<PAGE>   1
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                   FORM 10-Q
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1999

                       Commission file number: 333-11149
                              ORBCOMM GLOBAL, L.P.
                          ORBCOMM GLOBAL CAPITAL CORP.
           (Exact Name of Registrants as Specified in their Charters)

                                                                 54-1698039
                  DELAWARE                                       54-1841164
       (State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization of Registrants)               Identification Nos.)

                         2455 HORSE PEN ROAD, SUITE 100
                            HERNDON, VIRGINIA 20171
             (Address of Registrants' Principal Executive Offices)
                                   (Zip Code)

                                 (703) 406-6000
              (Registrants' Telephone Number, Including Area Code)

         Indicate by check mark whether the Registrants: (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports); and (2) have been subject to
such filing requirements for the past 90 days.

                       YES  X                          NO
                          -----                          -----

<PAGE>   2


                                     PART I
                             FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              ORBCOMM GLOBAL, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                           (IN THOUSANDS; UNAUDITED)

<TABLE>
<CAPTION>

                                                                               SEPTEMBER 30,       DECEMBER 31,
                                                                                   1999               1998
                                                                               -------------       ------------
<S>                                                                            <C>               <C>
                                    ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                                     $   6,151       $   3,799
     Investments                                                                           0             390
     Other receivables                                                                   971             248
     Prepaid expenses                                                                  3,590               0
     Product development                                                                 831               0
     Inventory                                                                        15,131           6,688
                                                                                  -----------     -----------
          Total Current Assets                                                        26,674          11,125


Mobile Communications Satellite System, net                                          332,157         327,946
Other assets, net                                                                      5,809           4,690
Investments in and advances to affiliates                                              8,817           2,483
Goodwill, net                                                                            361             390
                                                                                  -----------     -----------

               TOTAL ASSETS                                                        $ 373,818       $ 346,634
                                                                                  ===========     ===========


                       LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
     Current portion of long-term debt                                                 $ 308         $ 1,190
     Accounts payable and accrued liabilities                                         17,121          19,255
     Accounts payable and accrued liabilities  -  Orbital Sciences Corporation        85,259          50,800
                                                                                  -----------     -----------
          Total Current Liabilities                                                  102,688          71,245


Revenue participation accrued interest                                                 1,441             599
Long-term debt                                                                       170,000         170,000
                                                                                  -----------     -----------
          Total Liabilities                                                          274,129         241,844

COMMITMENTS AND CONTINGENCIES

PARTNERS' CAPITAL:
     Teleglobe Mobile Partners                                                        59,352          56,520
     Orbital Communications Corporation                                               40,337          48,270
                                                                                  -----------     -----------
          Total Partners' Capital                                                     99,689         104,790
                                                                                  -----------     -----------

               TOTAL LIABILITIES AND PARTNERS' CAPITAL                             $ 373,818       $ 346,634
                                                                                  ===========     ===========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       2


<PAGE>   3
                              ORBCOMM GLOBAL, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (IN THOUSANDS; UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                            TOTAL
                                                                                                                         ACCUMULATED
                                                                                                                           DURING
                                                                                                                         DEVELOPMENT
                                                         THREE MONTHS ENDED                   NINE MONTHS ENDED             STAGE
                                                           SEPTEMBER 30,                        SEPTEMBER 30,              THROUGH
                                                 -----------------------------------  -------------------------------- SEPTEMBER 30,
                                                      1999               1998              1999               1998           1999
                                                 ----------------   ----------------  ----------------  --------------  ------------
<S>                                              <C>                <C>               <C>               <C>               <C>
REVENUES:
     Service and product sales                      $     719              $ 197        $    1,783          $     924    $    3,892
     Distribution fees                                      0                  0                 0                  0         1,000
                                                   -----------        -----------      ------------        -----------  ------------
          Total revenues                                  719                197             1,783                924         4,892

EXPENSES:
     Cost of product sales                                992                188             2,139                905         4,166
     Engineering expenses                               6,658              4,644            18,321             11,969        48,941
     Marketing, administrative and other expenses      11,276             10,886            30,308             24,089        84,331
                                                   -----------        -----------      ------------        -----------  ------------
          Total expenses                               18,926             15,718            50,768             36,963       137,438
                                                   -----------        -----------      ------------        -----------  ------------

LOSS FROM OPERATIONS BEFORE DEPRECIATION
 AND AMORTIZATION                                     (18,207)           (15,521)          (48,985)           (36,039)     (132,546)

     Depreciation                                      11,108              3,021            34,865              7,359        59,459
     Goodwill amortization                                 10                  0                29                  0            29
                                                   -----------        -----------      ------------        -----------  ------------
LOSS FROM OPERATIONS                                  (29,325)           (18,542)          (83,879)           (43,398)     (192,034)

OTHER INCOME AND EXPENSES:
     Interest income                                       72                330               257              1,111        10,469
     Interest expense and other financial charges      (6,403)              (210)          (19,571)              (630)      (23,525)
     Equity in net losses of affiliates                (1,388)              (818)           (1,897)            (4,051)      (20,498)
                                                   -----------        -----------      ------------        -----------  ------------

NET LOSS                                            $ (37,044)         $ (19,240)       $ (105,090)         $ (46,968)   $ (225,588)
                                                   ===========        ===========      ============        ===========  ============
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.




                                       3


<PAGE>   4
                              ORBCOMM GLOBAL, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

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

<TABLE>
<CAPTION>


                                                                                                                  TOTAL CASH FLOWS
                                                                                                                       DURING
                                                                                     NINE MONTHS ENDED             DEVELOPMENT STAGE
                                                                                      SEPTEMBER 30,                    THROUGH
                                                                          --------------------------------------    SEPTEMBER 30,
                                                                                1999                1998                1999
                                                                          ------------------  ------------------  ------------------
<S>                                                                              <C>                  <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                    $ (105,090)          $ (46,968)         $ (225,588)
     ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
       OPERATING ACTIVITIES:
     Items not affecting cash:
       Depreciation                                                                  34,865               7,359              59,459
       Goodwill amortization                                                             29                   0                  29
       Amortization of financing fees                                                   779                 630               2,756
       Equity in net losses of affiliates                                             1,897               4,051              20,498
                                                                          ------------------  ------------------  ------------------
     SUB-TOTAL                                                                      (67,520)            (34,928)           (142,846)
     Net changes in non-cash working capital items:
       Decrease (increase) in other receivables                                        (723)              1,758                (971)
       Increase in prepaid expenses                                                  (3,590)             (1,038)             (3,590)
       Increase in product development                                                 (831)                  0                (831)
       Increase in inventory                                                         (8,443)             (1,060)            (15,131)
       Increase (decrease) in accounts payable and accrued liabilities               (2,134)             (5,995)             17,121
       Increase in accounts payable and accrued liabilities  -
         Orbital Sciences Corporation                                                     0                   0               4,648
       Increase in revenue participation accrued interest                               842                   0               1,441
                                                                          ------------------  ------------------  ------------------
          NET CASH USED IN  OPERATING ACTIVITIES                                    (82,399)            (41,263)           (140,159)
                                                                          ------------------  ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                            (4,617)            (36,431)           (311,005)
     Increase in investments in and advances to affiliates                           (8,007)             (2,042)            (29,070)
     Purchase of investments                                                              0              (5,195)           (190,885)
     Proceeds from sale of investments                                                  390              27,951             190,884
     Other                                                                                0                   0                (390)
                                                                          ------------------  ------------------  ------------------
          NET CASH USED IN INVESTING ACTIVITIES                                     (12,234)            (15,717)           (340,466)
                                                                          ------------------  ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from issuance of long-term debt                                         0                   0             169,475
     Repayment of long-term debt                                                       (882)               (805)             (4,691)
     Partners' contributions                                                         99,765              49,000             327,565
     Financing fees paid and other                                                   (1,898)                  0              (5,573)
                                                                          ------------------  ------------------  ------------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                                  96,985              48,195             486,776
                                                                          ------------------  ------------------  ------------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                                    2,352              (8,785)              6,151

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                              3,799              16,106                   0
                                                                          ------------------  ------------------  ------------------

CASH AND CASH EQUIVALENTS:
     End of period                                                                  $ 6,151             $ 7,321             $ 6,151
                                                                          ==================  ==================  ==================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
     Interest paid                                                                 $ 23,855            $ 23,933            $ 72,652
                                                                          ==================  ==================  ==================

     Non-cash capital expenditures -  Orbital Sciences Corporation                 $ 34,459            $ 22,503            $ 80,611
                                                                          ==================  ==================  ==================
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4

<PAGE>   5

                              ORBCOMM GLOBAL, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


(1)      ORGANIZATION

         In 1993, Orbital Communications Corporation ("OCC"), a majority owned
subsidiary of Orbital Sciences Corporation ("Orbital"), and Teleglobe Mobile
Partners ("Teleglobe Mobile"), a partnership established by affiliates of
Teleglobe Inc. ("Teleglobe"), formed ORBCOMM Global, L.P. (the "Company"), a
Delaware limited partnership. OCC and Teleglobe Mobile also formed two
marketing partnerships, ORBCOMM USA, L.P. ("ORBCOMM USA") and ORBCOMM
International Partners, L.P. ("ORBCOMM International"), to market services
using the ORBCOMM low-Earth orbit satellite-based data communication system
(the "ORBCOMM System") in the United States and internationally, respectively.

         In 1995, the Company became a 98% general partner in ORBCOMM USA,
reducing OCC's direct partnership interest to 2% and eliminating Teleglobe
Mobile's direct partnership interest entirely. Simultaneously, the Company
became a 98% general partner in ORBCOMM International, reducing Teleglobe
Mobile's direct partnership interest to 2% and eliminating OCC's direct
partnership interest entirely.

         In 1998, the Company purchased the assets of Dolphin Software Systems
Inc. ("Dolphin") and established two wholly owned subsidiaries. Dolphin
Information Services, Inc. ("DIS"), a Delaware corporation, distributes outside
of Canada software products that enable customers to more easily access and
manage information obtained from or regarding their remote or mobile assets
using the ORBCOMM System (collectively, the "Dolphin Software"). Dolphin
Software Services ULC, a Nova Scotia unlimited liability company, develops
modifications and enhancements to, and distributes in Canada, the Dolphin
Software. The value attributed to the assets acquired from Dolphin is not
material to the Company's total assets.

         In February 1999, the Company formed ORBCOMM Investment Corporation, a
Delaware corporation, as an unrestricted subsidiary for the purpose of making
strategic investments in existing and prospective international service
licensees, other service distributors and various third parties. In April 1999,
the Company and ORBCOMM Enterprises Corporation, a Delaware corporation and
wholly owned subsidiary of the Company, formed ORBCOMM Enterprises, L.P., a
Delaware limited partnership ("ORBCOMM Enterprises"), as an unrestricted
subsidiary of the Company for the purpose of marketing and distributing the
Company's monitoring, tracking and messaging services to customers and
developing applications with respect thereto.

(2)      BASIS OF PRESENTATION

         In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial position of the
Company as of September 30, 1999, the results of its operations for the three-
and nine-month periods ended September 30, 1999 and 1998, its cash flows for
the nine-month periods ended September 30, 1999 and 1998, and the period from
June 30, 1993 (date of inception) through September 30, 1999. These condensed
consolidated financial statements are unaudited and do not include all related
footnote disclosures and, therefore, should be read in conjunction with the
audited consolidated financial statements and the footnotes thereto for the
year ended December 31, 1998 filed with the Securities and Exchange Commission.
Operating results for the three- and nine-month periods ended September 30,
1999 are not necessarily indicative of the results of operations expected in
the future, although the Company anticipates a net loss for the year ending
December 31, 1999. The Company expects to emerge from development stage by the
end of the fourth quarter of 1999.

                                       5

<PAGE>   6


                              ORBCOMM GLOBAL, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)


(3)      RELATED PARTY TRANSACTIONS

         The Company paid Orbital $537,000 and $4,563,000 for the nine months
ended September 30, 1999 and 1998, respectively, and approximately $200,600,000
for the period June 30, 1993 (date of inception) through December 31, 1998, for
work performed pursuant to the ORBCOMM System Design, Development and
Operations Agreement, the ORBCOMM System Procurement Agreement (the
"Procurement Agreement") and the Administrative Services Agreement (for
provision of ongoing administrative support to the Company). Additionally,
Orbital has deferred invoicing $85,259,000 under the Procurement Agreement as
well as a new procurement agreement dated as of February 1, 1999 between the
Company and Orbital, as amended, as of September 30, 1999 ($50,800,000 was
deferred under the Procurement Agreement as of December 31, 1998).

         In May 1999, ORBCOMM USA transferred to ORBCOMM Enterprises
approximately $700,000 of its product development assets associated with the
marketing and distribution of the Company's monitoring, tracking and messaging
services and associated applications.

         During the three months ended September 30, 1999 and 1998, the Company
sold an aggregate of $242,000 and $189,000, respectively, of product to ORBCOMM
USA and ORBCOMM International. For the nine months ended September 30, 1999 and
1998, these sales were $1,113,000 and $776,000, respectively, and for the
period June 30, 1993 (date of inception) through December 31, 1998, these sales
were $1,763,000.

         Effective January 1, 1999, the Company commenced allocating to ORBCOMM
USA and ORBCOMM International their respective share of expenses incurred by
the Company on behalf of ORBCOMM USA and ORBCOMM International. For the three-
and nine-month periods ended September 30, 1999, the Company charged ORBCOMM
USA and ORBCOMM International $2,050,000 and $7,893,000, respectively (none for
the same periods of 1998).

(4)      LONG-TERM DEBT

         In August 1996, the Company and ORBCOMM Global Capital Corp. issued
 $170,000,000 aggregate principal amount of 14% Senior Notes due 2004 with
 Revenue Participation Interest (the "Old Notes"). All of the Old Notes were
 exchanged for an equal principal amount of registered 14% Series B Senior
 Notes due 2004 with Revenue Participation Interest (the "Notes"). Revenue
 Participation Interest represents an aggregate amount equal to 5% of ORBCOMM
 System revenues generated from August 1996 and is payable on the Old Notes and
 the Notes on each interest payment date subject to certain covenant
 restrictions. The Notes are fully and unconditionally guaranteed on a joint
 and several basis by OCC, Teleglobe Mobile, ORBCOMM USA and ORBCOMM
 International, except that the guarantees are non-recourse to the shareholders
 and/or partners of the guarantors, limited only to the extent necessary for
 each such guarantee not to constitute a fraudulent conveyance under applicable
 law.

         The Company also has a $5,000,000 secured note with a financial
institution of which $308,000 and $1,190,000 were outstanding as the current
portion of the long-term debt as of September 30, 1999 and December 31, 1998,
respectively. The note bears interest at a rate of 9.2% per annum, is secured
by equipment located at certain of the U.S. gateway Earth stations and the
network control center and is guaranteed by Orbital.

                                       6

<PAGE>   7


                              ORBCOMM GLOBAL, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)


(5)       STOCK OPTION PLAN

         During the second quarter of 1999, the Company and ORBCOMM
Corporation, a Delaware corporation and wholly owned subsidiary of the Company
(the "Corporation"), adopted The 1999 Equity Plan of ORBCOMM Corporation and
ORBCOMM Global, L.P. (the "Equity Plan"). The Equity Plan provides for grants
of incentive or non-qualified stock options to purchase common stock of the
Corporation to officers, employees, consultants and independent directors of
the Corporation and its affiliates and to officers, employees and consultants
of the Company. As of September 30, 1999, options to acquire 686,325 shares of
the Corporation's common stock had been granted at an exercise price of $14.97,
which price represented the fair market value of the Corporation's common stock
on the date of grant.

         In 1998, DIS adopted the Dolphin Information Services, Inc. 1998 Stock
Option Plan (the "DIS Plan"). The DIS Plan provides for grants of incentive or
non-qualified stock options to purchase DIS common stock to officers, employees
and outside directors of DIS, the Company and their respective affiliates. As
of September 30, 1999, options to acquire 1,237,500 shares of DIS common stock
had been granted to DIS employees and officers at an exercise price of $0.08,
which price represented the fair market value of the DIS common stock on the
date of grant.

         The Company and DIS have elected to account for stock-based
compensation by applying the provisions of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and providing the pro forma
disclosures required by Statement of Financial Accounting Standards 123,
"Accounting for Stock-Based Compensation."


                                       7

<PAGE>   8


                               ORBCOMM USA, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            CONDENSED BALANCE SHEETS
                           (IN THOUSANDS; UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 30,              DECEMBER 31,
                                                                                       1999                      1998
                                                                               ---------------------     ---------------------
<S>                                                                           <C>                       <C>
                                   ASSETS
 CURRENT ASSETS:
       Accounts receivable                                                      $               147       $               220
       Inventory                                                                                  0                       309
       Other assets                                                                             271                       113
       Product development                                                                        0                       569
                                                                               ---------------------     ---------------------

                TOTAL ASSETS                                                    $               418       $             1,211
                                                                               =====================     =====================


                      LIABILITIES AND PARTNERS' CAPITAL

 CURRENT LIABILITIES:
      Accounts payable and accrued liabilities                                  $               221       $               717
                                                                               ---------------------     ---------------------
          Total Current Liabilities                                                             221                       717
 Amount due to affiliates                                                                    17,897                    13,342
                                                                               ---------------------     ---------------------
           Total Liabilities                                                                 18,118                    14,059

 COMMITMENTS AND CONTINGENCIES

 PARTNERS' CAPITAL:
      ORBCOMM Global, L.P.                                                                  (17,346)                  (12,591)
      Orbital Communications Corporation                                                       (354)                     (257)
                                                                               ---------------------     ---------------------
           Total Partners' Capital                                                          (17,700)                  (12,848)
                                                                               ---------------------     ---------------------

                TOTAL LIABILITIES AND PARTNERS' CAPITAL                         $               418       $             1,211
                                                                               =====================     =====================
</TABLE>

              The accompanying notes are an integral part of these
                        condensed financial statements.


                                       8


<PAGE>   9

                               ORBCOMM USA, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                       CONDENSED STATEMENTS OF OPERATIONS
                           (IN THOUSANDS; UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                     TOTAL
                                                                                                                   ACCUMULATED
                                                                                                                     DURING
                                                                                                                   DEVELOPMENT
                                            THREE MONTHS ENDED                      NINE MONTHS ENDED                 STAGE
                                             SEPTEMBER 30,                            SEPTEMBER 30,                  THROUGH
                                    ------------------------------------   ------------------------------------    SEPTEMBER 30,
                                          1999               1998                1999               1998               1999
                                    -----------------  -----------------   -----------------  -----------------  -----------------
<S>                                 <C>                <C>                 <C>                <C>                <C>
 REVENUES:
      Service and product sales      $           551    $           129     $         1,142    $           462    $         2,313
      Contract revenues                            0                  0                   0                  0              4,203
                                    -----------------  -----------------   -----------------  -----------------  -----------------
           Total revenues                        551                129               1,142                462              6,516


 EXPENSES:
      Cost of sales                              200                156                 590                524              2,033
      Marketing expenses                       1,183                862               5,404              3,103             22,193
                                    -----------------  -----------------   -----------------  -----------------  -----------------
            Total expenses                     1,383              1,018               5,994              3,627             24,226
                                    -----------------  -----------------   -----------------  -----------------  -----------------

 NET LOSS                            $          (832)   $          (889)    $        (4,852)   $        (3,165)   $       (17,710)
                                    =================  =================   =================  =================  =================
</TABLE>

              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       9

<PAGE>   10

                               ORBCOMM USA, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                       CONDENSED STATEMENTS OF CASH FLOWS
                           (IN THOUSANDS; UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                          TOTAL CASH FLOWS
                                                                         NINE MONTHS ENDED               DURING DEVELOPMENT
                                                                           SEPTEMBER 30,                   STAGE THROUGH
                                                            ------------------------------------------       SEPTEMBER 30,
                                                                   1999                  1998                  1999
                                                            --------------------  --------------------  --------------------
<S>                                                         <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                $           (4,852)   $           (3,165)   $          (17,710)
     ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
         USED IN OPERATING ACTIVITIES:
     Net changes in non-cash working capital items:
       Decrease (increase) in accounts receivable                            73                     2                  (147)
       Decrease in inventory                                                309                     0                     0
       Increase in other assets                                            (158)                    0                  (271)
       Decrease (increase) in product development                           569                  (341)                    0
       Increase (decrease) in accounts payable and
         accrued liabilities                                               (496)                 (742)                  221
                                                            --------------------  --------------------  --------------------
          NET CASH USED IN OPERATING ACTIVITIES                          (4,555)               (4,246)              (17,907)
                                                            --------------------  --------------------  --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase in amount due to affiliates                                 4,555                 4,246                17,897
     Partners' contributions                                                  0                     0                    10
                                                            --------------------  --------------------  --------------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                       4,555                 4,246                17,907
                                                            --------------------  --------------------  --------------------

NET DECREASE IN CASH AND
 CASH EQUIVALENTS                                                             0                     0                     0

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                      0                     0                     0
                                                            --------------------  --------------------  --------------------

CASH AND CASH EQUIVALENTS:
     End of period                                           $                0    $                0    $                0
                                                            ====================  ====================  ====================
</TABLE>

              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       10

<PAGE>   11


                               ORBCOMM USA, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (UNAUDITED)


(1)      ORGANIZATION

         In 1993, Orbital Communications Corporation ("OCC"), a majority owned
subsidiary of Orbital Sciences Corporation ("Orbital"), and Teleglobe Mobile
Partners ("Teleglobe Mobile"), a partnership established by affiliates of
Teleglobe Inc. ("Teleglobe"), formed ORBCOMM Global, L.P. (the "Company"), a
Delaware limited partnership. OCC and Teleglobe Mobile also formed two
marketing partnerships, ORBCOMM USA, L.P. ("ORBCOMM USA") and ORBCOMM
International Partners, L.P. ("ORBCOMM International"), to market services
using the ORBCOMM low-Earth orbit satellite-based data communication system
(the "ORBCOMM System") in the United States and internationally, respectively.
In 1995, the Company became a 98% general partner in ORBCOMM USA, reducing
OCC's direct partnership interest to 2% and eliminating Teleglobe Mobile's
direct partnership interest entirely. Simultaneously, the Company became a 98%
general partner in ORBCOMM International, reducing Teleglobe Mobile's direct
partnership interest to 2% and eliminating OCC's direct partnership interest
entirely.

         In April 1999, the Company and ORBCOMM Enterprises Corporation, a
Delaware corporation and wholly owned subsidiary of the Company, formed ORBCOMM
Enterprises, L.P., a Delaware limited partnership ("ORBCOMM Enterprises"), as
an unrestricted subsidiary of the Company for the purpose of marketing and
distributing the Company's monitoring, tracking and messaging services to
customers and developing applications with respect thereto.

(2)      BASIS OF PRESENTATION

         In the opinion of management, the accompanying condensed financial
statements reflect all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of the financial position of ORBCOMM USA as
of September 30, 1999, the results of its operations for the three- and
nine-month periods ended September 30, 1999 and 1998, its cash flows for the
nine-month periods ended September 30, 1999 and 1998, and the period from June
30, 1993 (date of inception) through September 30, 1999. These condensed
financial statements are unaudited and do not include all related footnote
disclosures and, therefore, should be read in conjunction with the audited
financial statements and the footnotes thereto for the year ended December 31,
1998 filed with the Securities and Exchange Commission. Operating results for
the three- and nine-month periods ended September 30, 1999 are not necessarily
indicative of the results of operations expected in the future. ORBCOMM USA
expects to emerge from development stage by the end of the fourth quarter of
1999.

(3)      RELATED PARTY TRANSACTIONS

         As of September 30, 1999, ORBCOMM USA had a payable of $17,897,000 to
the Company for amounts advanced to support ORBCOMM USA's efforts to establish
commercial and government markets in the United States ($13,660,000 as of
December 31, 1998), none of which is currently payable. ORBCOMM USA is
currently in development stage and still obtains funds to support operations
through non-interest bearing advances from the Company.

         As of December 31, 1998, ORBCOMM USA had a receivable of $318,000 from
ORBCOMM International (none as of September 30, 1999).

                                       11

<PAGE>   12


                               ORBCOMM USA, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)

(3)      RELATED PARTY TRANSACTIONS - (CONTINUED)

         In May 1999, ORBCOMM USA transferred to ORBCOMM Enterprises
approximately $700,000 of its product development assets associated with the
marketing and distribution of the Company's monitoring, tracking and messaging
services and associated applications.

         During the three months ended September 30, 1999 and 1998, ORBCOMM USA
purchased $151,000 and $155,000, respectively, of product from the Company. For
the nine months ended September 30, 1999 and 1998, these purchases were
$677,000 and $525,000, respectively, and for the period June 30, 1993 (date of
inception) through December 31, 1998, these purchases were $1,402,000.

         Effective January 1, 1999, the Company commenced allocating to ORBCOMM
USA its respective share of expenses incurred by the Company on behalf of
ORBCOMM USA. For the three- and nine-month periods ended September 30, 1999,
the Company charged ORBCOMM USA $894,000 and $4,663,000, respectively (none for
the same periods of 1998).

 (4)      COMMITMENTS AND CONTINGENCIES

         In August 1996, the Company and ORBCOMM Global Capital Corp. issued
$170,000,000 aggregate principal amount of 14% Senior Notes due 2004 with
Revenue Participation Interest (the "Old Notes"). All of the Old Notes were
exchanged for an equal principal amount of registered 14% Series B Senior Notes
due 2004 with Revenue Participation Interest (the "Notes"). Revenue
Participation Interest represents an aggregate amount equal to 5% of ORBCOMM
System revenues generated from August 1996 and is payable on the Old Notes and
the Notes on each interest payment date subject to certain covenant
restrictions. The Notes are fully and unconditionally guaranteed on a joint and
several basis by OCC, Teleglobe Mobile, ORBCOMM USA and ORBCOMM International,
except that the guarantees are non-recourse to the shareholders and/or partners
of the guarantors, limited only to the extent necessary for each such guarantee
not to constitute a fraudulent conveyance under applicable law.

                                       12

<PAGE>   13
                      ORBCOMM INTERNATIONAL PARTNERS, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            CONDENSED BALANCE SHEETS
                           (IN THOUSANDS; UNAUDITED)


<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30,             DECEMBER 31,
                                                                            1999                      1998
                                                                    ----------------------    ---------------------
<S>                                                                 <C>                       <C>
                             ASSETS

CURRENT ASSETS:
     Accounts receivable                                             $             14,179      $             1,023
     Current portion of deferred and prepaid contract costs                        10,724                   14,733
                                                                    ----------------------    ---------------------
          Total Current Assets                                                     24,903                   15,756
Deferred and prepaid contract costs, net of current portion                         8,220                    6,146
                                                                    ----------------------    ---------------------

               TOTAL ASSETS                                          $             33,123      $            21,902
                                                                    ======================    =====================

                LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
     Accounts payable and accrued liabilities                        $                963      $               530
     Current portion of deferred revenue                                           12,947                   11,254
                                                                    ----------------------    ---------------------
          Total Current Liabilities                                                13,910                   11,784
Amount due to affiliates                                                            7,280                    7,389
Deferred revenue, net of current portion                                           14,415                    8,840
                                                                    ----------------------    ---------------------
          Total Liabilities                                                        35,605                   28,013

COMMITMENTS AND CONTINGENCIES

PARTNERS' CAPITAL:
     Teleglobe Mobile Partners                                                        (49)                    (122)
     ORBCOMM Global, L.P.                                                          (2,433)                  (5,989)
                                                                    ----------------------    ---------------------
          Total Partners' Capital                                                  (2,482)                  (6,111)
                                                                    ----------------------    ---------------------

               TOTAL LIABILITIES AND PARTNERS' CAPITAL               $             33,123      $            21,902
                                                                    ======================    =====================
</TABLE>

              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       13

<PAGE>   14


                      ORBCOMM INTERNATIONAL PARTNERS, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                       CONDENSED STATEMENTS OF OPERATIONS
                           (IN THOUSANDS; UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                     TOTAL
                                                                                                                  ACCUMULATED
                                                                                                                    DURING
                                                                                                                  DEVELOPMENT
                                          THREE MONTHS ENDED                      NINE MONTHS ENDED                  STAGE
                                             SEPTEMBER 30,                          SEPTEMBER 30,                   THROUGH
                                  ------------------------------------   ------------------------------------     SEPTEMBER 30,
                                        1999               1998                1999               1998               1999
                                  -----------------  -----------------   -----------------  -----------------  ------------------
<S>                               <C>                <C>                 <C>                <C>                <C>
REVENUES:
     Service and product sales     $         2,496    $         3,603     $        15,472    $         3,747    $         26,479

EXPENSES:
     Cost of sales                           1,865              3,203               9,256              3,396              20,309
     Marketing expenses                        858                346               2,587              1,321               8,662
                                  -----------------  -----------------   -----------------  -----------------  ------------------
          Total expenses                     2,723              3,549              11,843              4,717              28,971
                                  -----------------  -----------------   -----------------  -----------------  ------------------

NET INCOME (LOSS)                  $          (227)   $            54     $         3,629    $          (970)   $         (2,492)
                                  =================  =================   =================  =================  ==================
</TABLE>

              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       14

<PAGE>   15

                      ORBCOMM INTERNATIONAL PARTNERS, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                       CONDENSED STATEMENTS OF CASH FLOWS
                           (IN THOUSANDS; UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                     TOTAL
                                                                                                                   CASH FLOWS
                                                                                                                     DURING
                                                                                                                   DEVELOPMENT
                                                                                 NINE MONTHS ENDED                    STAGE
                                                                                   SEPTEMBER 30,                     THROUGH
                                                                       ---------------------------------------     SEPTEMBER 30,
                                                                             1999                 1998                 1999
                                                                       ------------------   ------------------   ------------------
<S>                                                                    <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                  $          3,629     $           (970)    $         (2,492)
     ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH
     PROVIDED BY (USED IN) OPERATING ACTIVITIES:
     Net changes in non-cash working capital items:
       Increase in accounts receivable                                           (13,156)              (1,016)             (14,179)
       Decrease (increase) in deferred and prepaid contract costs                  1,935               (6,648)             (18,944)
       Increase (decrease) in accounts payable and accrued liabilities               433                 (689)                 963
       Increase in deferred revenue                                                7,268               11,529               27,362
                                                                       ------------------   ------------------   ------------------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                        109                2,206               (7,290)
                                                                       ------------------   ------------------   ------------------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase (decrease) in amount due to affiliates                                (109)              (2,206)               7,280
     Partners' contributions                                                           0                    0                   10
                                                                       ------------------   ------------------   ------------------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                       (109)              (2,206)               7,290
                                                                       ------------------   ------------------   ------------------


NET DECREASE IN CASH AND
  CASH EQUIVALENTS                                                                     0                    0                    0

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                               0                    0                    0
                                                                       ------------------   ------------------   ------------------

CASH AND CASH EQUIVALENTS:
     End of period                                                      $              0     $              0     $              0
                                                                       ==================   ==================   ==================
</TABLE>

              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       15

<PAGE>   16

                      ORBCOMM INTERNATIONAL PARTNERS, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (UNAUDITED)


(1)      ORGANIZATION

         In 1993, Orbital Communications Corporation ("OCC"), a majority owned
subsidiary of Orbital Sciences Corporation ("Orbital"), and Teleglobe Mobile
Partners ("Teleglobe Mobile"), a partnership established by affiliates of
Teleglobe Inc. ("Teleglobe"), formed ORBCOMM Global, L.P. (the "Company"), a
Delaware limited partnership. OCC and Teleglobe Mobile also formed two
marketing partnerships, ORBCOMM USA, L.P. ("ORBCOMM USA") and ORBCOMM
International Partners, L.P. ("ORBCOMM International"), to market services
using the ORBCOMM low-Earth orbit satellite-based data communication system
(the "ORBCOMM System") in the United States and internationally, respectively.
In 1995, the Company became a 98% general partner in ORBCOMM USA, reducing
OCC's direct partnership interest to 2% and eliminating Teleglobe Mobile's
direct partnership interest entirely. Simultaneously, the Company became a 98%
general partner in ORBCOMM International, reducing Teleglobe Mobile's direct
partnership interest to 2% and eliminating OCC's direct partnership interest
entirely.

(2)      BASIS OF PRESENTATION

         In the opinion of management, the accompanying condensed financial
statements reflect all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of the financial position of ORBCOMM
International as of September 30, 1999, the results of its operations for the
three- and nine-month periods ended September 30, 1999 and 1998, its cash flows
for the nine-month periods ended September 30, 1999 and 1998, and the period
from June 30, 1993 (date of inception) through September 30, 1999. These
condensed financial statements are unaudited and do not include all related
footnote disclosures and, therefore, should be read in conjunction with the
audited financial statements and the footnotes thereto for the year ended
December 31, 1998 filed with the Securities and Exchange Commission. Operating
results for the three- and nine-month periods ended September 30, 1999 are not
necessarily indicative of the results of operations expected in the future.
ORBCOMM International expects to emerge from development stage by the end of
the fourth quarter of 1999.

(3)      RELATED PARTY TRANSACTIONS

         As of September 30, 1999, ORBCOMM International had a payable of
$7,280,000 to the Company for amounts advanced to support ORBCOMM
International's efforts to establish commercial markets outside the United
States ($7,071,000 as of December 31, 1998), none of which is currently
payable. ORBCOMM International is currently in development stage and still
obtains funds to support its operations through non-interest bearing advances
from the Company.

         As of December 31, 1998, ORBCOMM International had a payable of
$318,000 to ORBCOMM USA (none as of September 30, 1999).

         During the three months ended September 30, 1999 and 1998, ORBCOMM
International purchased $91,000 and $34,000, respectively, of product from the
Company. For the nine months ended September 30, 1999 and 1998, these purchases
were $436,000 and $251,000, respectively, and for the period June 30, 1993
(date of inception) through December 31, 1998, these purchases were $361,000.

                                       16

<PAGE>   17


                      ORBCOMM INTERNATIONAL PARTNERS, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)

(3)       RELATED PARTY TRANSACTIONS - (CONTINUED)

         Effective January 1, 1999, the Company commenced allocating to ORBCOMM
International its respective share of expenses incurred by the Company on
behalf of ORBCOMM International. For the three- and nine-month periods ended
September 30, 1999, the Company charged ORBCOMM International $1,156,000 and
$3,230,000, respectively (none for the same periods of 1998).

(4)      COMMITMENTS AND CONTINGENCIES

         Long-Term Debt

         In August 1996, the Company and ORBCOMM Global Capital Corp. issued
 $170,000,000 aggregate principal amount of 14% Senior Notes due 2004 with
 Revenue Participation Interest (the "Old Notes"). All of the Old Notes were
 exchanged for an equal principal amount of registered 14% Series B Senior
 Notes due 2004 with Revenue Participation Interest (the "Notes"). Revenue
 Participation Interest represents an aggregate amount equal to 5% of ORBCOMM
 System revenues generated from August 1996 and is payable on the Old Notes and
 the Notes on each interest payment date subject to certain covenant
 restrictions. The Notes are fully and unconditionally guaranteed on a joint
 and several basis by OCC, Teleglobe Mobile, ORBCOMM USA and ORBCOMM
 International, except that the guarantees are non-recourse to the shareholders
 and/or partners of the guarantors, limited only to the extent necessary for
 each such guarantee not to constitute a fraudulent conveyance under applicable
 law.

         Construction of Gateways

         In October 1996, ORBCOMM International entered into agreements with
certain manufacturers for the purchase of 24 gateway Earth stations and one
Gateway antenna that have been or will be installed around the world. During
the first nine months of 1999, installation and final acceptance of gateways in
Brazil, Argentina, Malaysia and Curacao occurred. The related revenue and the
associated costs have been properly reflected in the condensed consolidated
statements of operations. Additionally, as of September 30, 1999, ORBCOMM
International had $18,944,000 of deferred and prepaid contract costs
($20,879,000 as of December 31, 1998), of which $10,713,000 represents advance
payments to manufacturers for gateways that have not yet been completed
($12,718,000 as of December 31, 1998). Total commitments under the gateway
manufacturing agreements approximated $22,000,000 of which approximately
$5,600,000 was outstanding as of September 30, 1999. Included in deferred and
prepaid contract costs is the portion of engineering direct labor costs that
relates to the construction of gateways. As of September 30, 1999, $1,967,000
of such costs had been included in deferred and prepaid contract costs
($1,114,000 as of December 31, 1998).

         In the second quarter of 1999, ORBCOMM International recognized
$3,137,000 in revenue reflecting payments made by its former International
Licensees SEC ORBCOMM (Middle East) Ltd. ("SEC ORBCOMM") and CEC Bosphorus
Communications Ltd. ("CEC Bosphorus") under their respective service license
agreements and other associated agreements with ORBCOMM International. ORBCOMM
International had terminated these licensees for non-performance and deferred
recognizing this revenue pending the outcome of a motion for a preliminary
injunction filed by SATCOM International Group PLC, the alleged
successor-in-interest to each of SEC ORBCOMM and CEC Bosphorus ("SATCOM").
SATCOM's motion for a preliminary injunction was denied by the district court
on March 18, 1999.


                                       17

<PAGE>   18


                      ORBCOMM INTERNATIONAL PARTNERS, L.P.
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)


(5)      SERVICE LICENSE OR SIMILAR AGREEMENTS

         As of September 30, 1999, ORBCOMM International had signed 16
agreements with international licensees, 11 of which had associated gateway
procurement contracts and software license agreements. These agreements
authorize the international licensees to use the ORBCOMM System to provide
two-way data communication services in their designated territories. As of
September 30, 1999, $27,362,000 was recorded as deferred revenue under these
agreements and the associated gateway procurement agreements ($20,094,000 as of
December 31, 1998). ORBCOMM International is obligated to construct and deliver
11 gateways to certain international licensees under certain of these
agreements (see note 4).

                                       18

<PAGE>   19

                       ORBCOMM COMMUNICATIONS CORPORATION

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


<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30,              DECEMBER 31,
                                                                                 1999                      1998
                                                                         ---------------------     ---------------------
<S>                                                                      <C>                       <C>
                                ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                            $               176       $                10
     Accounts receivable and other current assets                                         511                     1,247
                                                                         ---------------------     ---------------------
          Total Current Assets                                                            687                     1,257
Investments in affiliates                                                              47,445                    56,111
                                                                         ---------------------     ---------------------

               TOTAL ASSETS                                               $            48,132       $            57,368
                                                                         =====================     =====================


                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and other accrued liabilities                       $               396       $               724
                                                                         ---------------------     ---------------------
          Total Current Liabilities                                                       396                       724
Due to parent and affiliates                                                          169,933                   123,677
                                                                         ---------------------     ---------------------
          Total Liabilities                                                           170,329                   124,401

Non-controlling interest in net assets of consolidated subsidiary                      (8,673)                   (6,296)

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
     Common stock, par value $0.01;
       8,000,000 shares authorized;
       4,818,892 and 4,783,892 shares issued;
       4,713,620 and 4,688,320 shares outstanding, respectively                            48                        48
     Additional paid-in capital                                                           732                       452
     Treasury stock, at cost, 105,272 and 95,572 shares, respectively                  (1,193)                     (770)
     Accumulated deficit                                                             (113,111)                  (60,467)
                                                                         ---------------------     ---------------------
          Total Stockholders' Deficit                                                (113,524)                  (60,737)
                                                                         ---------------------     ---------------------

               TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                $            48,132       $            57,368
                                                                         =====================     =====================
</TABLE>
            See accompanying footnotes to the condensed consolidated
                             financial statements.

                                       19
<PAGE>   20

                       ORBITAL COMMUNICATIONS CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (IN THOUSANDS; UNAUDITED)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                                  SEPTEMBER 30,                      SEPTEMBER 30,
                                                     -----------------------------------  -----------------------------------
                                                           1999               1998               1999             1998
                                                     ----------------   ----------------  ----------------  -----------------
<S>                                                  <C>                <C>               <C>               <C>
REVENUES:
     Service and product sales                        $          552     $          129    $        1,145    $           462

EXPENSES:
     Cost of product sales                                        88                156               485                524
     Marketing, administrative and other expenses              1,293                871             5,514              3,128
                                                     ----------------   ----------------  ----------------  -----------------
          Total expenses                                       1,381              1,027             5,999              3,652
                                                     ----------------   ----------------  ----------------  -----------------

LOSS FROM OPERATIONS                                            (829)              (898)           (4,854)            (3,190)

OTHER INCOME AND EXPENSES:
     Equity in net losses of affiliates                      (18,114)            (9,184)          (50,167)           (21,933)
     Non-controlling interest in net losses of
       consolidated subsidiary                                   408                436             2,377              1,551
                                                     ----------------   ----------------  ----------------  -----------------

NET LOSS                                              $      (18,535)    $       (9,646)   $      (52,644)   $       (23,572)
                                                     ================   ================  ================  =================
</TABLE>

            See accompanying footnotes to the condensed consolidated
                             financial statements.


                                       20

<PAGE>   21


                       ORBITAL COMMUNICATIONS CORPORATION

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

<TABLE>
<CAPTION>
                                                                                          NINE MONTHS ENDED
                                                                                            SEPTEMBER 30,
                                                                              ------------------------------------------
                                                                                     1999                  1998
                                                                              --------------------  --------------------
<S>                                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                  $          (52,644)   $          (23,572)
     ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
       OPERATING ACTIVITIES:
     Items not affecting cash:
       Equity in net losses of affiliates                                                  50,167                21,933
       Non-controlling interest in net losses of consolidated subsidiary                   (2,377)               (1,551)
                                                                              --------------------  --------------------
     SUB-TOTAL                                                                             (4,854)               (3,190)
     Net changes in non-cash working capital items:
       Decrease (increase) in accounts receivable and other current assets                    736                  (353)
       Decrease in accounts payable and other accrued liabilities                            (328)                 (737)
                                                                              --------------------  --------------------
          NET CASH USED IN OPERATING ACTIVITIES                                            (4,446)               (4,280)
                                                                              --------------------  --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investments in affiliates                                                            (41,501)              (22,500)
                                                                              --------------------  --------------------
          NET CASH USED IN INVESTING ACTIVITIES                                           (41,501)              (22,500)
                                                                              --------------------  --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of common stock to employees                                          280                   102
     Purchases of treasury stock, net of reimbursement from
       ORBCOMM Global, L.P.                                                                  (423)                  (41)
     Net borrowings from affiliates                                                        46,256                26,695
                                                                              --------------------  --------------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                                        46,113                26,756
                                                                              --------------------  --------------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                                            166                   (24)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                                       10                    34
                                                                              --------------------  --------------------
CASH AND CASH EQUIVALENTS:
     End of period                                                             $              176    $               10
                                                                              ====================  ====================
</TABLE>

            See accompanying footnotes to the condensed consolidated
                             financial statements.


                                       21
<PAGE>   22


                       ORBITAL COMMUNICATIONS CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

(1)      ORGANIZATION

         Orbital Communications Corporation ("OCC") is a majority owned and
controlled subsidiary of Orbital Sciences Corporation ("Orbital") and is
included in Orbital's consolidated financial statements. In 1993, OCC and
Teleglobe Mobile Partners ("Teleglobe Mobile"), a partnership established by
affiliates of Teleglobe Inc. ("Teleglobe"), formed ORBCOMM Global, L.P.
("ORBCOMM"), a Delaware limited partnership, and two marketing partnerships,
ORBCOMM USA, L.P. ("ORBCOMM USA") and ORBCOMM International Partners, L.P.
("ORBCOMM International"). Each of OCC and Teleglobe Mobile is a 50% general
partner in ORBCOMM, and ORBCOMM is a 98% general partner in each of the two
marketing partnerships. Additionally, OCC is a 2% general partner in ORBCOMM
USA, and Teleglobe Mobile is a 2% general partner in ORBCOMM International.
Directly and indirectly, OCC currently holds and controls 51% and 49% of
ORBCOMM USA and ORBCOMM International, respectively. Consequently, OCC
consolidates the financial results of ORBCOMM USA, and uses the equity method
of accounting for its investments in ORBCOMM and ORBCOMM International.

         In April 1999, ORBCOMM formed ORBCOMM Enterprises, L.P., a Delaware
limited partnership ("ORBCOMM Enterprises") for the purpose of marketing and
distributing ORBCOMM's monitoring, tracking and messaging services to customers
and developing applications with respect thereto. In May 1999, ORBCOMM USA
transferred approximately $700,000 of its assets to ORBCOMM Enterprises.

(2)      BASIS OF PRESENTATION

         In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of the financial position of OCC as
of September 30, 1999, the results of its operations for the three- and
nine-month periods ended September 30, 1999 and 1998, and its cash flows for
the nine-month periods ended September 30, 1999 and 1998. These condensed
consolidated financial statements are unaudited and do not include all related
footnote disclosures and, therefore, should be read in conjunction with the
audited consolidated financial statements and the footnotes thereto for the
year ended December 31, 1998 filed with the Securities and Exchange Commission.
The results of operations for the three and nine months ended September 30,
1999 are not necessarily indicative of the results of operations expected in
the future.

(3)      RELATED PARTY TRANSACTIONS

         OCC obtains virtually all of its funding for its operations and for
its capital investments in ORBCOMM from Orbital via a non-interest bearing
intercompany borrowing arrangement. As of September 30, 1999 and December 31,
1998, OCC owed Orbital $151,939,000 and $110,287,000, respectively, none of
which is currently payable. As of September 30, 1999 and December 31, 1998, OCC
owed ORBCOMM $97,000 and $48,000, respectively.

      ORBCOMM USA currently obtains all of its funding from ORBCOMM via a
non-interest bearing intercompany borrowing arrangement. As of September 30,
1999 and December 31, 1998, ORBCOMM USA owed ORBCOMM $17,897,000 and
$13,342,000, respectively, none of which is currently payable.

      ORBCOMM USA purchased $677,000 and $525,000 of product from ORBCOMM for
the nine months ended September 30, 1999 and 1998, respectively. During the
third quarter of 1999 and 1998, ORBCOMM USA purchased $151,000 and $155,000,
respectively, of product from ORBCOMM. Effective January 1, 1999,

                                       22

<PAGE>   23


                       ORBITAL COMMUNICATIONS CORPORATION

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)


(3)   RELATED PARTY TRANSACTIONS - (CONTINUED)

ORBCOMM commenced allocating to ORBCOMM USA its respective share of expenses
incurred by ORBCOMM on behalf of ORBCOMM USA. For the three- and nine-month
periods ended September 30, 1999, ORBCOMM charged ORBCOMM USA $894,000 and
$4,663,000, respectively (none for the same periods of 1998).

(4)      COMMITMENTS AND CONTINGENCIES

         In August 1996, ORBCOMM and ORBCOMM Global Capital Corp. issued
$170,000,000 senior unsecured notes due in 2004 (the "Notes") to institutional
investors. The Notes bear interest at a fixed rate of 14% and provide for
noteholder participation in future ORBCOMM system revenues. The Notes are fully
and unconditionally guaranteed on a joint and several basis by OCC, Teleglobe
Mobile, ORBCOMM USA and ORBCOMM International. The guarantees are non-recourse
to OCC's shareholders (including Orbital) and Teleglobe Mobile's partners
(including Teleglobe).

                                       23

<PAGE>   24


                           TELEGLOBE MOBILE PARTNERS
                        (A DEVELOPMENT STAGE ENTERPRISE)

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                           (IN THOUSANDS; UNAUDITED)


<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30,              DECEMBER 31,
                                                                                 1999                      1998
                                                                         ---------------------     ---------------------
<S>                                                                      <C>                       <C>
                                ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                            $                 1       $                11
     Accounts receivable                                                               14,179                     1,023
     Current portion of deferred and prepaid contract costs                            10,724                    14,733
                                                                         ---------------------     ---------------------
          Total Current Assets                                                         24,904                    15,767
Deferred and prepaid contract costs, net of current portion                             8,220                     6,146
Investments in affiliates                                                              59,170                    58,467
                                                                         ---------------------     ---------------------

               TOTAL ASSETS                                               $            92,294       $            80,380
                                                                         =====================     =====================

                  LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
     Accounts payable and accrued liabilities                             $             1,112       $               651
     Current portion of deferred revenue                                               12,947                    11,254
                                                                         ---------------------     ---------------------
          Total Current Liabilities                                                    14,059                    11,905
Amount due to affiliates                                                                7,280                     7,389
Deferred revenue, net of current portion                                               14,415                     8,840
                                                                         ---------------------     ---------------------
          Total Liabilities                                                            35,754                    28,134
Non-controlling interest in net assets of ORBCOMM International
     Partners, L.P.                                                                    (1,216)                   (2,994)

COMMITMENTS AND CONTINGENCIES

PARTNERS' CAPITAL:
     Teleglobe Mobile, L.P.                                                            57,179                    54,688
     Teleglobe Mobile Investment Inc.                                                     577                       552
                                                                         ---------------------     ---------------------
          Total Partners' Capital                                                      57,756                    55,240
                                                                         ---------------------     ---------------------

               TOTAL LIABILITIES AND PARTNERS' CAPITAL                    $            92,294       $            80,380
                                                                         =====================     =====================
</TABLE>
              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       24

<PAGE>   25


                           TELEGLOBE MOBILE PARTNERS
                        (A DEVELOPMENT STAGE ENTERPRISE)

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (IN THOUSANDS; UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                        TOTAL
                                                                                                                     ACCUMULATED
                                                                                                                        DURING
                                                                                                                     DEVELOPMENT
                                                           THREE MONTHS ENDED              NINE MONTHS ENDED            STAGE
                                                             SEPTEMBER 30,                   SEPTEMBER 30,             THROUGH
                                                      ------------------------------  -----------------------------  SEPTEMBER 30,
                                                         1999             1998           1999           1998             1999
                                                      -------------  ---------------  -------------  --------------  --------------
<S>                                                   <C>            <C>              <C>            <C>             <C>
REVENUES:
     Service and product sales                         $     2,496    $       3,603    $    15,472    $      3,747    $     26,479

EXPENSES:
     Cost of sales                                           1,865            3,203          9,256           3,396          20,309
     Marketing, administrative and other expenses              894              371          2,665           1,422          11,286
                                                      -------------  ---------------  -------------  --------------  --------------
          Total expenses                                     2,759            3,574         11,921           4,818          31,595
                                                      -------------  ---------------  -------------  --------------  --------------

INCOME (LOSS) FROM OPERATIONS                                 (263)              29          3,551          (1,071)         (5,116)

OTHER INCOME AND EXPENSES:
     Interest income                                             0               14              0              49           2,289
     Financial charges                                           0                0              0               0            (288)
     Equity in net losses of ORBCOMM Global, L.P.          (18,527)          (9,764)       (54,674)        (23,360)       (113,218)
     Non-controlling interest in net losses (income)
          of ORBCOMM International Partners, L.P.              111              (27)        (1,778)            475           1,221
                                                      -------------  ---------------  -------------  --------------  --------------

NET LOSS                                               $   (18,679)   $      (9,748)   $   (52,901)   $    (23,907)   $   (115,112)
                                                      =============  ===============  =============  ==============  ==============
</TABLE>

              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       25


<PAGE>   26

                           TELEGLOBE MOBILE PARTNERS
                        (A DEVELOPMENT STAGE ENTERPRISE)

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


<TABLE>
<CAPTION>
                                                                                                                  TOTAL
                                                                                                                CASH FLOWS
                                                                                                                  DURING
                                                                                                                DEVELOPMENT
                                                                               NINE MONTHS ENDED                  STAGE
                                                                                 SEPTEMBER 30,                   THROUGH
                                                                       -----------------------------------      SEPTEMBER 30,
                                                                            1999               1998                1999
                                                                       ----------------  -----------------  -----------------
<S>                                                                    <C>               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                           $      (52,901)   $       (23,907)   $      (115,112)
     ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
       PROVIDED BY (USED IN) OPERATING ACTIVITIES:
     Items not affecting cash:
       Equity in net losses of ORBCOMM Global, L.P.                             54,674             23,360            113,218
       Non-controlling interest in net losses (income) of ORBCOMM
         International Partners, L.P.                                            1,778               (475)            (1,221)
                                                                       ----------------  -----------------  -----------------
     SUB-TOTAL                                                                   3,551             (1,022)            (3,115)
     Net changes in non-cash working capital items:
       Increase in accounts receivable                                         (13,156)              (978)           (14,179)
       Decrease (increase) in deferred and prepaid contract costs                1,935             (6,648)           (18,944)
       Increase (decrease) in accounts payable and accrued liabilities             461             (1,008)             1,112
       Increase in deferred revenue                                              7,268             11,529             27,362
                                                                       ----------------  -----------------  -----------------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                       59              1,873             (7,764)
                                                                       ----------------  -----------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investments in affiliates                                                 (55,265)           (26,500)          (173,290)
                                                                       ----------------  -----------------  -----------------
          NET CASH USED IN INVESTING ACTIVITIES                                (55,265)           (26,500)          (173,290)
                                                                       ----------------  -----------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase (decrease) in amount due to affiliates                              (109)            (2,206)             7,280
     Partners' contributions                                                    55,305             26,500            173,770
     Non-controlling interest in net assets of ORBCOMM
       International Partners, L.P.                                                  0                  0                  5
                                                                       ----------------  -----------------  -----------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                             55,196             24,294            181,055
                                                                       ----------------  -----------------  -----------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                                 (10)              (333)                 1

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                            11              1,439                  0
                                                                       ----------------  -----------------  -----------------

CASH AND CASH EQUIVALENTS:
     End of period                                                      $            1    $         1,106    $             1
                                                                       ================  =================  =================
</TABLE>

              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       26

<PAGE>   27


                           TELEGLOBE MOBILE PARTNERS
                        (A DEVELOPMENT STAGE ENTERPRISE)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


(1)      ORGANIZATION

         Teleglobe Mobile Partners, a Delaware general partnership (the
"Partnership"), was formed in 1993 for purposes of acting as a general and a
limited partner in ORBCOMM Global, L.P. (the "Company"), a Delaware limited
partnership, which provides data communication services using a low-Earth orbit
satellite-based communications system (the "ORBCOMM System"). The Partnership
holds a 50% participation percentage ("Participation Percentage") in the
Company, which in turn holds a 98% Participation Percentage in each of ORBCOMM
USA, L.P. ("ORBCOMM USA") and ORBCOMM International Partners, L.P. ("ORBCOMM
International"), two other partnerships formed to market services using the
ORBCOMM System in the United States and internationally, respectively. The
Partnership also holds directly a 2% Participation Percentage in ORBCOMM
International, bringing its direct and indirect Participation Percentage in
ORBCOMM International to 51%. Consequently, the Partnership consolidates the
financial results of ORBCOMM International.

(2)      BASIS OF PRESENTATION

         In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial position of the
Partnership as of September 30, 1999, the results of its operations for the
three- and nine-month periods ended September 30, 1999 and 1998, its cash flows
for the nine-month periods ended September 30, 1999 and 1998, and the period
from July 21, 1993 (date of inception) through September 30, 1999. These
condensed consolidated financial statements are unaudited and do not include
all related footnote disclosures and, therefore, should be read in conjunction
with the audited consolidated financial statements and the footnotes thereto
for the year ended December 31, 1998 filed with the Securities and Exchange
Commission. Operating results for the three- and nine-month periods ended
September 30, 1999 are not necessarily indicative of the results of operations
expected in the future. The Partnership expects to emerge from development
stage by the end of the fourth quarter of 1999.

(3)      RELATED PARTY TRANSACTIONS

         As of September 30, 1999, ORBCOMM International had a payable of
$7,280,000 to the Company for amounts advanced to support ORBCOMM
International's efforts to establish commercial markets outside the United
States ($7,071,000 as of December 31, 1998), none of which is currently
payable. ORBCOMM International is currently in development stage and still
obtains funds to support its operations through non-interest bearing advances
from the Company.

         As of December 31, 1998, ORBCOMM International had a payable of
$318,000 to ORBCOMM USA (none as of September 30, 1999).

         During the three months ended September 30, 1999 and 1998, ORBCOMM
International purchased $91,000 and $34,000, respectively, of product from the
Company. For the nine months ended September 30, 1999 and 1998, these purchases
were $436,000 and $251,000, respectively, and for the period June 30, 1993
(date of inception) through December 31, 1998, these purchases were $361,000.

                                       27

<PAGE>   28


                           TELEGLOBE MOBILE PARTNERS
                        (A DEVELOPMENT STAGE ENTERPRISE)

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)


(3)      RELATED PARTY TRANSACTIONS - (CONTINUED)

         Effective January 1, 1999, the Company commenced allocating to ORBCOMM
International its respective share of expenses incurred by the Company on
behalf of ORBCOMM International. For the three- and nine-month periods ended
September 30, 1999, the Company charged ORBCOMM International $1,156,000 and
$3,230,000, respectively (none for the same periods of 1998).

         In 1996, the Partnership entered into an administrative services
agreement with Teleglobe. Under this agreement, Teleglobe provides management
services to the Partnership. As of September 30, 1999 and December 31, 1998,
the Partnership owed Teleglobe $104,000 and $74,000, respectively, under this
agreement.

(4)       COMMITMENTS AND CONTINGENCIES

         Long-Term Debt

         In August 1996, the Company and ORBCOMM Global Capital Corp. issued
$170,000,000 aggregate principal amount of 14% Senior Notes due 2004 with
Revenue Participation Interest (the "Old Notes"). All of the Old Notes were
exchanged for an equal principal amount of registered 14% Series B Senior Notes
due 2004 with Revenue Participation Interest (the "Notes"). Revenue
Participation Interest represents an aggregate amount equal to 5% of ORBCOMM
System revenues generated from August 1996 and is payable on the Old Notes and
the Notes on each interest payment date subject to certain covenant
restrictions. The Notes are fully and unconditionally guaranteed on a joint and
several basis by the Partnership, Orbital Communications Corporation ("OCC"),
ORBCOMM USA and ORBCOMM International, except that the guarantees are
non-recourse to the shareholders and/or partners of the guarantors, limited
only to the extent necessary for each such guarantee not to constitute a
fraudulent conveyance under applicable law.

         Construction of Gateways

         In October 1996, ORBCOMM International entered into agreements with
certain manufacturers for the purchase of 24 gateway Earth stations and one
Gateway antenna that have been or will be installed around the world. During
the first nine months of 1999, installation and final acceptance of gateways in
Brazil, Argentina, Malaysia and Curacao occurred. The related revenue and the
associated costs have been properly reflected in the condensed consolidated
statements of operations. Additionally, as of September 30, 1999, ORBCOMM
International had $18,944,000 of deferred and prepaid contract costs
($20,879,000 as of December 31, 1998), of which $10,713,000 represents advance
payments to manufacturers for gateways that have not yet been completed
($12,718,000 as of December 31, 1998). Total commitments under the gateway
manufacturing agreements approximated $22,000,000 of which approximately
$5,600,000 was outstanding as of September 30, 1999. Included in deferred and
prepaid contract costs is the portion of engineering direct labor costs that
relates to the construction of gateways. As of September 30, 1999, $1,967,000
of such costs had been included in deferred and prepaid contract costs
($1,114,000 as of December 31, 1998).

         In the second quarter of 1999, ORBCOMM International recognized
$3,137,000 in revenue reflecting payments made by its former International
Licensees SEC ORBCOMM (Middle East) Ltd. ("SEC ORBCOMM") and CEC Bosphorus
Communications Ltd. ("CEC Bosphorus") under their respective service license
agreements and other associated agreements with ORBCOMM International. ORBCOMM
International had terminated these

                                       28

<PAGE>   29
                           TELEGLOBE MOBILE PARTNERS
                        (A DEVELOPMENT STAGE ENTERPRISE)

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)



(4)      COMMITMENTS AND CONTINGENCIES - (CONTINUED)

licensees for non-performance and deferred recognizing this revenue pending the
outcome of a motion for a preliminary injunction filed by SATCOM International
Group PLC, the alleged successor-in-interest to each of SEC ORBCOMM and CEC
Bosphorus ("SATCOM"). SATCOM's motion for a preliminary injunction was denied
by the district court on March 18, 1999.

(5)      SERVICE LICENSE OR SIMILAR AGREEMENTS

         As of September 30, 1999, ORBCOMM International had signed 16
agreements with international licensees, 11 of which had associated gateway
procurement contracts and software license agreements. These agreements
authorize the international licensees to use the ORBCOMM System to provide
two-way data communication services in their designated territories. As of
September 30, 1999, $27,362,000 was recorded as deferred revenue under these
agreements and the associated gateway procurement agreements ($20,094,000 as of
December 31, 1998). ORBCOMM International is obligated to construct and deliver
11 gateways to certain international licensees under certain of these
agreements (see note 4).

                                       29

<PAGE>   30


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

OVERVIEW

    In 1993, Orbital Sciences Corporation ("Orbital"), acting through Orbital
Communications Corporation ("OCC"), and Teleglobe Inc., acting through
Teleglobe Mobile Partners ("Teleglobe Mobile"), formed ORBCOMM Global, L.P.
("ORBCOMM"). OCC and Teleglobe Mobile each acquired and currently owns a 50%
partnership interest in us. Concurrently with our formation, OCC and Teleglobe
Mobile formed two marketing partnerships, ORBCOMM USA, L.P. and ORBCOMM
International Partners, L.P., that have the exclusive right to market our
services in the United States and internationally, respectively. We are a 98%
general partner in each of ORBCOMM USA and ORBCOMM International, while OCC and
Teleglobe Mobile hold the remaining 2% of ORBCOMM USA and ORBCOMM
International, respectively.

    ORBCOMM Global Capital Corp. ("Capital"), a wholly owned subsidiary of
ours, was formed in July 1996 to act as a co-issuer with us in connection with
the issuance of $170,000,000 aggregate amount of our 14% senior notes due 2004.
Capital has nominal assets and does not conduct any operations. In 1998, we
purchased the assets of Dolphin Software Systems Inc. ("Dolphin") and
established two wholly owned subsidiaries. Dolphin Information Services, Inc.,
a Delaware corporation ("DIS"), distributes outside Canada software products
that enable customers to more easily access and manage information obtained
from or regarding their remote or mobile assets using the ORBCOMM system
(collectively, the "Dolphin Software"). Dolphin Software Services ULC, a Nova
Scotia unlimited liability company ("DSS"), develops modifications and
enhancements to, and distributes in Canada, the Dolphin Software. The value
attributed to assets acquired from Dolphin is not material to our total assets.
In February 1999, we formed ORBCOMM Investment Corporation, a Delaware
corporation, as an unrestricted subsidiary for the purpose of making strategic
investments in existing and prospective international service licensees, other
service distributors and various third parties. In April 1999, we formed,
together with ORBCOMM Enterprises Corporation, a Delaware corporation and
wholly owned subsidiary of ours, ORBCOMM Enterprises, L.P., a Delaware limited
partnership ("ORBCOMM Enterprises"), as an unrestricted subsidiary of ours for
the purpose of marketing and distributing our monitoring, tracking and
messaging services to customers and developing applications with respect
thereto.

    We market our services within the United States indirectly through
value-added resellers ("VARs") through ORBCOMM USA and directly through
internally developed value-added resellers ("Internal VARs") through ORBCOMM
Enterprises, and internationally through international service licensees
("International Licensees") through ORBCOMM International. The International
Licensees may distribute our services directly or through a distribution
network including through VARs and Internal VARs.

OUR ORGANIZATIONAL STRUCTURE; BASIS OF OUR FINANCIAL REPORTING

    Our consolidated financial statements include our accounts and the accounts
of our subsidiaries, DIS, DSS, Capital, ORBCOMM Corporation, ORBCOMM Investment
Corporation, ORBCOMM Enterprises and ORBCOMM Enterprises Corporation. Since OCC
and Teleglobe Mobile have effective control over ORBCOMM USA and ORBCOMM
International, respectively, we account for each of ORBCOMM USA and ORBCOMM
International using the equity method of accounting. We do not consolidate
either ORBCOMM USA or ORBCOMM International, and therefore do not report in our
condensed consolidated financial statements either of ORBCOMM USA's or ORBCOMM
International's assets, liabilities and operating revenues and expenses.
Instead, our proportionate share of the net income and losses of each of
ORBCOMM USA and ORBCOMM International is recorded under the caption "Equity in
net losses of affiliates" in our condensed consolidated financial statements.
Correspondingly, our

                                       30

<PAGE>   31

investment in each of ORBCOMM USA and ORBCOMM International is carried at cost,
subsequently adjusted for the proportionate share of net income and losses,
additional capital contributions and distributions under the caption
"Investments in and advances to affiliates." In February 1999, we completed the
purchase of additional shares of ORBCOMM Japan Limited, our International
Licensee for Japan, increasing our equity interest in ORBCOMM Japan to
approximately 32%. With the purchase of this additional ownership interest, we
now account for our investment in ORBCOMM Japan using the equity method of
accounting. In the fourth quarter of 1999, we expect to sell our interest in
ORBCOMM Japan to ORBCOMM Investment Corporation. ORBCOMM Investment Corporation
has acquired a 20% interest in ORBCOMM Middle East & Central Asia Ltd., our
International Licensee for the Middle East and Central Asia region, and
approximately a 10% interest in ORBCOMM Maghreb, S.A., our International
Licensee for the North Africa region. In addition, ORBCOMM Investment
Corporation has acquired approximately a 5% interest, on a fully diluted basis,
in Aeris.net (formerly Aeris Communications, Inc.), a provider of two-way,
digital, cellular-based data communications.

    ORBCOMM USA pays to OCC an output capacity charge that is a quarterly fee
equal to 23% of ORBCOMM USA's total service revenues for such calendar quarter
in exchange for the exclusive right to market, sell, lease and franchise all
ORBCOMM system output capacity in the United States and exclusive use of the
tangible assets (including software) of the ORBCOMM system located in the
United States (the "System Assets"). In consideration of the construction and
financing by us of the System Assets, OCC, in turn, pays to us a system charge
that is a quarterly fee equal to the output capacity charge less 1.15% of total
aggregate revenues, defined as the aggregate of ORBCOMM USA's and ORBCOMM
International's total system service revenues ("Total Aggregate Revenues"). If
the output capacity charge as described above is less than 1.15% of Total
Aggregate Revenues, then OCC is not required to pay and does not owe any
portion of the system charge to us.

    ORBCOMM International pays to Teleglobe Mobile an international output
capacity charge that is a quarterly fee equal to 23% of ORBCOMM International's
total service revenues for such calendar quarter in exchange for the exclusive
right to market, sell, lease and franchise all ORBCOMM system output capacity
outside the United States. In consideration of the grant by us to Teleglobe
Mobile of the exclusive right to market, sell, lease and franchise all ORBCOMM
system output capacity outside the United States, Teleglobe Mobile, in turn,
pays to us a system charge that is a quarterly fee equal to the international
output capacity charge less 1.15% of Total Aggregate Revenues. If the
international output capacity charge as described above is less than 1.15% of
Total Aggregate Revenues, then Teleglobe Mobile is not required to pay and does
not owe any portion of the system charge to us.

ROLL-OUT OF OUR SERVICES

    The ORBCOMM system provides a reliable, cost-effective method of providing
fixed asset monitoring, mobile asset tracking and messaging services to a broad
range of customers around the world. To date, we have launched 28 satellites.
Of this number, 26 satellites are in commercial service, and we currently
expect to place one satellite in commercial service by the end of the fourth
quarter of 1999.

    In November 1998, we formally announced the launch of full commercial
service in the United States and Canada. The U.S. ground segment, including the
network control center and four gateway Earth stations, is operational. In
addition, gateways located in Italy, Japan, Brazil, Argentina, Malaysia, South
Korea and Curacao have successfully completed acceptance testing. Our
International Licensees for Europe, South America, Japan and Malaysia have
launched commercial service. Collectively, these International Licensees
cover approximately 75 countries. During the remainder of 1999, we expect that
our International Licensees for Mexico and the north Caribbean region will
launch commercial service as well, subject to completion of the necessary
ground infrastructure and receipt of the necessary regulatory approvals.

                                       31

<PAGE>   32

REVENUES

    We expect to emerge from development stage by the end of the fourth quarter
of 1999. Domestically, ORBCOMM USA generates revenues from the direct sale of
satellite access and usage to VARs, which sales to date have been primarily for
resale to customers. The pricing of satellite access and usage is based on many
variables, including the availability and cost of substitute services, the cost
of providing service and the nature of the user application. Pricing generally
is based on a wholesale pricing structure that incorporates an initial
activation charge, a recurring monthly charge for access to the ORBCOMM system
and a flat-rate fee for usage. In the future, we intend to implement
usage-sensitive billing.

    Domestically, ORBCOMM Enterprises also generates revenues from the sale of
our data and messaging communications services as well as applications
developed and distributed by the Internal VARs. The pricing of services
provided by the Internal VARs is based on a pricing structure similar to the
VAR pricing structure except that the Internal VAR pricing structure generates
additional revenues from value-added software and customer services, as well as
hardware, provided to the customer. In addition, ORBCOMM Enterprises expects to
generate revenues internationally from the sale of our data and messaging
communications services and applications developed by the Internal VARs.

    Internationally, ORBCOMM International generates revenues through license
fees paid by and through the sale of gateways to International Licensees. In
addition, all International Licensees in commercial service pay a monthly
satellite usage fee based on a percentage of gross operating revenues. In the
future, we expect ORBCOMM International to be able to charge the International
Licensees a monthly satellite usage fee based on the greater of a percentage of
gross operating revenues and a data throughput fee. International Licensees'
gross operating revenues are based on a wholesale pricing structure similar to
the prices charged to VARs, which includes an activation charge, a recurring
monthly access charge and a usage charge. On execution of an agreement,
International Licensees purchase a gateway or gateway components from ORBCOMM
International pursuant to a gateway procurement contract or arrange to share a
gateway with an International Licensee that is in close proximity. Cash
received under the gateway procurement contracts is generally accounted for as
deferred revenues and recognized when the gateway has successfully completed
acceptance testing. License fees from service license or similar agreements are
generally accounted for as deferred revenues and recognized over the term of
the agreements.

OPERATING EXPENSES

    We own and operate the assets that comprise the ORBCOMM system, other than
the licenses from the FCC, which are held by OCC. Satellite-based communication
systems are characterized by high initial capital expenditures and relatively
low marginal costs for providing service. In November 1998, we announced the
commencement of full commercial service in the United States and Canada and
commenced depreciation of our 28-satellite system. Additionally, we incur:

     -   engineering expenses related to the development and operation of the
         ORBCOMM system;

     -   marketing expenses related to the marketing of our services; and

     -   general, administrative and other expenses related to the operation of
         the ORBCOMM system.

    Prior to April 1999, ORBCOMM USA incurred expenses related to the
development of Internal VARs, which were included in ORBCOMM USA's marketing
expenses. In April 1999, with the formation of ORBCOMM Enterprises and the
transfer of Internal VAR assets to ORBCOMM Enterprises, ORBCOMM Enterprises
began to incur such expenses. It is anticipated that ORBCOMM Enterprises'
expenses related to the continued development and operation of the Internal
VARs, including the development of applications for customers, will increase
substantially as ORBCOMM Enterprises

                                       32

<PAGE>   33



expands the marketing and distribution efforts of the Internal VARs.

RESULTS OF OPERATION - ORBCOMM

    We have generated substantial negative cash flows to date. Our activities
have focused primarily on:

     -   the acquisition of U.S. regulatory approvals for the operation of the
         ORBCOMM system;
     -   the design, construction and launch of satellites;
     -   the design and construction of associated ground network and operating
         systems (including associated software);
     -   the development of subscriber unit manufacturing sources;
     -   the negotiation and execution of agreements with International
         Licensees;
     -   the negotiation and execution of agreements with VARs;
     -   the development of Internal VARs;
     -   the development of customer software and hardware applications;
     -   marketing and sales activities associated with our commercial
         operations; and
     -   the hiring of key personnel.

    Revenues. During the third quarter of 1999 and 1998, service and product
sales of $719,000 and $197,000, respectively, relate primarily to the sale of
subscriber units by us to both ORBCOMM USA and ORBCOMM International, which
units in turn are sold to customers. For the nine months ended September 30,
1999 and 1998, these sales were $1,783,000 and $924,000, respectively.

     Cost of product sales. During the third quarter of 1999 and 1998, cost of
product sales was $992,000 and $188,000, respectively. For the nine months
ended September 30, 1999 and 1998, these costs were $2,139,000 and $905,000,
respectively. Cost of product sales consists of the cost of the sale of
subscriber units sold by us to ORBCOMM USA and ORBCOMM International, which
units in turn are sold to customers.

     Engineering expenses. During the third quarter of 1999 and 1998, we
incurred $6,658,000 and $4,644,000, respectively, in ORBCOMM system engineering
expenses. For the nine months ended September 30, 1999 and 1998, these expenses
were $18,321,000 and $11,969,000, respectively. We are capitalizing a portion
of engineering direct labor costs that relates to hardware and system design
and development and coding of the software products that enhance the operation
of the ORBCOMM system. Engineering expenses, which consist primarily of
salaries and employee-related expenses, were higher in 1999 due in substantial
part to a lower capitalization of engineering expenses and a greater number of
employees.

     Marketing, administrative and other expenses. During the third quarter of
1999 and 1998, we incurred $11,276,000 and $10,886,000, respectively, of
marketing, administrative and other expenses. For the nine months ended
September 30, 1999 and 1998, these expenses were $30,308,000 and $24,089,000,
respectively. These expenses were higher quarter-over-quarter due in
substantial part to increased costs relating to a greater number of employees.

     Depreciation. During the third quarter of 1999 and 1998, we incurred
$11,108,000 and $3,021,000, respectively, in ORBCOMM system depreciation
expense. For the nine months ended September 30, 1999 and 1998, these expenses
were $34,865,000 and $7,359,000, respectively. Depreciation expense increased
in 1999 as a result of the November 1998 launch of full commercial service of
the ORBCOMM System in the United States and Canada, at which time we commenced
depreciation of our 28-satellite system. We expect depreciation expense in 1999
to be approximately $47,000,000.

                                       33

<PAGE>   34


     Interest income. During the third quarter of 1999 and 1998, we recognized
$72,000 and $330,000, respectively, of interest income. For the nine months
ended September 30, 1999 and 1998, we recognized $257,000 and $1,111,000 of
interest income, respectively. Interest income consists of interest earned on
the invested portion of the net proceeds of our 14% senior notes due 2004, our
$5,000,000 note from MetLife Capital Corporation and the investment of unused
capital contributions from our partners. Interest income was lower
quarter-over-quarter primarily due to the use of the proceeds of our notes and
the MetLife note to fund our operations.

     Interest expense and other financial charges. During the third quarter of
1999 and 1998, we recognized interest expense and other financial charges of
$6,403,000 and $210,000, respectively. For the nine months ended September 30,
1999 and 1998, these expenses were $19,571,000 and $630,000, respectively.
Interest expense consists primarily of interest on our notes. Interest expense
increased in 1999 as a result of the November 1998 launch of full commercial
service of the ORBCOMM System in the United States and Canada, at which time we
stopped capitalizing interest expense related to the ORBCOMM system.

     Equity in net losses of affiliates. During the third quarter of 1999 and
1998, we recognized $1,388,000 and $818,000, respectively, of equity in net
losses of affiliates. Equity in net losses of affiliates represents our
proportionate share of ORBCOMM USA's net losses, ORBCOMM International's net
income (losses) and ORBCOMM Japan's net losses. For the nine months ended
September 30, 1999 and 1998, $1,897,000 and $4,051,000, respectively, were
recognized as equity in net losses of affiliates. Equity in net losses of
affiliates decreased in 1999 because our subsidiary, ORBCOMM International,
generated a net income for the nine months ended September 30, 1999, whereas it
generated a net loss for the same period of 1998. Please refer to ORBCOMM USA's
and ORBCOMM International's Results of Operation below for additional
information.

RESULTS OF OPERATION - ORBCOMM USA

    Revenues. During the third quarter of 1999 and 1998, ORBCOMM USA recognized
revenues relating to the sale of products and services of $551,000 and $129,000
respectively. For the nine months ended September 30, 1999 and 1998, these
revenues were $1,142,000 and $462,000, respectively. Total revenues increased
in 1999 due in substantial part to an increase in service revenues received by
ORBCOMM USA.

     Cost of sales. During the third quarter of 1999 and 1998, cost of sales
was $200,000 and $156,000, respectively. For the nine months ended September
30, 1999 and 1998, these costs were $590,000 and $524,000, respectively. Cost
of sales consists primarily of the costs of subscriber units sold to customers.
Improvement of 1999 gross margin is primarily due to an increase in service
revenue.

     Marketing expenses. During the third quarter of 1999 and 1998, ORBCOMM USA
incurred $1,183,000 and $862,000, respectively, of marketing expenses. For the
nine months ended September 30, 1999 and 1998, these expenses were $5,404,000
and $3,103,000, respectively. The increase in marketing expenses from 1998 to
1999 is a result of an increase in employee-related expenses, which increase is
partially offset by the fact that, beginning in April 1999, ORBCOMM
Enterprises, as opposed to ORBCOMM USA, began incurring marketing expenses
related to the development of the Internal VARs.

RESULTS OF OPERATION - ORBCOMM INTERNATIONAL

     Revenues. During the third quarter of 1999 and 1998, ORBCOMM International
recognized service and product sales of $2,496,000 and $3,603,000,
respectively. For the nine months ended September 30,


                                       34

<PAGE>   35


1999 and 1998, these revenues were $15,472,000 and $3,747,000, respectively.
The increase in service and product sales for the nine months ended September
30, 1999 is primarily due to a greater number of gateways that have been
installed and recognized as revenues.

     ORBCOMM International's service and product sales are generated from the
following activities:

         -    Revenue from sale of subscriber communicators and ORBCOMM
              services. During the third quarter of 1999 and 1998, ORBCOMM
              International recognized revenues relating to the sale of
              subscriber communicators and ORBCOMM services of $190,000 and
              $15,000, respectively. For the nine months ended September 30,
              1999 and 1998, these revenues were $423,000 and $159,000,
              respectively. These revenues consist primarily of revenues from
              the sale of subscriber communicators to customers.

         -    Construction of gateways. During the third quarter of 1999 and
              1998, ORBCOMM International recognized revenues from the
              installation and final acceptance of gateways of $2,055,000 and
              $3,588,000, respectively. For the nine months ended September 30,
              1999 and 1998, these revenues were $11,186,000 and $3,588,000,
              respectively. During the first nine months of 1999, installation
              and final acceptance of gateways in Brazil, Argentina, Malaysia
              and Curacao occurred, whereas, during the same period of 1998,
              installation and final acceptance of the gateway in South Korea
              occurred.

         -    Service license and similar agreements ("SLAs"). ORBCOMM
              International recognized $251,000 and $726,000 as amortization of
              license fees associated with SLAs for the three- and nine-month
              periods ended September 30, 1999, respectively (none for the same
              periods of 1998). These agreements authorize the International
              Licensees to use the ORBCOMM system to provide two-way data
              communication services in their respective territories. License
              fees from the SLAs are accounted for as deferred revenues and
              recognized over the term of the agreements.

              In the second quarter of 1999, ORBCOMM International recognized
              $3,137,000 in revenue reflecting payments previously made by its
              former International Licensees SEC ORBCOMM (Middle East) Ltd. and
              CEC Bosphorus Communications Ltd. under their respective SLAs and
              associated agreements with ORBCOMM International. ORBCOMM
              International had terminated these licensees for non-performance
              and had deferred recognizing this revenue pending the outcome of
              a motion for a preliminary injunction filed by SATCOM
              International Group PLC, the alleged successor-in-interest to
              each of SEC ORBCOMM and CEC Bosphorus. SATCOM's motion for a
              preliminary injunction was denied by the district court on March
              18, 1999.

     Cost of sales. For the three months ended September 30, 1999 and 1998,
cost of sales was $1,865,000 and $3,203,000, respectively. For the nine months
ended September 30, 1999 and 1998, these costs were $9,256,000 and $3,396,000,
respectively. Cost of sales consists primarily of the cost of the sale of
gateways. The increase in cost of sales for the nine-month period ended
September 30, 1999 is primarily due to a greater number of gateways that were
installed during this period.

     Marketing expenses. During the third quarter of 1999 and 1998, ORBCOMM
International incurred $858,000 and $346,000, respectively, of marketing
expenses. For the nine months ended September 30, 1999 and 1998, these expenses
were $2,587,000 and $1,321,000, respectively. The variance in marketing
expenses results primarily from an increase in employee-related expenses.

                                       35

<PAGE>   36


SUPPLEMENTAL DATA

    Set forth below is certain supplemental data for the ORBCOMM system
comprising data of ORBCOMM, ORBCOMM USA and ORBCOMM International for the nine
months ended September 30, 1999. Such supplemental data should be read in
conjunction with our condensed consolidated financial statements and the
condensed financial statements of ORBCOMM USA and ORBCOMM International, and
the notes thereto located elsewhere in this report.

<TABLE>
<CAPTION>

                                                   SUPPLEMENTAL DATA
                                         NINE MONTHS ENDED SEPTEMBER 30, 1999
                                                   (IN THOUSANDS)
                                                                              ORBCOMM          ELIMINATION
                                   ORBCOMM             ORBCOMM USA         INTERNATIONAL         ENTRIES          TOTAL
                                 -----------------  ------------------  ------------------- ----------------  --------------
<S>                              <C>                <C>                 <C>                 <C>               <C>
Total revenue(1)                  $     1,783        $          1,142    $          15,472   $      (1,285)    $     17,112
Expenses                               85,662  (2)              5,994               11,843            1,285         102,214
Income (loss) from operations        (83,879)                 (4,852)                3,629                         (85,102)
Interest income                           257                       0                    0                              257
Interest expense                       19,571  (3)                  0                    0                           19,571
Equity in net losses of
   ORBCOMM Japan Limited                  698                       0                    0                0             698
Non-controlling interest in net
   losses of consolidated
   subsidiaries(4)                          0                       0                    0             (24)            (24)
Net income (loss)                   (103,891)  (4)            (4,852)                3,629               24       (105,090)
Capital expenditures                   39,076  (5)                  0                    0                           39,076
</TABLE>

<TABLE>
<CAPTION>

                                                       SUPPLEMENTAL DATA
                                                  AS OF SEPTEMBER 30, 1999

                                        (IN THOUSANDS, EXCEPT FOR SUBSCRIBER UNIT DATA)

                                                                                            ORBCOMM
                                                  ORBCOMM            ORBCOMM USA         INTERNATIONAL        TOTAL
                                             -------------------  ------------------  -------------------  ------------
<S>                                          <C>                  <C>                 <C>                  <C>
Cash and cash equivalents                     $           6,151    $              0    $               0    $    6,151
Mobile Communications Satellite System, net             332,157                   0                    0       332,157
Total debt                                              170,308                   0                    0       170,308
Activated (6)                                                 0               9,300                5,158        14,458
</TABLE>

------------------------------
(1) ORBCOMM, ORBCOMM USA and ORBCOMM International are development stage
    enterprises.
(2) Includes $34,894,000 of depreciation expense and goodwill amortization.
(3) Includes $779,000 of amortization of deferred financing fees.
(4) Excludes equity in net losses of ORBCOMM USA and ORBCOMM International of
    $1,199,000.
(5) Represents cash and non-cash capital expenditures, principally for the
    construction of the space and ground network system elements.
(6) Represents subscriber units that have been activated on the ORBCOMM
    system, some of which are not revenue generating.

LIQUIDITY AND CAPITAL RESOURCES

    We have incurred cumulative net losses from inception and have financed our
operations to date primarily with capital contributions from our partners and
through financing activities. For the nine months ended September 30, 1999 and
1998, net cash used in operating activities was $82,399,000 and $41,263,000,
respectively, primarily as a result of a net loss (excluding items not
affecting cash for

                                       36

<PAGE>   37


depreciation, amortization and equity in net losses of affiliates) of
$67,520,000 and $34,928,000, respectively. The increased net loss for the nine
months ended September 30, 1999, excluding items not affecting cash, is
primarily attributable to higher operating expenses related to the roll-out of
global commercial services and because interest expense is no longer
capitalized as it was during the construction phase of the ORBCOMM system.

    Cash flows from investing activities for the nine months ended September
30, 1999 used cash of $12,234,000, primarily as a result of additional capital
expenditures and additional investments in and advances to affiliates. In the
first nine months of 1999, we invested $4,617,000 for the design, development
and construction of satellites, launch services and the design and construction
of the U.S. ground segment, excluding $34,459,000 of accrued milestone
obligations under the September 1995 procurement agreement, as well as under
the 1999 procurement agreement with Orbital. Further, in April 1999 we invested
$3,000,000 in Aeris.net, a provider of two-way, digital, cellular-based data
communications and with whom we have executed a service provider agreement. For
the nine months ended September 30, 1998, cash used in investing activities was
$15,717,000, primarily for capital expenditures, advances to affiliates and
purchases and sales of investments.

    Cash flows from financing activities for the nine months ended September
30, 1999 and 1998 provided cash of $96,985,000 and $48,195,000, respectively.
The increase quarter-over-quarter is primarily attributable to increased
capital contributions from our partners, which were $99,765,000 and $49,000,000
for the nine months ended September 30, 1999 and 1998, respectively.

    Expected future uses of cash include employee-related expenses, additional
capital expenditures related to the replenishment or enhancement of our
satellite constellation, debt servicing and working capital requirements. In
addition, we intend to continue to increase marketing and product development
expenditures in anticipation of expanded commercial operations. The total cost
of our 35-satellite system is expected to be approximately $339,000,000,
excluding capitalized interest as well as amounts under the 1999 procurement
agreement with Orbital as discussed below. Of this amount:

     -   $243,000,000 is for the design, development and construction of the
         satellite constellation and associated launch services;
     -   $39,000,000 is for the design and construction of the U.S. ground
         segment;
     -   $16,000,000 is for insurance; and
     -   approximately $41,000,000 is for other system costs such as
         engineering and billing system costs.

    The foregoing information reflects our current estimate of our funding
requirements for our 35-satellite constellation. Actual amounts may vary from
such estimates for a variety of reasons, including satellite failures.

    As of February 1, 1999, we signed a new procurement agreement with Orbital,
which was amended on September 30, 1999. Under this amended agreement we will
procure, at a minimum, eleven additional satellites, two satellite propulsion
rings and two separate Pegasus(R) launch vehicles, at a total cost of
approximately $93,000,000. In addition, under this agreement we have the option
to procure up to 19 additional satellites and associated launch services using
the Pegasus launch vehicle. We expect that these additional satellites will be
used, among other things, to meet certain of the milestones set forth in the
license granted by the FCC on March 31, 1998 authorizing OCC to launch an
additional 12 low-Earth orbit ("LEO") satellites, as replenishment satellites,
as ground spares or to enhance our satellite constellation.


                                       37

<PAGE>   38

    We expect to continue to generate negative cash flows for at least the next
several quarters. We expect that a portion of our cash requirements will be met
through revenues from operations. Our ability to generate significant revenues
is subject to numerous uncertainties. Our service and equipment contracts are
U.S. dollar-based and, hence, not subject to foreign currency risk. Through
September 30, 1999, OCC and Teleglobe Mobile had made capital contributions to
us totaling $327,565,000. While they are not contractually required to do so,
our partners are currently funding our operations. We will require additional
capital and may seek to raise such additional capital through additional
contributions or loans from our current partners, other equity or debt
financings or operating lease arrangements or we may seek to enter into
strategic arrangements. We cannot assure you, however, that other equity or
debt financing or operating lease arrangements will be available including,
without limitation, from our current partners, and, if so, that they will be
available on terms acceptable to us or that strategic arrangements will be
possible and, if so, that they will be possible on terms acceptable to us.

    We have issued $170,000,000 of notes that mature in August 2004. The notes
earn a 14% fixed interest as well as a 5% revenue participation interest on
service and certain other revenues. The market price for these notes may
fluctuate as a function of market interest rate changes, investors' perception
of the risks associated with an investment in our notes and our revenue growth.

RISK FACTORS

    Many statements contained in this report are not historical and are
forward-looking in nature. Examples of such forward-looking statements include
statements concerning:

     -   our operations, funding needs and financing sources;
     -   our launch and commercial service schedules;
     -   our cash flows and profitability;
     -   future regulatory approvals;
     -   expected characteristics of competing systems; and
     -   expected actions of third parties such as equipment suppliers, VARs
         and International Licensees.

    These forward looking statements are inherently predictive and speculative,
and are based on our current views and assumptions regarding future events and
operating performance. The following are some of the risks that could cause
actual results to differ significantly from those expressed or implied by such
statements.

WE HAVE AN UNPROVEN TRACK RECORD

    We expect to incur continued net losses. We incurred cumulative net losses
of approximately $225,588,000 through September 30, 1999 and expect losses to
continue for at least the next several quarters. Our continued business
development will require substantial expenditures, most of which we will incur
before we realize significant revenues from the ORBCOMM system. Together with
our operating expenses, these expenditures will result in negative cash flows
unless or until we establish an adequate revenue-generating customer base. We
cannot assure you that we will have positive cash flows or that we will become
profitable.

    We have a limited operating and financial history. You have limited
operating and financial data on which to evaluate our business performance. We
have conducted full commercial operations for only a limited period of time.
Our ability to provide commercial service globally or even in key markets and
to generate positive operating cash flows will depend on our ability to,
directly or indirectly, among other

                                       38

<PAGE>   39

things:

     -   successfully operate and maintain the satellites in the constellation;
     -   integrate the various ORBCOMM system segments, including the
         satellites, the ground and control infrastructure and the hardware and
         software used in customer applications;
     -   develop distribution capabilities within the United States and
         licensing and distribution arrangements outside the United States
         sufficient to capture and retain an adequate customer base;
     -   successfully and timely launch an additional plane of satellites to
         create an enhanced satellite constellation;
     -   install the necessary ground infrastructure and obtain the necessary
         regulatory and other approvals outside the United States; and
     -   provide for the timely design, manufacture and distribution of
         subscriber units to customers in sufficient quantities, with
         appropriate functional characteristics and at competitive prices for
         various applications.

WE WILL HAVE SIGNIFICANT ADDITIONAL FUNDING REQUIREMENTS

   Additional funding required to provide global service could be significant.
To complete and maintain our enhanced satellite constellation and to expand
global service, we will require significant additional capital expenditures. We
currently expect that the total cost of our 35-satellite constellation will be
approximately $339,000,000, excluding $57,089,000 of capitalized interest as
well as $93,000,000 under the 1999 procurement agreement with Orbital. Through
September 30, 1999, we had expended approximately $334,500,000 on satellite
constellation design, construction and launch services, design and construction
of the U.S. ground segment and insurance and other system costs, excluding
approximately $57,000,000 of capitalized interest, and including certain
amounts under the 1999 procurement agreement with Orbital. To finance these
expenditures, Orbital, through OCC, and Teleglobe, through Teleglobe Mobile,
had invested $327,565,000 in us through September 30, 1999. In addition, we
received net proceeds of approximately $164,000,000 from the sale of our notes
and $5,000,000 from the MetLife note, and as of September 30, 1999, Orbital had
deferred invoicing $85,259,000 under the 1995 procurement agreement as well as
the 1999 procurement agreement. While they are not contractually required to do
so, our partners are currently funding our operations. We will require
additional capital and may seek to raise such additional capital through
additional contributions or loans from our current partners, other equity or
debt financings or operating lease arrangements or we may seek to enter into
strategic arrangements. We cannot assure you, however, that other equity or
debt financing or operating lease arrangements will be available including,
without limitation, from our current partners, and, if so, that they will be
available on terms acceptable to us or that strategic arrangements will be
possible and, if so, that they will be possible on terms acceptable to us.

    Developing, marketing and distributing data communication services to
customers, constructing certain components of the ground infrastructure or
procuring and launching additional satellites may require us to make
significant expenditures that are not currently planned. These additional
expenditures may arise as a result of, among other things:

     -   a decision to establish additional Internal VARs;
     -   the requirement that we construct international gateways because
         International Licensees are unable or unwilling to do so; or
     -   the requirement that we procure and launch satellites to replace
         satellites in the event of, for example, an uninsured loss.

    In addition, interest expense on our notes represents a significant cash
requirement for us.

                                       39

<PAGE>   40

    Our substantial debt service obligations could affect our competitiveness.
We have a highly leveraged capital structure. As of September 30, 1999, our
liabilities totaled approximately $274,000,000. Our debt service requirements
could negatively affect our market value because of the following:

     -   our ability to obtain additional financing for future working capital
         needs or for other purposes may be limited;
     -   a substantial portion of our cash flows from operations will be
         dedicated to paying principal and interest on our indebtedness,
         thereby reducing funds available for operations and business
         expansion; and
     -   we may have greater exposure to adverse economic conditions than
         competing companies that are not as highly leveraged.

    These factors could negatively affect our financial condition and results
of operations.

    Restrictive covenants in the indenture could prevent us from taking
otherwise sound business action. The indenture governing our notes contains
certain restrictive covenants. The restrictions in the indenture affect, and in
some cases significantly limit or prohibit, our ability to, among other things:

     -   incur additional indebtedness;
     -   make prepayments of certain indebtedness;
     -   make distributions;
     -   make investments;
     -   engage in transactions with affiliates;
     -   issue capital stock;
     -   create liens;
     -   sell assets; and
     -   engage in mergers and consolidations.

    If we fail to comply with the restrictive covenants in the indenture
governing our notes, our obligation to repay the notes may be accelerated.

MARKET DEMAND FOR OUR PRODUCTS AND SERVICES IS NOT CERTAIN

    Customer acceptance depends on several factors. The success of the ORBCOMM
system will depend on customer acceptance of our services, which is contingent
on a number of factors, including:

     -   the number of satellites that are operational at any time;
     -   completion and performance of the necessary ground infrastructure;
     -   receipt of the necessary regulatory and other approvals to operate in a
         particular country;
     -   the availability of subscriber units that are compatible with the
         ORBCOMM system and meet the varying needs of customers;
     -   the price of our services and related subscriber units; and
     -   the extent, availability and price of alternative data communication
         services.

    As with any new communications service, we cannot assure you that the
market will accept our services.

    In addition, we believe that market acceptance of certain of our services
depends on the design, development and commercial availability of integrated
hardware and software applications that support the specific needs of our
target customers. Our VARs, Internal VARs and applications developers are

                                       40

<PAGE>   41



responsible for developing and/or marketing such applications. If there is a
lack of, or a delay in the availability of, the components necessary to fulfill
our customers' business requirements, market acceptance of ORBCOMM services
could be adversely affected.

    Currently over 100 companies are using or are in the process of evaluating
the ORBCOMM system. Our business plan assumes that our potential customers will
accept certain limitations inherent in satellite communication services. For
example, the ORBCOMM system's line-of-sight limitation, particularly in "urban
canyons," and its limited ability to penetrate buildings and other objects
could limit customers' use of the ORBCOMM system and services. In addition to
the limitations that the ORBCOMM system architecture imposes, our services will
not be available in those countries where we or our International Licensees
have not obtained the necessary regulatory and other approvals. Certain
potential customers may find these limitations on the availability of our
services to be unacceptable.

    Competition comes from several sources. Competition in the communications
industry is intense, fueled by rapid and continuous technological advances and
alliances among industry participants seeking to use such advances
internationally to capture significant market share. Although currently no
other company is providing the same global, satellite-based commercial data
communication services that we provide, we anticipate that the ORBCOMM system
will face competition from numerous existing and potential alternative
communication services. We expect that potential competitors may include:

     -   operators or users of other LEO satellite networks similar to the
         ORBCOMM system whose satellites operate below 1GHz;
     -   operators or users of networks of LEO satellites operating above 1GHz
         that offer voice telephony as well as data services;
     -   operators or users of medium-Earth orbit satellite systems that use
         satellites with orbits located between 2,000 and 18,000 miles above the
         Earth;
     -   operators or users of geostationary or geosynchronous satellite systems
         that use satellites with orbits located approximately 22,300 nautical
         miles directly above the equator; and
     -   operators and users of terrestrial-based data communication systems.

    If any of our competitors succeeds in marketing and deploying systems with
services having functions and prices similar to those we offer or expect to
offer, our ability to compete in markets served by such competitors may be
adversely affected.

    Some of our actual or potential competitors have financial, personnel and
other resources that are substantially greater than our resources. In addition,
a continuing trend toward consolidation and strategic alliances in the
communications industry could give rise to significant new competitors.
Furthermore, any foreign competitor may benefit from subsidies from, or other
protective measures taken by, its home country. Some of these competitors could
develop more technologically advanced systems than the ORBCOMM system or could
provide more efficient or less expensive services than those that we provide or
expect to provide.

    We may also face competition in the future from companies using new
technologies including new satellite systems. A number of these new
technologies, even if they are not ultimately successful, could negatively
affect us. Additionally, our business could be adversely affected if
competitors begin or expand their operations or if existing or new
communications service providers are able to penetrate our target markets.

                                       41

<PAGE>   42


RELIANCE ON THIRD PARTIES COULD AFFECT OUR OPERATIONS

    We will rely heavily on VARs within the United States. In the United
States, we intend to rely heavily on VARs to market and distribute many of our
services to customers. Our success depends, in part, on our ability to attract
and retain qualified VARs. We cannot assure you that we will be able to enter
into VAR agreements for additional markets at the times or on the terms we
expect or that we will be able to retain our existing VARs when the terms of
their respective agreements end.

    We believe that for the VARs to successfully market our services, they will
need to design, develop and make commercially available data applications that
support the specific needs of our target customers. This will require the VARs
to commit substantial financial and technological resources. Certain VARs are
or are likely to be newly formed ventures with limited financial resources, and
these entities may not be successful in designing data applications or
marketing our services effectively. The inability of VARs to provide data
applications to customers could negatively affect market acceptance of our
services. Also, if VARs fail to develop data applications, we may do so, which
will increase our expenses. Furthermore, our reseller agreements provide that
VARs will use all reasonable commercial efforts to market and distribute our
services, although generally the VARs are not required to meet established
sales objectives. We cannot assure you that VARs will successfully develop a
market for and distribute our services.

    Although we are developing VARs internally, we currently act primarily as a
wholesaler to VARs. Thus, the cost to customers for our services purchased
through VARs is largely beyond our control. Furthermore, we will have no rights
independently to offer particular data applications developed by VARs or to use
the associated software unless we enter into appropriate licensing agreements.
By developing Internal VARs, we may create actual or apparent conflicts with
certain VARs, which could adversely affect such VARs' willingness to invest
resources in developing and distributing data applications for the ORBCOMM
system.

    We will rely heavily on International Licensees outside the United States.
Outside the United States, we enter into agreements with International
Licensees. The International Licensees are responsible in their territories for
procuring and installing the necessary gateways, obtaining the necessary
regulatory and other approvals to provide services using the ORBCOMM system and
marketing and distributing our services. We select the International Licensees
primarily by evaluating their ability to market and distribute our services
successfully. Although we consider many elements in evaluating potential
International Licensees, an individual International Licensee may not satisfy
any one or more of these elements. Our success depends, in part, on our ability
to attract and retain qualified International Licensees. We cannot assure you
that we will be able to enter into agreements with International Licensees for
additional territories at the times or on the terms we expect, or that we will
be able to retain our existing International Licensees when the terms of their
respective agreements end. In addition, each agreement we have executed with an
International Licensee provides that the International Licensee may terminate
the agreement upon one year's written notice, and any International Licensee
may decide to do so. Also, ORBCOMM International has the right under the terms
of these agreements to terminate such agreements based on the non-performance
of the licensee as described therein.

    We are required to give one of our International Licensees satellite usage
fee credits as a result of our failure to meet certain ORBCOMM system launch
milestones. Moreover, certain of the agreements grant International Licensees
the right to terminate their agreements if they are unable to obtain the
necessary regulatory and other approvals within certain time parameters. Our
International Licensees may not be successful in obtaining the necessary
regulatory and other approvals, and, even if successful, the International
Licensees may not develop a market and/or a distribution network for our
services.

                                       42

<PAGE>   43


    Certain International Licensees are or are likely to be newly formed
ventures with limited financial resources. These entities may not be successful
in procuring and installing the necessary gateways, obtaining the necessary
regulatory approvals or successfully marketing and distributing our services.
The general form of our service license agreement does not obligate us or give
us the contractual right to construct the necessary gateway if an International
Licensee is unable or unwilling to construct one. In the future, and if an
International Licensee is unable or unwilling to do so, we may desire to
construct, or finance the construction of, the necessary gateway. However, the
International Licensee or the relevant governmental authority may not permit us
to construct the gateway, or we may not be able to bear the cost of
constructing the gateway, which cost may be significant.

    We will rely heavily on subscriber unit manufacturers to satisfy customer
demand. Our success depends in part on manufacturers developing, on a timely
basis, relatively inexpensive subscriber units. While we have executed seven
subscriber unit manufacturing agreements and have type approved 13 different
subscriber unit models, a sufficient supply of these subscriber units may not
be available to customers at prices or with functional characteristics that
meet customers' needs. On occasion, we have found it advisable to purchase or
to subsidize the purchase of subscriber units and may do so in the future. The
cost of these purchases or subsidies could be significant. Generally, we expect
to sell these subscriber units to VARs, Internal VARs and International
Licensees at prices equal to or greater than cost, although we cannot assure
you that we will be able to do so. If subscriber unit manufacturers are unable
to develop and manufacture subscriber units successfully at cost-effective
prices that both meet the needs of customers and are available in sufficient
numbers, market acceptance of the ORBCOMM system and the quality of our
services could be affected, which, in turn, could negatively affect our
financial condition and results of operations.

    We rely heavily on Orbital for our most important assets. We do not
independently have, and do not intend to acquire, except by contracting with
other parties, the ability to design, construct or launch the ORBCOMM
satellites. Under the 1995 procurement agreement with Orbital, we have
contracted with Orbital to provide these services on a fixed-price basis,
subject to adjustments for out-of-scope work. We may terminate this procurement
agreement if Orbital fails to achieve certain milestones within 56 weeks after
the contracted completion date or if Orbital fails to comply materially with
any terms of the procurement agreement. We may not, however, withhold payments
under this procurement agreement solely because Orbital fails to achieve
certain milestones by the dates originally planned. As of February 1, 1999, we
executed a new procurement agreement with Orbital, which was amended on
September 30, 1999. Under this amended agreement we will procure, at a minimum,
among other things, 11 additional satellites, two satellite propulsion rings
and two separate Pegasus launch vehicles, at a total cost of approximately
$93,000,000. In addition, we have an option to procure up to 19 additional
satellites and associated launch services using the Pegasus launch vehicle.
Depending on the product or service being purchased, we are required to pay
Orbital a fixed fee, subject to certain incentive payments and other
adjustments, or on a time and materials basis. Under this procurement
agreement, we are entitled to withhold payments from Orbital based on the
failure to achieve certain milestones, until such time as such milestones are
achieved or we have waived in writing the requirement to achieve such
milestones.

    An adverse effect on Orbital and its business for whatever reason may
adversely affect Orbital's ability to perform under these procurement
agreements. We have not identified any alternate provider of the services
Orbital currently provides. An alternate service provider may not be available
or, if available, may not be available at a cost or on terms acceptable to us.

    We rely heavily on third parties to control access to our proprietary
information. Our success and ability to compete depend to a certain degree on
our proprietary technology, and we depend on Orbital's intellectual property
rights relating to the ORBCOMM system. Under the 1995 procurement agreement

                                       43

<PAGE>   44



and the 1999 procurement agreement, Orbital or its subcontractors generally own
the intellectual property relating to the work performed by Orbital under the
procurement agreements, including the ORBCOMM satellites, other than certain
communications software, and the U.S. ground segment. We rely primarily on
copyright and trade secret law to protect our technology. While we have applied
for two patents, neither of our patent applications has yet been granted. We
have entered into confidentiality agreements with each of our employees,
consultants and vendors, which agreements, where appropriate, obligate the
signatory to assign to us proprietary technology developed during performance
under the agreements and generally to control access to and distribution of our
software, documentation and other proprietary information. Notwithstanding
these precautions, it may be possible for a third party to copy or otherwise
obtain and use our software or other proprietary information without
authorization or to develop similar software independently. In addition, absent
the appropriate licensing agreements, we have no rights independently to offer
particular applications developed by VARs or to use the software included in
these applications. Enforcing intellectual property rights to these products
will depend on the VARs. Furthermore, the laws of countries outside the United
States may afford us and the VARs little or no effective protection of our
intellectual property. Losing protection of these intellectual property rights
could negatively affect our financial condition and results of operations.

    The steps we have taken may not prevent misappropriation of our technology,
and agreements entered into for that purpose may not be enforceable. In
addition, we may have to resort to litigation in the future to enforce our
intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others or to defend against
claims of infringement or invalidity. This litigation, whether or not
successful, could result in substantial costs and diverted resources, each of
which could negatively affect our financial condition and results of
operations.

RISKS RELATED TO SATELLITES COULD AFFECT OUR OPERATIONS

    A significant portion of our tangible assets are our LEO satellites and the
related ground infrastructure. The loss or failure of satellites in the
constellation could negatively affect us.

    Useful life of satellites; Damage to or loss of satellites. There are many
factors that contribute to and may affect the useful life of any satellites,
including our satellites, such as the quality of the satellites' design and
construction and the durability and expected gradual environmental degradation
of their electrical and other components.

    The first generation of ORBCOMM satellites have eight-year design lives,
with the exception of the first two satellites placed in orbit in April 1995,
each of which has a design life of four years. We cannot assure you that any
satellite will operate for the full duration of its design life.

    In addition, loss of or damage to our satellites may result from a variety
of causes, including:

     -   electrostatic storms;
     -   collisions with other objects, including space debris, man-made
         objects or certain space phenomena such as comets, meteors or meteor
         showers;
     -   random failure of satellite components; or
     -   high levels of radiation.

    Also, loss of or damage to our satellites may result from the failure of
the launch vehicle that was to place the satellites in orbit.

    The ORBCOMM system was designed to provide for redundancy in the event of
the loss or failure of

                                       44

<PAGE>   45



one or more satellites in the constellation, whether due to a satellite
reaching the end of its design life or some other cause. However, the loss or
failure of satellites in the constellation may cause:

     -   gaps in service availability;
     -   significantly degraded service quality;
     -   increased costs; or
     -   loss of revenue for the period that service is interrupted or
         impaired.

    Satellite anomalies. In addition to the factors discussed above, there are
a number of factors that may cause anomalies with respect to the operation or
performance of satellites in orbit. In connection with the deployment of our
satellite constellation, we experienced certain anomalies with respect to
several of our satellites. These anomalies include reduced power levels on
certain satellites and the failure of certain satellites to transmit data to
subscriber units. While we have bypassed the data transmission anomaly, the
coverage footprint of such satellites is reduced. Moreover, implementation of
the bypass requires that certain manufacturers modify certain subscriber
communicator models to enable them to work with the modified satellites. You
should also note that:

     -   anomalies such as those described above, or other anomalies that have
         comparable effects, could occur in the future with respect to the
         in-orbit satellites or additional satellites launched by us; and
     -   while the anomalies described above have not materially affected our
         business, if we are unable to correct such anomalies, if applicable,
         or should additional anomalies occur in the future with respect to the
         other in-orbit satellites or additional satellites that we launch,
         such events could negatively affect our business.

    Launch-related risks. To date, we have successfully launched 28 satellites
into their proper orbits. Of this number, 26 satellites are in commercial
service, and we currently expect to place one satellite in commercial service
by the end of the fourth quarter of 1999. Currently, we plan to launch seven
additional satellites on a Pegasus launch vehicle in 1999. Satellite launches
are subject to significant risks, including:

     -   failure of the launch vehicle due to a crash or explosion, which could
         cause disabling damage to or loss of the satellites;
     -   damage to the satellites during loading into the launch vehicle, during
         the launch itself or as the satellites are deployed by the launch
         vehicle;
     -   failure of the satellites to achieve their proper orbits; and
     -   unreasonable delays related to poor weather conditions or prior launch
         failures.

    We bear the risk of loss of a launch vehicle and satellites upon release of
the Pegasus launch vehicle from Orbital's L-1011 aircraft. Our insurance
against the loss of a launch vehicle and its satellite payload may be limited.
If our next satellite launch fails, or if we should need to procure launch
services from an alternate provider for any reason, the resulting delays would
increase the costs to deploy our enhanced satellite constellation.

    Cost increases from satellite enhancements, launch failures and other
sources could negatively affect our financial performance. We could experience
an increase in costs over those currently estimated to be necessary to complete
our enhanced satellite constellation. These additional cost increases could
come from, for example, launch or uninsured satellite failures and further
modifications to all or a portion of the ORBCOMM system design to work out
technical difficulties or to accommodate changes in market conditions, customer
needs, system requirements or regulatory requirements. Significant cost
increases related to launching and implementing our enhanced satellite
constellation could negatively affect our

                                       45

<PAGE>   46


financial condition and results of operations.

    Limited insurance exposes us to significant risks of loss. Our insurance
may not adequately mitigate the adverse effects of a launch failure or a loss
of satellites in-orbit. The next planned Pegasus launch (the "Fourth Pegasus
Launch") is currently scheduled for early December 1999. We have procured
insurance against launch failure and in-orbit failure of the seven satellites
planned to be launched in the Fourth Pegasus Launch. If there is a launch
failure with respect to the Fourth Pegasus Launch, our insurance would cover
approximately 90% of the cost of the launch vehicle and the satellites. If
there is an in-orbit failure of two or more of the seven satellites planned to
be launched in the Fourth Pegasus Launch, our insurance would cover the cost of
the launch vehicle and the satellites at the rate of 20% of the aggregate
amount of such costs based on a failure of two such satellites, 40% of such
costs based on a failure of three such satellites, 60% of such costs based on a
failure of four such satellites and 100% of such costs based on a failure of
five or more such satellites.

    We have procured insurance against the in-orbit failure of satellites in
each of the first three planes of eight satellites launched using the Pegasus
launch vehicle. If there is a failure of any of the three planes of eight
satellites currently in orbit, where "failure" is defined as the loss of three
or more satellites in any such plane, our insurance program would cover the
costs of a replacement launch vehicle and thereafter would cover the cost of
the launch vehicle and the satellites, as well as the increased insurance
premium thereon, for subsequent launches. In the event such a failure occurs
prior to the Fourth Pegasus Launch, and we decided to launch the satellites
currently intended to be launched in the Fourth Pegasus Launch as replacement
satellites, our insurance would cover the cost to procure the launch vehicle
used in the Fourth Pegasus Launch and the satellites launched in connection
with the Fourth Pegasus Launch.

    We have no insurance against in-orbit satellite failure for the two
satellites that were launched in April 1995 or for the two satellites launched
in February 1998.

    Schedule delays could affect our commercial operations in certain areas. In
the past, we have had to delay satellite launches primarily because of
subcontractor late deliveries and enhancements made to the satellites' design
based on, among other things, information we obtained from operating the two
satellites launched in April 1995.

    Additional delays in implementing our enhanced satellite constellation
could result from a variety of causes, including, among others:

     -   a delay or failure of the launch of seven satellites currently planned
         for the fourth quarter of 1999; and
     -   delays caused by design reviews in the event of a launch vehicle
         failure or the loss of a satellite or other event beyond our control.

    We cannot assure you that these or other factors, some of which are beyond
our control, will not delay the implementation of our enhanced satellite
constellation, which could negatively affect our financial condition and
results of operations.

    The costs of maintaining the space segment may outstrip funds generated
from operations. The ORBCOMM satellites, which constitute a substantial portion
of our total assets, have limited useful lives. We anticipate using funds from
operations to develop a second generation of satellites to replenish and expand
the constellation. If sufficient funds from operations are not available and we
are unable to obtain financing for the second generation satellites, we will
not be able to replace the first generation satellites at the end of their
useful lives. We cannot assure you that additional capital will be available to
develop the second generation satellites on favorable terms or on a timely
basis, if at all.

                                       46

<PAGE>   47

    Lack of adequate security for communications via the Internet could affect
customer acceptance of our services. Like many other modern communications
networks, we currently deliver a substantial portion of data to our customers
over the Internet and expect to continue to use the Internet as a primary
delivery method for data collected from subscriber units and satellites. We
currently take certain measures to ensure the security of customer data, but
despite these measures, persons seeking unauthorized access to our customer
data may be able to gain such access. We believe that if unauthorized access to
our customer data were to occur, or if our potential customers were to perceive
that such unauthorized access was likely, the market for our services would be
negatively affected.

    We could experience difficulty integrating all of the components and
sub-components of the ORBCOMM system. While the ORBCOMM system has successfully
transmitted approximately ten million messages to date, the ORBCOMM system is
exposed to the risks inherent in any large-scale complex communications system
using advanced technologies. Operating the ORBCOMM system requires that we
design and integrate communications technologies and devices ranging from
satellites operating in space to ground infrastructure located around the
world. Even if built to specifications, the ORBCOMM system may not function as
expected. If any of the diverse and dispersed elements of the system fails to
function and coordinate as required, that failure could delay full deployment
of the ORBCOMM system or render it unable to perform at the quality and
capacity levels required for us to operate our business successfully.

REGULATORY RISKS PRESENT POTENTIAL OBSTACLES TO GLOBAL OPERATION OF THE ORBCOMM
SYSTEM

    Obtaining and maintaining the necessary U.S. licenses could cause delays.
Our business may be affected by the regulatory activities of various U.S.
government agencies, primarily the FCC. Although each of OCC's licenses for the
ORBCOMM system (collectively, the "FCC Licenses") is currently valid, the FCC
could revoke these licenses if OCC fails to satisfy certain conditions or to
meet certain prescribed milestones, including:

     -   the December 2000 milestone by which OCC must have launched 36
         satellites;
     -   the September 2002 milestone by which OCC must launch two of the 12
         additional satellites licensed in March 1998; and
     -   the March 2004 milestone by which OCC must launch the remaining ten of
         these satellites,

unless the FCC grants extensions for accomplishing, or modifies, the required
milestones. OCC is required to apply for a license renewal three years before
each FCC License expires. While, based on past experience, OCC believes the FCC
generally grants the renewal applications of existing licensees where the
licensee has satisfied the requirements of the license, it is possible that the
FCC will not, in fact, renew either of the FCC Licenses. Should the FCC revoke
or fail to renew the FCC Licenses, or if OCC fails to satisfy any of the
conditions of the FCC Licenses, such event would negatively affect our
financial condition and results of operations.

    The FCC has licensed OCC to operate as a private carrier. Because of our
method of distributing services, we believe that OCC currently is not subject
to the restrictions that apply to common carriers or to providers of Commercial
Mobile Radio Services ("CMRS"). In the United States, we plan to distribute our
services to customers indirectly through VARs and directly through Internal
VARs. In most cases, we will provide our customers with enhanced services and
will not be interconnected with the public switched telephone network.
Therefore, we do not believe that the FCC will regard these services as common
carrier or CMRS. In the future, however, we may provide services that the FCC
deems common carrier or CMRS, or the FCC may exercise its discretionary
authority to apply the common carrier or CMRS rules to our operations. Applying
these rules could negatively affect our financial condition and

                                       47

<PAGE>   48


results of operations by, for instance, subjecting us to rate regulation and
certain tariff filing requirements, limiting some foreign ownership in us and
subjecting us to state regulation, if we were deemed to be a common carrier.

    Our financial condition and results of operations could be adversely
affected if the United States adopts new laws, policies or changes in the
interpretation or application of existing laws, policies and regulations that
modify the present regulatory environment.

    The failure to obtain regulatory approvals in other countries could hinder
global service offerings. Our business is affected by the regulatory
authorities of the countries in which we or the International Licensees will
operate and in which we plan to offer our services. Our International Licensees
will be required to obtain local regulatory approvals to offer our services, to
operate gateways and to sell subscriber units within their territories. Thus,
the International Licensees must obtain numerous approvals before we can offer
full global coverage. Our current business plan is based on our receiving
regulatory approvals in several foreign jurisdictions within specified time
periods. To date, 38 countries have granted approvals to provide full
commercial or other limited services using the ORBCOMM system. Certain of these
licenses permit a range of activities including the right to test and
demonstrate or operate the ORBCOMM system on a temporary or otherwise limited
basis. While each International Licensee is responsible for obtaining
regulatory approvals in its territory, each International Licensee may not be
successful in doing so. If any International Licensee is not successful, we
will not be able to offer services in the affected territory.

    Although many countries have moved to privatize communication services and
permit competition in providing these services, some countries continue to
require that a government-owned entity provide all communication services.
While we anticipate that substantially all of the International Licensees will
be private entities, we may be required to offer our services through a
government-owned or -controlled entity in those territories where government
monopolies prevail.

    Our inability to offer service in a foreign country or countries could
negatively affect our financial condition and results of operations. Regulatory
provisions in countries in which we or the International Licensees seek to
operate may impose impediments on our or the International Licensees'
operations, and such restrictions could be unduly burdensome. Our business may
also be adversely affected by regulatory changes resulting from judicial
decisions and/or the adoption of treaties, legislation or regulations by the
national authorities of countries or territories where we plan to operate the
ORBCOMM system.

    Coordination with the International Telecommunications Union ("ITU") poses
risks of delays. Frequency coordination through the ITU is a necessary
prerequisite to obtaining interference protection from other satellite systems.
There is no penalty for launching a satellite system before completing the ITU
coordination process, although protection from interference through this
process is only afforded as of the date that the ITU notifies the ORBCOMM
system that the coordination process has been successfully completed. OCC has
completed the ITU coordination process with respect to our 35-satellite
constellation with all administrations except Russia and France. OCC expects
that it will successfully complete the ITU coordination process with Russia and
France by December 2000, at which time the ORBCOMM system will be fully
registered with the ITU. The FCC has modified OCC's ITU documentation to
include the proposed launch of the 12 additional satellites for which OCC has
been licensed. We do not expect this modification to affect coordination of our
35-satellite constellation. Moreover, supplemental coordination of these 12
satellites is not required for countries for which the United States previously
completed coordination.

    Any delay in or failure to complete the ITU coordination process
successfully may result in interference to the ORBCOMM system by other mobile
satellite systems operating internationally, and

                                       48

<PAGE>   49

this interference could negatively affect our financial condition and results
of operations. Furthermore, International Licensees working with their
respective governments are required to complete ITU coordination of subscriber
units and gateways located in their territories with countries located within
distances determined by ITU recommendations. These coordinations may not be
completed successfully or in a timely manner, which could result in delayed
availability of ORBCOMM services in the affected territories.

OPERATING RISKS COME FROM SEVERAL SOURCES

    Multinational operations and developing markets pose unique operating
challenges. Since we expect to derive substantial revenues by providing
communications services globally, we are subject to certain multinational
operating risks, such as:

     -   changes in domestic and foreign government regulations and
         communications standards;
     -   licensing requirements;
     -   tariffs or taxes and other trade barriers;
     -   price, wage and exchange controls;
     -   political, social and economic instability;
     -   inflation;
     -   interest rate and currency fluctuations; and
     -   U.S. law prohibitions from operating in certain countries.

    Many of these risks may be greater in developing countries or regions. In
addition, although we anticipate that the International Licensees will make all
payments in U.S. dollars, currency control restrictions may prevent the
International Licensees in those countries from being able to do so. Because we
expect to receive most payments in U.S. dollars, we do not intend to hedge
against exchange rate fluctuations.

OUR BUSINESS IS SUBJECT TO CERTAIN STRUCTURAL AND MARKET RISKS

    We are controlled by two strategic partners. We are a limited partnership
whose current partners, OCC and Teleglobe Mobile, each holds 50% of our
partnership interests. Under our current partnership agreement, substantially
all actions taken by us require the approval of at least a
majority-in-interest, i.e., partners holding a majority of the partnership
interests. As such, the partners must agree with respect to any and all
decisions that require approval of a majority-in-interest, or in the event the
partners fail to agree, such failure will result in deadlock between the
partners. Such failure of the partners to agree with respect to any decision
requiring the approval of a majority-in-interest could negatively affect us.

    Potential conflicts of interest with Orbital or Teleglobe could negatively
affect us. Orbital and Teleglobe each has a substantial ownership interest in
ORBCOMM. A conflict of interest may exist between us and Orbital under either
of the procurement agreements and the other related agreements between Orbital
and OCC. Also, Orbital is a majority owner of Magellan Corporation, one of our
subscriber unit manufacturers. A conflict of interest also may exist between us
and Teleglobe by virtue of Teleglobe's majority ownership of ORBCOMM Canada
Inc., our International Licensee for Canada. Further, under our partnership
agreement, transactions between us and either of Orbital or Teleglobe or any of
their affiliates are subject to the approval of the other partner. Any
potential conflict of interest between us and either of these entities could
negatively affect our results of operations.

                                       49

<PAGE>   50

THE YEAR 2000 POSES CERTAIN RISKS

    We have initiated a Year 2000 readiness program that comprises five
industry standard phases: inventory, assessment, remediation, testing and
deployment. Our primary area of focus has been the critical system segment,
which comprises eight operational areas including the satellites and the ground
infrastructure for the ORBCOMM system. We have completed the inventory,
assessment, remediation and testing phases of our Year 2000 readiness program.
In addition, we have also successfully passed the so-called "GPS roll-over
date," August 21, 1999, as well as the calender date of September 9, 1999,
without experiencing any adverse events associated with either of these dates.

    We have completed our planned deployment of Year 2000 ready software for
the satellites and the ground system segment in the United States and for those
international ground systems that are our responsibility. Following the
commencement of the deployment of this Year 2000 ready software, some
additional upgrades were incorporated into the Year 2000 ready baseline.
Consequently, a subsequent deployment encompassing these changes has been
initiated, which subsequent deployment is planned to be completed by November
30, 1999.

    We continue to encourage our International Licensees and VARs to implement
a comprehensive Year 2000 readiness program. We have identified and will
continue to assess the extent to which the elements comprising our business
infrastructure, including our applications developed for customers, information
systems, telephone systems, heating, cooling and electrical systems, building
security and other building operations, as well as back-up systems, are Year
2000 ready. To accomplish this, we have surveyed the applicable third party
vendors and other entities to ascertain whether their systems are Year 2000
ready, which has included where possible, obtaining a certification or
statement from each such vendor or other entity regarding Year 2000 readiness.

    The total estimated cost of the program, including the planned cost to
replace systems that are impacted by the Year 2000 issue, is expected to be
approximately $2,500,000, which amount is not deemed by us to be material to
our financial condition or results of operations. To date, we have not deferred
work on any information technology programs or systems as a result of our
efforts in connection with the program.

    In connection with the program, we have engaged in ongoing communications
with our customers and distribution partners regarding our Year 2000 status.
While uncertainties surrounding the significance and likely impact of the Year
2000 problem make it nearly impossible for us to identify a reasonably likely
worst case scenario for the Year 2000 issue, such scenario could include:

     -   interruptions or failures of data communications using the ORBCOMM
         system;
     -   the temporary inability of third parties to pay amounts due to us, and
     -   the temporary inability of vendors to provide goods or services to us.

    We have developed a contingency plan designed to address potential issues
that may arise in connection with the Year 2000 roll-over, particularly with
regard to the satellites and the ground system segment of the ORBCOMM network.
Despite our ongoing efforts in connection with the program, we cannot assure
you that we have identified or will identify all Year 2000 affected systems or
that the program will be successfully implemented or implemented on a timely
basis.

                                       50

<PAGE>   51

                                    PART II

                               OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.
                  Not applicable.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS.
                  Not applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.
                  Not applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
                  Not applicable.

ITEM 5.           OTHER INFORMATION.
                  On December 18, 1998, ORBCOMM International terminated for
                  non-performance its service license agreements with SEC
                  ORBCOMM (Middle East) Ltd. ("SEC ORBCOMM") and CEC Bosphorus
                  Communications Ltd. ("CEC Bosphorus"), which agreements
                  together covered 20 countries. On December 23, 1998, SATCOM
                  International Group PLC ("SATCOM"), the alleged
                  successor-in-interest to SEC ORBCOMM's and CEC Bosphorus'
                  interests in these agreements, filed an action (98 Civ. 9095,
                  S.D.N.Y.) claiming that the termination of these agreements
                  was unjustified. The suit sought damages and a preliminary
                  and permanent injunction effectively awarding the licenses to
                  SATCOM. The district court denied SATCOM's application for a
                  temporary restraining order on December 28, 1998. Following
                  an evidentiary hearing, on March 18, 1999, the district court
                  denied SATCOM's request for a preliminary injunction. SATCOM
                  appealed the district court's denial of its request for a
                  preliminary injunction; however, SATCOM subsequently withdrew
                  this appeal. On March 29, 1999, SATCOM moved for an order
                  staying the district court action pending arbitration before
                  the American Arbitration Association. On May 27, 1999, the
                  district court denied SATCOM's motion for a stay of the
                  district court action and granted a cross-motion filed by
                  ORBCOMM International, staying the arbitration SATCOM had
                  initiated and enjoining SATCOM from proceeding with such
                  arbitration. SATCOM has appealed the district court's May 27,
                  1999 ruling. Briefing on the appeal has been completed, and
                  oral argument before the Second Circuit has been scheduled
                  for November 22, 1999. Proceedings in the district court have
                  been stayed pending the appeal.

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

                  A complete list of the exhibits required to be filed with
                  this Report on Form 10-Q is provided in the Exhibit Index
                  that precedes the exhibits filed with this report.

                                       51


<PAGE>   52

                                 EXHIBIT INDEX

The following exhibits are filed as part of this report.

<TABLE>
<CAPTION>
                 EXHIBIT NO.        DESCRIPTION
                 -----------        -----------------------------------------------------------------------
                 <S>                <C>
                  3                   Organizational Documents.
                  3.1(a)              Certificate of Limited Partnership of ORBCOMM.
                  3.2(a)              Restated Agreement of Limited Partnership of ORBCOMM.
                  3.2.1(d)            Amendment No. 1 to Restated Agreement of Limited Partnership of
                                      ORBCOMM dated December 2, 1996.
                  3.3(a)              Certificate of Limited Partnership of ORBCOMM USA.
                  3.4(a)              Restated Agreement of Limited Partnership of ORBCOMM USA.
                  3.5(a)              Certificate of Limited Partnership of ORBCOMM International.
                  3.6(a)              Restated Agreement of Limited Partnership of ORBCOMM International.
                  4(a)                Indenture, dated as of August 7, 1996, by and among ORBCOMM, Capital,
                                      ORBCOMM USA, ORBCOMM International, OCC, Teleglobe Mobile and Marine
                                      Midland Bank.
                 10                   Material Contracts.
                 10.2(a)              Pledge Agreement, dated as of August 7, 1996, by and among ORBCOMM,
                                      Capital, and Marine Midland Bank as Collateral Agent.
                 10.3(a)              International System Charge Agreement, restated as of September 12,
                                      1995, by and among ORBCOMM, Teleglobe Mobile and ORBCOMM
                                      International.
                 10.4(a)              Master Agreement, restated as of September 12, 1995, by and among
                                      ORBCOMM, Orbital, ORBCOMM, Teleglobe and Teleglobe Mobile.
                 10.4.1(b)            Amendment No. 1 to Master Agreement, dated as of February 5, 1997 by
                                      and among OCC, Orbital, Teleglobe and Teleglobe Mobile.
                 10.5(a)              Procurement Agreement, dated as of September 12, 1995, by and between
                                      ORBCOMM and Orbital (provided that Appendix I is incorporated by
                                      reference to Exhibit10.24.6 to the Quarterly Report on Form 10-Q for
                                      the Quarter Ended June 30, 1993 filed by Orbital on August 13, 1993).
                 10.5.1(c)            Amendment No. 1 to Procurement Agreement dated December 9, 1996
                                      between ORBCOMM and Orbital.
                 10.5.2(b)            Amendment No. 2 to Procurement Agreement dated March 24, 1997 between
                                      ORBCOMM and Orbital.
                 10.5.3(e)            Amendment No. 3 to ORBCOMM System Procurement Agreement, dated as of
                                      March 31, 1998 by and between ORBCOMM and Orbital.
                 10.5.4(e)            Amendment No. 4 to ORBCOMM System Procurement Agreement, dated as of
                                      March 31, 1998 by and between ORBCOMM and Orbital.
                 10.5.5(g)            Amendment No. 5 to ORBCOMM System Procurement Agreement, dated as of
                                      July 30, 1998 by and between ORBCOMM and Orbital.
                 10.5.6(g)            Amendment No. 6 to ORBCOMM System Procurement Agreement, dated as of
                                      September 21, 1998 by and between ORBCOMM and Orbital.
                 10.5.7(g)            Amendment No. 7 to ORBCOMM System Procurement Agreement, dated as of
                                      December 31, 1998 by and between ORBCOMM and Orbital.
                 10.5.8(h)            Procurement Agreement, dated as of February 1, 1999, by and between
                                      ORBCOMM and Orbital.
                 10.5.9(h)            Amendment No. 8 to ORBCOMM System Procurement Agreement, dated as of
                                      March 24, 1999 by and between ORBCOMM and Orbital.
                 10.5.9.1*            Amendment No. 9 to ORBCOMM System Procurement Agreement, dated as of
                                      June 30, 1999 by and between ORBCOMM and Orbital.
                 10.5.9.2*            Amendment No. 10 to ORBCOMM System Procurement Agreement, dated as of
                                      September 30, 1999 by and between ORBCOMM and Orbital.
</TABLE>


                                                     52

<PAGE>   53



<TABLE>
                 <S>                  <C>

                 10.6(a)              Proprietary Information and Non-Competition Agreement, restated as of
                                      September12, 1995, by and among ORBCOMM, Orbital, OCC, Teleglobe,
                                      Teleglobe Mobile, ORBCOMM USA and ORBCOMM International.
                 10.7(a)              System Charge Agreement, restated as of September 12, 1995, by and
                                      between OCC and ORBCOMM USA.
                 10.8(a)              System Construction Agreement, restated as of September 12, 1995, by
                                      and between ORBCOMM and OCC.
                 10.9(a)              Amendment No. 1 to System Construction Agreement, dated as of July 1,
                                      1996, by and between ORBCOMM and OCC.
                10.10(a)              Service License Agreement, dated as of December 19, 1995, between
                                      ORBCOMM International and ORBCOMM Canada Inc.
                10.12(a)              Service License Agreement, dated as of October 15, 1996, between
                                      ORBCOMM International and European Company for Mobile Communicator
                                      Services, B.V., ORBCOMM Europe.
                10.14(a)              Ground Segment Facilities Use Agreement, dated as of December 19,
                                      1995, between ORBCOMM International and ORBCOMM Canada Inc.
                10.15(a)              Ground Segment Procurement Contract, dated as of October 15, 1996,
                                      between ORBCOMM International and European Company for Mobile
                                      Communicator Services, B.V., ORBCOMM Europe.
                10.16(f)              Orbital Communications Corporation 1992 Stock Option Plan.
                10.16.1(h)            The 1999 Equity Plan of ORBCOMM Corporation and ORBCOMM Global, L.P.
                10.16.2(h)            Dolphin Information Services, Inc. 1998 Stock Option Plan.
                10.17(f)              Amended and Restated Administrative Services Agreement, dated as of
                                      January 1, 1997 by and between ORBCOMM and Orbital.
                10.19(f)              Subscriber Communicator Manufacture Agreement dated as of July 31, 1996
                                      by and between ORBCOMM and Magellan Corporation.
                10.20(f)              Reseller Agreement dated as of March 3, 1997 by and between ORBCOMM
                                      USA and Orbital Sciences Corporation (the "Reseller Agreement").
                10.21(f)              Employment Agreement dated as of May 15, 1997 by and between ORBCOMM
                                      and Robert F. Latham.
                10.21.1*              Amended and Restated Employment Agreement dated as of September 1, 1999
                                      by and between ORBCOMM and Robert F. Latham
                10.22(f)              Consulting Agreement dated as of March 18, 1998 by and between ORBCOMM
                                      and ORBCOMM Canada Inc.
                21                    Subsidiaries of ORBCOMM.
                27*                   Financial Data Schedule of ORBCOMM Global, L.P.
</TABLE>

------------
*    Filed herewith.

(a)  Incorporated by reference to the identically numbered exhibit to our
     Registration Statement on Form S-4, as amended (Reg. No. 333-11149).
(b)  Incorporated by reference to the identically numbered exhibit to our
     Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 filed
     by us on May 14, 1997.
(c)  Incorporated by reference to the identically numbered exhibit to our
     Annual Report on Form 10-K for the fiscal year ended December 31, 1996
     filed by us on March 28, 1997.
(d)  Incorporated by reference to Exhibit 10.16.1 of the Annual Report on Form
     10-K for the fiscal year ended December 31, 1996 of Orbital, filed by
     Orbital on March 27, 1997.
(e)  Incorporated by reference to the identically numbered exhibit to Amendment
     No. 1 to our Registration Statement on Form S-1, as amended (Reg. No.
     333-50599).
(f)  Incorporated by reference to the identically numbered exhibit to our
     Annual Report on Form 10-K for the fiscal year ended December 31, 1997
     filed by us on March 31, 1998.
(g)  Incorporated by reference to the identically numbered exhibit to our
     Annual Report on Form 10-K for the fiscal year ended December 31, 1998
     filed by us on March 31, 1999.
(h)  Incorporated by reference to the identically numbered exhibit to our
     Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 filed by
     us on August 16, 1999.

                                       53






<PAGE>   54


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by
the undersigned thereunto duly authorized.


                                        ORBCOMM GLOBAL, L.P.


Date:  November 15, 1999                By:      /s/  Scott L. Webster
                                                 -------------------------------
                                                 Scott L. Webster
                                                 Chairman, President and
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)


Date:  November 15, 1999                By:      /s/  Carol P. Hanna
                                                 -------------------------------
                                                 Carol P. Hanna
                                                 Vice President, Finance
                                                 (Principal Accounting Officer)



                                        ORBCOMM GLOBAL CAPITAL CORP.


Date:  November 15, 1999                By:      /s/  Scott L. Webster
                                                 -------------------------------
                                                 Scott L. Webster
                                                 President
                                                 (Principal Executive Officer)


Date:  November 15, 1999                By:      /s/  Carol P. Hanna
                                                 -------------------------------
                                                 Carol P. Hanna
                                                 Vice President, Finance
                                                 (Principal Accounting Officer)

                                       54