holders" to refer to
beneficial owners of Common Stock who hold directly less than 10% of the share
capital of the Company and whose ownership of such Common Stock is not
attributable to a permanent establishment or a fixed base in France, are
considered residents of Belgium for purposes of the income tax convention
between Belgium and France dated March 10, 1964 (the "Belgian-French Treaty")
and are fully entitled to benefits under the Belgian-French Treaty.

There are currently no procedures available for Holders of Common Stock
that are not U.S. residents to claim or receive from the French tax authorities
any tax treaty benefits in respect of dividends (including payment of avoir
fiscal and availability of a reduced withholding tax rate) that a Holder may be
entitled to receive pursuant to the Belgian-French Treaty.

Prospective Belgian Investors in Common Stock are advised to consult their
own tax advisers as to the Belgian and other tax consequences of the
acquisition, ownership and disposition of Common Stock.

TAXATION OF DIVIDENDS ON COMMON STOCK

French tax considerations

Dividends paid to non-residents of France generally are subject to French
withholding tax at a 25% rate and are not eligible for the benefit of the avoir
fiscal (a tax credit available to French residents equal to 50% of the amount of
dividends received from French companies such as the Company). However, under
the Belgian-French Treaty, Eligible Belgian Holders can claim the benefit of a
reduced withholding tax rate on dividends of 15%.

An individual Eligible Belgian Holder generally will also be entitled to
receive a payment of the avoir fiscal, after deduction of withholding tax of
15%. This payment will not be made available to such individual Eligible Belgian
Holder until after the close of the calendar year in which the dividend was paid
and only upon receipt by the French tax authorities of a claim made by the
individual Eligible Belgian Holder for such payment in accordance with the
procedure set forth below.

A Belgian company that is an Eligible Belgian Holder under the
Belgian-French Treaty (a "Belgian Resident Company") will not benefit from the
refund of the avoir fiscal but will be entitled to obtain from the French tax
authorities a refund of any precompte paid in cash in respect of such dividends
less the 15% French withholding tax. Amounts distributed as dividends by French
companies out of profits which have been taxed at the ordinary corporate income
tax rate or which have been earned and taxed more than five years before the
distribution and which give rise to the avoir fiscal are subject to a
"precompte" or prepayment by such companies. The precompte is paid by the
distributing company to the French tax authorities and is equal to one-half of
the nominal dividend distributed.

Dividends paid to an individual Eligible Belgian Holder will be subject to
the reduced withholding tax rate of 15% at the time the dividend is paid if (i)
such holder duly completes and provides the French tax authorities with French
Treasury Form 5200 RFI Belgique (the "Form") duly certified by the Belgian tax
authorities before the date of payment of the relevant dividend, or (ii) if
completion of the Form is not possible prior to the payment of dividends, such
holder duly completes and provides the French tax authorities with a simplified
certificate (the "Certificate") duly certified by the Belgian tax authorities
stating that

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(a) such holder is a Belgian resident as defined pursuant to the provisions of
the Belgian-French Treaty, (b) such holder's ownership of the Common Stock is
not effectively connected with a permanent establishment or fixed base in
France, and (c) such holder meets all the requirements of the Belgian-French
Treaty for obtaining the benefit of the reduced rate of withholding tax and the
right to payment of the French avoir fiscal. For example, the Company pays a
dividend of 100, an individual Eligible Belgian Holder will initially receive
85, but will be entitled to an additional payment of 42.50, consisting of the
avoir fiscal of 50, less a 15% withholding tax on that amount (equal to 7.5).
Dividends paid to an individual Eligible Belgian Holder that has not filed a
completed Form or Certificate before the dividend payment date will be subject
to French withholding tax at the rate of 25%. Such a holder may claim a refund
of the excess withholding tax and the avoir fiscal by completing and providing
the French tax authorities with the Form before December 31st of the calendar
year following the year during which the dividend is paid.

Dividends paid to a Belgian Resident Company will be subject to the reduced
withholding tax rate of 15% at the time the dividend is paid if such holder duly
completes and provides the French tax authorities with French Treasury 5207 RF2
Belgique form before the date of payment of the relevant dividend duly certified
by the Belgian tax authorities. Dividends paid to such Belgian Resident Company
that has not filed a completed form before the dividend payment date will be
subject to French withholding tax at the rate of 25%. Such a holder may claim a
refund of the excess withholding tax by completing and providing the French tax
authorities with such 5207 RF2 Belgique form before December 31st of the
calendar year following the year during which the dividend is paid. The claim
for refund of the precompte is made on the form RF 5207 RF2 Belgique referred to
above.

Belgian withholding tax

Dividends distributed on Common Stock are subject in Belgium to a
withholding tax at the rate of 25%, when paid or attributed through a
professional intermediary in Belgium. However, no dividend withholding tax is
due if the Eligible Belgian Holder is a company subject to Belgian corporate
income tax.

In a case where dividends are paid outside Belgium without any intervention
of a paying agent in Belgium, no dividend withholding tax is, in principle, due.
However, where the Eligible Belgian Holder is a Belgian resident entity subject
to the legal entities tax (e.g. a pension fund), the Holder itself has to pay
the dividend withholding tax at the rate of 25%.

In certain cases the above-mentioned 25% rate of dividend withholding tax
will be reduced to 15%. The reduced rate applies in particular to (i) dividends
distributed on shares publicly issued after January 1, 1994 and (ii) dividends
distributed on shares that have been privately issued after January 1, 1994 in
exchange for cash contributions, provided the shares are registered or bearer
shares placed in open custody to a financial institution in Belgium as of the
date of their issuance. This reduced rate should in principle also apply to
dividends on shares issued by the Company. The Company may however irrevocably
reject the application of the reduced withholding tax rate.

Income tax for Belgian resident individuals

In the hands of an Eligible Belgian Holder who is an individual holding
Common Stock as a private investment, the Belgian dividend withholding tax is a
final tax and the dividends need not be reported in the individual's annual
income tax return. If no withholding tax has been levied (i.e. in case of
payment or attribution outside Belgium), the individual has to report the
dividends in his tax return. Such Holder will be taxed at the separate rate of
25%, to be increased with a municipal surcharge (varying, as a rule, from 6% to
9%).

In the hands of an individual Eligible Belgian Holder whose holding of
Common Stock is effectively connected with a business, the dividends are taxable
at the ordinary rates for business income (i.e. varying from 25% to 55% to be
increased with the municipal surcharge and a crisis contribution of 3% of the
tax due). Any Belgium withholding tax is creditable against the final income tax
due, provided that the Holder has the full ownership of the Common Stock at the
time of payment of the dividends.

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Income tax for Belgian Resident Companies

Dividends received by Belgian Resident Companies are, in principle, subject
to corporate income tax at the rate of 40.17% (i.e. the standard rate of 39%
increased by the additional tax of 3% of the corporate income tax due).

However, provided that the dividends benefit from the so-called
"dividend-received deduction", only 5% of the dividends received will be
taxable. In order to benefit from the deduction, the Company must not fall
within one of the categories which are expressly excluded from the "dividend
received deduction" (e.g. tax haven companies) and the beneficiary should hold,
at the time of payment of the dividends, a participation of at least 5% in the
Company or a participation which has a acquisition value of at least BEF 50
million.

Any Belgian dividend withholding tax can, in principle, be credited against
the company's final income tax, provided that the company has the full ownership
of the shares at the time of payment or attribution of the dividends and
provided that the dividend distribution does not entail a reduction in value or
capital loss on the Shares.

Income tax for Belgian resident entities subject to the Belgian legal entities
tax (pension funds, etc.)

The Belgian dividend withholding tax is a final tax.

CAPITAL GAINS TAXATION

French tax considerations

In general, a Belgian holder who is a resident of Belgium under the
Belgian-French Treaty will not be subject to French tax on any capital gain
derived from the sale or exchange of Common Stock, unless the gain is
attributable to a permanent establishment or fixed place of business maintained
by the holder in France.

Belgian tax considerations

Individual Eligible Belgian Holders holding the Common Stock as a private
investment and entities subject to legal entities tax are not subject to the
Belgian capital gains taxation on the disposal of the Common Stock.

Individual Eligible Belgian Holders may, however, be subject to a 33% tax
(to be increased with the municipal surcharge and the crisis contribution) if
the capital gain is deemed to be "speculative."

Individual Eligible Belgian Holders whose holding of Common Stock is
effectively connected with a business are taxable at the ordinary rates on any
capital gains realized on the disposal of Common Stock.

Belgian resident companies are not subject to capital gains taxation
provided that the dividends received on the shares qualify for the "dividend
received deduction" (except for the minimum holding requirement).

FRENCH ESTATE AND GIFT TAX

Under the estate tax convention between Belgium and France, a transfer of
Common Stock by reason of the death of an individual Eligible Belgian Holder
entitled to benefits under that convention will not be subject to French
inheritance tax, unless the decedent was domiciled in France at the time of his
or her death.

FRENCH WEALTH TAX

The French wealth tax (impot de solidare sur la fortune) does not apply to
an Eligible Belgian Holder.

BELGIAN INDIRECT TAXES

Stamp tax on securities transactions

In principle, a stamp tax is levied upon the subscription of shares of
Common Stock and the purchase and sale in Belgium of Common Stock through a
professional intermediary. The rate applicable to subscriptions of

B-5
241

new shares of Common Stock is 0.35% but there is a limit of BEF 10,000 per
transaction. The rate applicable for secondary sales and purchases in Belgium of
Common Stock through a professional intermediary is 0.17% but there is a limit
of BEF 10,000 per transaction.

An exemption is available to professional intermediaries (e.g. credit
institutions), insurance companies, pension funds and collective investment
vehicles who are acting for their own account. A non-resident holder of Common
Stock who is acting for his own account will also be entitled to an exemption
from this stamp tax, provided that he delivers to the issuer or the professional
intermediary in Belgium, as the case may be, an affidavit confirming his
non-resident status in Belgium.

Tax on delivery of bearer securities

A tax is levied upon the physical delivery of Common Stock pursuant to
their subscription or their acquisition for consideration through a professional
intermediary. This tax is also due upon the delivery of Common Stock pursuant to
a withdrawal of these Common Stock from "open custody."

The tax is due, at the rate of 0.2%, on the sums payable by the subscriber
or the acquiror in case of subscription or acquisition or the sales value of the
Common Stock, as estimated by the custodian in case of withdrawal from "open
custody."

However, an exemption is available for deliveries to recognized
professional intermediaries (such as credit institutions) acting for their own
account. An exemption is also available for delivery of Common Stock, which are
held in "open custody", to a non-resident.

B-6
242

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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING HOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

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TABLE OF CONTENTS

PAGE
----

Prospectus Summary..................... 1
Risk Factors........................... 10
Recent Developments.................... 30
Use of Proceeds........................ 31
Price Range of Common Stock............ 31
Dividend Policy........................ 31
Capitalization......................... 32
Selected Historical Consolidated
Financial Data....................... 33
Supplemental Information -- Selected
Historical Financial Data -- Combined
Equity Investments................... 34
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 36
Business............................... 52
Management............................. 103
Executive Compensation and Other
Information.......................... 108
Beneficial Stock Ownership of Directors
and Officers......................... 110
Certain Related Party Transactions..... 119
Principal Stockholders................. 122
Description of Certain Indebtedness.... 123
Description of the Bonds............... 125
Description of Capital Stock........... 157
Shares Eligible for Future Sale........ 163
Certain U.S. Tax Considerations........ 165
Selling Holders........................ 172
Plan of Distribution................... 176
Legal Matters.......................... 177
Experts................................ 177
Index to Financial Statements.......... F-1
Exhibit A -- Glossary of
Telecommunications Industry Terms.... A-1
Exhibit B -- Supplemental EASDAQ
Information.......................... B-1

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$144,787,000
8.75% SENIOR SUBORDINATED
CONVERTIBLE BONDS DUE 2000
7,239,350 SHARES
OF COMMON STOCK OF

[GLOBAL TELESYSTEMS GROUP, INC. LOGO]
GLOBAL TELESYSTEMS
GROUP, INC.

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

PROSPECTUS
---------------

NOVEMBER 10, 1998

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