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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2006

OR



| ̈ | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 000-29085



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IMPSAT Fiber
Networks, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 52-1910372                          
|(state or other jurisdiction of incorporation or organization) |  | (IRS employer identification number)

Elvira Rawson de Dellepiane 150

Piso 8, C1107BCA

Buenos Aires, Argentina

(5411) 5170-0000

(Address, including
zip code, and telephone number, including area code, of registrants principal executive offices)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO ̈

Indicate by check mark whether the registrant is a large accredited filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filed and larger accelerated filer in Rule 12b-2
of the Exchange Act.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark
whether the registrant is a shell company (as defined in Securities Exchange Act Rule 12b-2).    YES ̈NO  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.    YES  x    NO ̈

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: As of September 30, 2006, the registrant had outstanding 10,120,685 shares of common stock, $0.01
par value.



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IMPSAT FIBER NETWORKS, INC.

Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2006



|                             |  |                                                                                                                         |  |         
|---------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | --------
|                             |  |                                                                                                                         |  | Page No.
|PART I FINANCIAL INFORMATION |  |                                                                                                                        
|                             |  |                                                                                                                        
|ITEM 1.                      |  | FINANCIAL STATEMENTS (unaudited)                                                                                        |  |         
|                             |  |                                                                                                                        
|                             |  | CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2005 AND SEPTEMBER 30,
2006                                    |  | F-1     
|                             |  |                                                                                                                        
|                             |  | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 2005 AND 2006         |  | F-2     
|                             |  |                                                                                                                        
|                             |  | CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE THREE AND
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2006 |  | F-3     
|                             |  |                                                                                                                        
|                             |  | CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2006                  |  | F-4     
|                             |  |                                                                                                                        
|                             |  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2005 AND 2006                   |  | F-5     
|                             |  |                                                                                                                        
|                             |  | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                                    |  | F-6     
|                             |  |                                                                                                                        
|ITEM 2.                      |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS                                   |  | 3       
|                             |  |                                                                                                                        
|ITEM 3.                      |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                              |  | 23      
|                             |  |                                                                                                                        
|ITEM 4.                      |  | CONTROLS AND PROCEDURES                                                                                                 |  | 25      
|                             | 
|PART II OTHER INFORMATION    |  | 26                                                                                                                     
|                             |  |                                                                                                                        
|ITEM 1.                      |  | LEGAL PROCEEDINGS                                                                                                       |  | 26      
|                             |  |                                                                                                                        
|ITEM 1A.                     |  | RISK FACTORS                                                                                                            |  | 26      
|                             |  |                                                                                                                        
|ITEM 2.                      |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS                                                             |  | 26      
|                             |  |                                                                                                                        
|ITEM 3.                      |  | DEFAULTS UPON SENIOR SECURITIES                                                                                         |  | 26      
|                             |  |                                                                                                                        
|ITEM 4.                      |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS                                                                     |  | 26      
|                             |  |                                                                                                                        
|ITEM 5.                      |  | OTHER INFORMATION                                                                                                       |  | 26      
|                             |  |                                                                                                                        
|ITEM 6.                      |  | EXHIBITS                                                                                                                |  | 26      
|                             | 
|SIGNATURES                   |  | 28                                                                                                                     



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

Overview

We are a provider of private telecommunications network and Internet services. We offer integrated data, voice, data center and
Internet solutions, with an emphasis on broadband transmission, for national and multinational companies, financial institutions, governmental agencies and other business customers. We have operations in Argentina, Colombia, Brazil, Venezuela,
Ecuador, Chile, Peru and the United States and also provide our services in other countries in Latin America and the Caribbean. We provide telecommunications, data center and Internet services through our networks, which consist of owned fiber optic
and wireless links, teleports, data centers, earth stations and leased fiber optic and satellite links.

In this Report,
company, IMPSAT, we, us and our refer to IMPSAT Fiber Networks, Inc. and its subsidiaries.

The following discussion should be read along with the unaudited condensed consolidated financial statements included in this Form 10-Q, as well as our 2005 Annual Report on Form 10-K filed with the Securities and
Exchange Commission (SEC), which provides a more thorough discussion of our services, industry outlook, risk factors and business trends.

On October 25, 2006, we entered into a definitive agreement with Global Crossing Limited (GCL) and GC Crystal Acquisition Inc. (MergerCo.), a wholly owned subsidiary of GCL (the
Agreement) to be acquired in a merger transaction. Under the terms of the Agreement, our stockholders will receive $9.32 in cash, without interest, for each share of our common stock they hold (the Transaction). The merger is
subject to approval by our stockholders as well as other conditions. We expect to close the Transaction in the first quarter of 2007. Upon closing of the Transaction, shares of our common stock will no longer be traded on the NASDAQ OTC Bulletin
Board. See Recent Developments and Forward Looking Statements for additional information. A more detailed description of the merger agreement is available in the Current Report on Form 8-K that we filed with the SEC on
October 30, 2006.

Reorganization

As previously disclosed in our filings with the Securities and Exchange Commission (the SEC), we filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court
for the Southern District of New York on June 11, 2002 (the Bankruptcy Case). We subsequently filed our Plan of Reorganization in the Bankruptcy Case, which Plan was confirmed in the Bankruptcy Case and became effective on
March 25, 2003, at which time we emerged from bankruptcy. Pursuant to the Plan, we substantially reduced our outstanding debt and annual interest expense and increased our liquidity. At December 31, 2002, prior to the effectiveness of the
Plan, our long-term debt, including current maturities and estimated liabilities subject to the Chapter 11 proceeding, aggregated approximately $1.09 billion. As of March 31, 2003, upon the effectiveness of the Plan, our total indebtedness was
reduced to approximately $267.5 million, and our cash, cash equivalents and trading investments totaled approximately $61.9 million.

Revenues

Our contracts with our customers have in the past typically ranged in duration from six months to five years and have generally
been three-year contracts. Under the Argentine pesification decree described below under Item 3: Quantitative and Qualitative Disclosures about Market Risk  Foreign Currency Risk, if a contract denominated in pesos is
entered into after the decrees enactment, payments under that contract are not entitled to be adjusted by any price or related index. Accordingly, in order to mitigate our inflation risk, our peso-denominated contracts in Argentina are
typically for shorter terms ranging from three to six months. The customer generally pays an installation charge at the beginning of the contract and a monthly fee based on the quantity and type of service and equipment installed. Except in
Argentina and Brazil, the fees stipulated in the majority of our contracts with customers are denominated in U.S. dollar or U.S dollar equivalents. Services (other than installation fees) are billed on a monthly, predetermined basis, which coincide
with the rendering of the services. We report our revenues net of deductions for sales taxes.

We have experienced, and anticipate that we
will continue to experience, downward pressure on our prices as we expand our customer base, confront growing competition for private telecommunications network services, and endure the effects of periodic economic downturns in our countries of
operation. When we have renewed and/or expanded our contracts with existing customers, the prices we charge have generally declined.

Although we believe that our geographic diversification provides some protection against economic downturns in any particular country, our results of operations and business prospects depend upon the overall financial and economic
conditions in Latin America. Most of the countries in which we operate are undergoing, or have experienced in recent years, political and economic volatility. These conditions have had, and may continue to have, material adverse effects on our
business, results of operations and financial condition.



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Costs and Expenses

Our costs and expenses principally include:



| |  |  | direct costs,
| | - |  | -------------



| |  |  | salaries and wages,
| | - |  | -------------------



| |  |  | selling, general and administrative expenses, and
| | - |  | -------------------------------------------------



| |  |  | depreciation and amortization.
| | - |  | ------------------------------

Our direct costs include
payments for leased satellite transponder, fiber optic and other terrestrial capacity. Other principal items composing direct costs are contracted services costs and allowance for doubtful accounts. Contracted services costs include costs of
maintenance and installation (and de-installation) services provided by outside contractors. Installation and de-installation costs are the costs we incur when we install or remove earth stations, micro-stations and other equipment from customer
premises. Direct costs also include licenses and other fees, node expenses and sales commissions paid to third-party sales representatives and our salaried sales force.

Our selling, general and administrative expenses consist principally of:



| |  |  | publicity and promotion costs,
| | - |  | ------------------------------



| |  |  | fees and other remuneration,
| | - |  | ----------------------------



| |  |  | travel and entertainment,
| | - |  | -------------------------



| |  |  | rent, and
| | - |  | ---------



| |  |  | plant services, insurance and corporate telecommunication and energy expenses.
| | - |  | ------------------------------------------------------------------------------

Currency and Related Risks

Except in Argentina and Brazil, the majority of our contracts with customers provide for
payment in U.S. dollars or for payment in local currency linked to the exchange rate between the local currency and the U.S. dollar at the time of invoicing. Accordingly, inflationary pressures on local economies in the other countries in which we
operate did not have a material effect on our revenues during the first nine months of 2006. Nevertheless, given that the exchange rate is generally set at the date of invoicing and that we in some cases experience substantial delays in collecting
receivables, we are exposed to exchange rate risk, even in countries other than Argentina and Brazil.

Under applicable law, our contracts
with customers in Brazil cannot, and, under certain circumstances, our contracts with customers in Argentina may not, be linked to the exchange rate between the local currency and the U.S. dollar. Accordingly, operations in Argentina and Brazil
increase our exposure to exchange rate risks. Any devaluation of the Argentinepeso or the Brazilian realagainst the U.S. dollar will generally affect our condensed consolidated financial statements by generating foreign exchange
gains or losses on dollar-denominated monetary liabilities and assets and will generally result in a decrease, in U.S. dollar terms, in our revenues, costs and expenses. Because the majority of our debt service payments and a significant portion of
our costs (including capital equipment purchases and payments for certain leased telecommunications capacity) remain denominated and payable in U.S. dollars, our financial condition and results of operations are dependent upon our subsidiaries
(including IMPSAT Argentina and IMPSAT Brazil) ability to generate sufficient local currency (in U.S. dollar terms) to pay their costs and expenses and to satisfy our debt service requirements.

In U.S. dollar terms, our revenues in Argentina and Brazil, which are denominated in local currencies and represent a significant proportion of our
consolidated net revenues, generally increase when the currencies in those countries appreciate against the U.S. dollar, and decrease when those currencies depreciate.

The following table shows U.S. dollar exchange rates for the currencies of Argentina, Colombia and Brazil, our three largest countries of operation measured by revenues, at the dates indicated:



|               |  |                               |  |                    |  |                   
|-------------- |  | ----------------------------- |  | ------------------ |  | ------------------
|Currency       |  | September 30, 2004            |  | September 30, 2005 |  | September 30, 2006
|               |  | (exchange rate per U.S.$1.00)
|Argentina peso |  | 3.00                          |  | 2.91               |  | 3.10              
|Colombia peso  |  | 2,595.17                      |  | 2,289.61           |  | 2,394.31          
|Brazil real    |  | 2.87                          |  | 2.22               |  | 2.17              



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In addition, as a result of foreign currency exchange and transfer controls established by the Venezuelan
government in February 2003, our contracts with customers in Venezuela are currently being paid in local currency at the fixed exchange rate established by the Venezuelan government between the local currency and the U.S. dollar. As the exchange
control regulations do not permit us to exchange our cash and cash equivalents in local currency into U.S. dollars without specific governmental authorizations, the Venezuelan exchange control regulations have adversely affected our exchange rate
risks for all dollar-denominated liabilities owing by our Venezuelan operating subsidiary and our ability to receive dividends or other distributions from that subsidiary. We cannot predict the duration or other adverse effects that Venezuelan
exchange controls may have on our operating results and financial condition.

Argentina

In early January 2002, the Argentine government abandoned the decade-old fixedpeso-dollar exchange rate and permitted thepeso to float
freely against the U.S. dollar. Since then, thepeso has traded as high as 1.65pesos to the U.S. dollar in early January 2002 and as low as 3.87pesos to the U.S. dollar on June 26, 2002. At September 30, 2005 the
exchange rate was 2.91 pesos to the U.S. Dollar, depreciating to 3.10 pesos to the U.S. Dollar on September 30, 2006. Currently, IMPSAT Argentinas customer contracts and operating cash inflows are predominantly
denominated inpesos.

Brazil

At September 30, 2005, thereal traded at a rate of R$2.22 = $1.00, and it appreciated to R$2.17 = $1.00 at September 30, 2006. A significant depreciation of the real against the U.S. dollar would adversely affect
our future results.

Colombia

In March
of 2003, the Colombian peso exchange rate peaked at Ps. 2,958 = $1.00, following over ten years of constant devaluation. From April 2003 to March 2006, the Colombian peso appreciated against the U.S. dollar, trading at Ps. 2,290 =
$1.00 on March 31, 2006. However, the peso depreciated against the U.S. dollar during the third quarter of 2006, trading at Ps. 2,394.31= $1.00 on September 30, 2006.

Venezuela

In February 2003, the Venezuelan government imposed foreign exchange and price controls in
response to adverse economic conditions resulting from a nation-wide strike that commenced in December 2002, setting a rate of Bs.1,600 = U.S.$1.00. The exchange controls make it difficult for our customers in that country to obtain the U.S. dollars
needed to make payments due to us in U.S. dollars on a timely basis and also severely limit our ability to convert local currency into U.S. dollars and transfer funds out of Venezuela in a timely manner without substantial cost. At December 31,
2004, the exchange rate for the bolivar was set at a rate of Bs. 1,920 = $1.00, and on March 30, 2005, the Venezuelan government devalued the bolivar to a rate of Bs. 2,150 = $1.00, where it remains. We cannot predict the extent
to which we may be affected by future changes in exchange rates and exchange controls in Venezuela. Future devaluations of the Venezuelan bolivar and/or the implementation of more stringent exchange control restrictions in that country could
have a material adverse effect on our financial condition and results of operations in Venezuela.

Off-Balance Sheet Arrangements

An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a company
has (1) made guarantees, (2) a retained or a contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity, or (4) any obligation arising out of a material variable interest in an
unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the company, or that engages in leasing, hedging or research and development arrangements with the company. We have no arrangements of the types
described in any of these four categories that we believe may have a material current or future effect on our financial condition, liquidity or results of operations.



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Critical Accounting Policies

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of its financial statements in conformity
with U.S. GAAP. We use our best judgment based on our knowledge of existing facts and circumstances and actions that we may undertake in the future, as well as the advice of external experts in determining the estimates that affect our consolidated
financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our most critical accounting policies are:

Revenue Recognition

We record revenues from data, value-added, telephony, and Internet
services monthly as the services are provided. Equipment sales are recorded upon delivery to and acceptance by the customer. Our revenues from installation fees are less than our direct expenses for installations. Therefore, installation fees
generally are recognized upon (i) the completion of the installation of customer premise equipment, and (ii) the invoicing of such fees to the customer. If the installation charges are greater than the direct expenses, the amounts are
deferred and recognized over the estimated life of the customer.

We have entered into, or may enter into in the future, agreements with
carriers granting indefeasible rights of use (IRUs) and access to portions of our Broadband Network capacity and infrastructure. Pursuant to some of these agreements, we received fixed advance payments for the IRUs, which would be
recognized as revenue over the life of the IRU. Amounts received in advance would be recorded as deferred revenue.

We record our revenues
net of deductions for sales taxes. These taxes are assessed by the governmental taxing authorities in a number of countries in which we operate based on a percentage of gross revenues and totaled approximately $10.0 million and $13.1 million for the
nine months ended September 30, 2005 and 2006, respectively.

Non-Monetary Transactions

We may exchange capacity on our Broadband Network for capacity from other carriers through the exchange of IRUs. We account for these transactions in
accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 153 (SFAS No. 153),Exchanges of Nonmonetary Assets, an amendment of APB
Opinion No. 29, which we adopted on January 1, 2006. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The
amendment also eliminates the narrow exception for nonmonetary exchanges of similar productive assets and replaces it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance.

Property, Plant and Equipment

Our business is
capital intensive. We record at cost our telecommunications network assets and other improvements that, in managements opinion, extend the useful lives of the underlying assets, and depreciate such assets and improvements over their estimated
useful lives. Our telecommunications network is highly complex and, due to innovation and enhancements, certain components of the network may lose their utility faster than anticipated. We periodically reassess the economic lives of these components
and make adjustments to their expected lives after considering historical experience and capacity requirements, consulting with the vendors, and assessing new product and market demands and other factors. When these factors indicate that network
components may not be useful for as long as anticipated, we depreciate their remaining book values over their residual useful lives. The timing and deployment of new technologies could affect the estimated remaining useful lives of our
telecommunications network assets, which could have a significant impact on our results of operations in the future.

Impairment of Long-Lived Assets

We periodically review the carrying amounts of our property, plant, and equipment to determine whether current events or
circumstances warrant adjustments to the carrying amounts. As part of this review, we analyze the projected undiscounted cash flows associated with our property, plant, and equipment. Considerable management judgment is required in establishing the
assumptions necessary to complete this analysis. Although we believe these estimates to be reasonable, they could vary significantly from actual results and our estimates could change based on market conditions. Variances in results or estimates
could cause changes to the carrying value of our assets including, but not limited to, recording additional impairment charges for some of these assets in future periods.

Basis for Translation

We maintain our consolidated accounts in U.S. dollars. The accounts of
our subsidiaries are maintained in the currencies of the respective countries. The accounts of our subsidiaries are translated from local currency amounts to U.S.



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dollars. The method of translation is determined by the functional currency of our subsidiaries. A subsidiarys
functional currency is defined as the currency of the primary environment in which a subsidiary operates and is determined based on managements judgment. When a subsidiarys accounts are not maintained in the functional currency, the
financial statements must be re-measured into the functional currency. This involves re-measuring monetary assets and liabilities using current exchange rates and non-monetary assets and liabilities using historical exchange rates. The adjustments
generated by re-measurement are included in our condensed consolidated statements of operations.

When the local currency of a subsidiary
is determined to be the functional currency, the statements are translated into U.S. dollars using the current exchange rate method. The adjustments generated by translation using the current exchange rate method are accumulated in an equity account
entitled Accumulated other comprehensive income (loss) within our condensed consolidated balance sheets.

Tax and Legal Contingencies

We are involved in foreign tax and legal proceedings, claims and litigation arising in the ordinary course of business. We
periodically assess our liabilities and contingencies in connection with these matters based upon the latest information available. For those matters where it is probable that we have incurred a loss and the loss or range of loss can be reasonably
estimated, we have recorded reserves in our condensed consolidated financial statements. In other instances, because of the uncertainties related to both the probable outcome and amount or range of loss, we are unable to make a reasonable estimate
of any liability. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.

In
addition, we may be audited by foreign and state (as it relates to our U.S. operations) tax authorities. We provide reserves for potential exposures when we consider it probable that a taxing authority may take a sustainable position on a matter
contrary to our position. We evaluate these reserves, including interest thereon, on a quarterly basis to ensure that they have been appropriately adjusted for events that may impact our ultimate payment for such exposures.

Changes in Policies

Our critical accounting
policies, which are those that are most important to the portrayal of our financial condition and results of operations and require managements most difficult, subjective and complex judgments, often are a result of the need to make estimates
about the effect of matters that are inherently uncertain. We have not made any changes in any of these critical accounting policies during 2006, other than described below, in New Accounting Pronouncements, nor have we made any material
changes in any of the critical accounting estimates underlying these accounting policies during 2006.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (Revised 2004) (SFAS No. 123(R)), Share-Based Payment.SFAS No. 123(R) requires companies
to expense the estimated fair value of stock options and similar equity instruments issued to employees. We adopted SFAS No. 123(R) on January 1, 2006. The effect of adoption was $0.3 million, which is recorded as compensation within
salaries and wages in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2006. In addition, we used the modified prospective method and will utilize the Black-Scholes option pricing model to
determine the fair value of our future option grants.

In June 2006, the FASB issued Interpretation (FIN) 48, Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. FIN 48 is effective for fiscal years beginning after December 15, 2006; therefore, we will be required to adopt FIN 48 in the first quarter of 2007. We are currently evaluating FIN 48 and have not yet determined the impact, if any, the
adoption of FIN 48 will have on our consolidated financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157,Fair Value Measures (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements,
but does not change existing guidance as to whether or not an instrument is carried at fair value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently reviewing the provisions of SFAS
No. 157 to determine the impact for the Company.



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Results of Operations

The following table summarizes our results of operations:



|                                             |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   
|-------------------------------------------- |  | ----------------------------------------------------------- | ------ | - | ------------------------------- | ----- | -- | ---- | - | ------- | ---- |  | ----- | -- |  | - | ------- | - |  | ----- | -- |  | - | ------- | - |  | ----- | --
|                                             |  | Three Months Ended September 30,                            |        |   | Nine Months Ended September 30, |      
|                                             |  | 2005                                                        |        |   | 2006                            |       |    | 2005 |   |         | 2006 | 
|                                             |  | (in thousands and as a percentage of consolidated revenues) |       
|Net revenues:                                |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   
|Net revenues from services:                  |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   
|Broadband and satellite                      |  | $                                                           | 44,172 |   |                                 | 67.5  | %  |      | $ | 45,463  |      |  | 64.0  | %  |  | $ | 128,037 |   |  | 68.6  | %  |  | $ | 135,920 |   |  | 65.0  | % 
|Internet                                     |  |                                                             | 7,873  |   |                                 | 12.0  |    |      |   | 9,132   |      |  | 12.8  |    |  |   | 22,200  |   |  | 11.9  |    |  |   | 26,339  |   |  | 12.6  |   
|Value added services                         |  |                                                             | 6,351  |   |                                 | 9.7   |    |      |   | 9,337   |      |  | 13.1  |    |  |   | 17,147  |   |  | 9.2   |    |  |   | 25,545  |   |  | 12.2  |   
|Telephony                                    |  |                                                             | 6,579  |   |                                 | 10.1  |    |      |   | 6,928   |      |  | 9.7   |    |  |   | 18,720  |   |  | 10.0  |    |  |   | 20,119  |   |  | 9.6   |   
|                                             |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   
|Total net revenues from services             |  |                                                             | 64,975 |   |                                 | 99.3  |    |      |   | 70,860  |      |  | 99.7  |    |  |   | 186,104 |   |  | 99.7  |    |  |   | 207,923 |   |  | 99.4  |   
|Sales of equipment                           |  |                                                             | 433    |   |                                 | 0.7   |    |      |   | 218     |      |  | 0.3   |    |  |   | 634     |   |  | 0.3   |    |  |   | 1,151   |   |  | 0.6   |   
|                                             |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   
|Total net revenues                           |  |                                                             | 65,408 |   |                                 | 100.0 |    |      |   | 71,078  |      |  | 100.0 |    |  |   | 186,738 |   |  | 100.0 |    |  |   | 209,074 |   |  | 100.0 |   
|                                             |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   
|Direct costs:                                |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   
|Contracted services                          |  |                                                             | 6,601  |   |                                 | 10.1  |    |      |   | 6,685   |      |  | 9.4   |    |  |   | 17,887  |   |  | 9.6   |    |  |   | 18,235  |   |  | 8.7   |   
|Other direct costs                           |  |                                                             | 7,014  |   |                                 | 10.7  |    |      |   | 8,740   |      |  | 12.3  |    |  |   | 20,957  |   |  | 11.2  |    |  |   | 25,753  |   |  | 12.3  |   
|Leased capacity                              |  |                                                             | 18,763 |   |                                 | 28.7  |    |      |   | 19,204  |      |  | 27.0  |    |  |   | 55,948  |   |  | 30.0  |    |  |   | 56,778  |   |  | 27.2  |   
|Cost of equipment sold                       |  |                                                             | 375    |   |                                 | 0.6   |    |      |   | 185     |      |  | 0.3   |    |  |   | 572     |   |  | 0.3   |    |  |   | 576     |   |  | 0.3   |   
|                                             |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   
|Total direct costs                           |  |                                                             | 32,753 |   |                                 | 50.1  |    |      |   | 34,814  |      |  | 49.0  |    |  |   | 95,364  |   |  | 51.1  |    |  |   | 101,342 |   |  | 48.5  |   
|Salaries and wages                           |  |                                                             | 12,100 |   |                                 | 18.5  |    |      |   | 16,808  |      |  | 23.6  |    |  |   | 37,347  |   |  | 20.0  |    |  |   | 44,720  |   |  | 21.4  |   
|Selling, general and administrative expenses |  |                                                             | 5,766  |   |                                 | 8.8   |    |      |   | 6,301   |      |  | 8.9   |    |  |   | 16,903  |   |  | 9.1   |    |  |   | 18,068  |   |  | 8.6   |   
|Depreciation and amortization                |  |                                                             | 13,963 |   |                                 | 21.3  |    |      |   | 16,172  |      |  | 22.8  |    |  |   | 40,355  |   |  | 21.6  |    |  |   | 43,700  |   |  | 20.9  |   
|Interest expense, net                        |  |                                                             | (7,122 | ) |                                 | (10.9 | )  |      |   | (7,113  | )    |  | (10.0 | )  |  |   | (21,241 | ) |  | (11.4 | )  |  |   | (22,666 | ) |  | (10.8 | ) 
|Net gain (loss) on foreign exchange          |  |                                                             | 4,362  |   |                                 | 6.7   |    |      |   | (2,630  | )    |  | (3.7  | )  |  |   | 15,632  |   |  | 8.4   |    |  |   | 6,880   |   |  | 3.3   |   
|Other expense, net                           |  |                                                             | (1,386 | ) |                                 | (2.1  | )  |      |   | (4,511  | )    |  | (6.3  | )  |  |   | (6,737  | ) |  | (3.6  | )  |  |   | (6,825  | ) |  | (3.3  | ) 
|Provision for foreign income taxes           |  |                                                             | (1,843 | ) |                                 | (2.8  | )  |      |   | (196    | )    |  | (0.3  | )  |  |   | (4,777  | ) |  | (2.6  | )  |  |   | (1,871  | ) |  | (0.9  | ) 
|                                             |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   
|Net Loss                                     |  | $                                                           | (5,163 | ) |                                 | (7.9  | )% |      | $ | (17,467 | )    |  | (24.6 | )% |  | $ | (20,354 | ) |  | (10.9 | )% |  | $ | (23,238 | ) |  | (11.1 | )%
|                                             |  |                                                             |        |   |                                 |       |    |      |   |         |      |  |       |    |  |   |         |   |  |       |    |  |   |         |   |  |       |   



8



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##### Table of Contents

Three and Nine Months Ended September 30, 2006 Compared to Three and Nine Months Ended
September 30, 2005

Revenues.Our total net revenues for the three and nine months ended September 30, 2006 equaled
$71.1 million and $209.1 million, respectively. This compares to total net revenues of $65.4 million and $186.7 million for the corresponding periods in 2005. Net revenues are composed of net revenues from services and sales of equipment.

Our net revenues from services for the three and nine months ended September 30, 2006 totaled $70.9 million and $207.9 million, an
increase of $5.9 million (or 9.1%) and $21.8 million (or 11.7%) compared to the corresponding period in 2005. Our net revenues from services included net revenues from:



| |  | satellite and broadband data transmission services,
|- |  | ---------------------------------------------------



| |  | internet services, which is composed of our internet backbone access and managed modem services,
|- |  | ------------------------------------------------------------------------------------------------



| |  | value-added services, including hosting, housing and co-location services, and
|- |  | ------------------------------------------------------------------------------



| |  | telephony services, including local, national and international long-distance services.
|- |  | ---------------------------------------------------------------------------------------

The following table shows our revenues from services by business lines for the periods indicated:



|                                 |      |                                  |        |  |                                 |        |  |      |   |      |   |             |  |   |         |  |      |  
|-------------------------------- | ---- | -------------------------------- | ------ |  | ------------------------------- | ------ |  | ---- | - | ---- | - | ----------- |  | - | ------- |  | ---- | -
|                                 |      | Three Months Ended September 30, |        |  | Nine Months Ended September 30, |       
|                                 | 2005 |                                  | 2006   |  | % change(1)                     |        |  | 2005 |   | 2006 |   | % change(1) | 
|                                 |      | (dollar amounts in thousands)    |       
|Broadband and satellite          |      | $                                | 44,172 |  | $                               | 45,463 |  | 2.9  | % |      | $ | 128,037     |  | $ | 135,920 |  | 6.2  | %
|Internet                         |      |                                  | 7,873  |  |                                 | 9,132  |  | 16.0 |   |      |   | 22,200      |  |   | 26,339  |  | 18.6 |  
|Value added services(2)          |      |                                  | 6,351  |  |                                 | 9,337  |  | 47.0 |   |      |   | 17,147      |  |   | 25,545  |  | 49.0 |  
|Telephony                        |      |                                  | 6,579  |  |                                 | 6,928  |  | 5.3  |   |      |   | 18,720      |  |   | 20,119  |  | 7.5  |  
|                                 |      |                                  |        |  |                                 |        |  |      |   |      |   |             |  |   |         |  |      |  
|Total net revenues from services |      | $                                | 64,975 |  | $                               | 70,860 |  | 9.1  | % |      | $ | 186,104     |  | $ | 207,923 |  | 11.7 | %
|                                 |      |                                  |        |  |                                 |        |  |      |   |      |   |             |  |   |         |  |      |  

---

|(1) | Percentage increase in relevant period of 2006 compared to corresponding period of 2005.
|--- | ----------------------------------------------------------------------------------------

|(2) | Includes our data center services, systems integration and other information technology services.
|--- | -------------------------------------------------------------------------------------------------

The increase in our total net revenues from services in the third quarter of 2006, as compared to the corresponding period in 2005, was due to increases
in revenues from broadband and satellite, internet, value added and telephony services, as further described below:



| |  |  | Revenues from broadband and satellite services increased as a consequence of higher delivery of IP solutions, mostly in Brazil and Venezuela.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We experienced higher internet revenues principally due to higher managed security services and the expansion of internet accesses to corporate customers, primarily in Brazil,
Colombia and Venezuela.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our revenues from value added services increased due to higher housing, hosting and managed services delivered in our Data Centers, mostly in Brazil, Colombia and Chile.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We experienced increased revenues from telephony services principally due to higher sales to corporate customers in Peru and Brazil.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------

All of our product lines revenues benefited from increased customer base and improved macroeconomic conditions throughout Latin America.

Our net revenues discussed above were also impacted positively in U.S. dollar terms by the appreciation of the Brazilianreal against the U.S.
dollar during the third quarter of 2006 as compared to the same quarter in the prior year. In U.S. dollar terms, our revenues in Brazil, which are denominated in local currencies, generally increase when the local currency appreciates against the
U.S. dollar, and decrease when the local currency depreciates.

We had 4,701 customers as of September 30, 2006, compared to 4,336
customers at December 31, 2005 and 4,214 customers at September 30, 2005. In January 2006, IMPSAT Colombia modified the methodology for calculating its number of customers, to count related entities as one customer, consistent with the
practice of the other IMPSAT subsidiaries. The numbers of customers set forth above reflect this change in methodology.



9



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##### Table of Contents

The following table shows, by operating subsidiary, our revenues from services and total revenues (in
each case, including intercompany transactions) for the periods indicated:



|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|------------------------------------------------- |  | -------------------------------- | ------ | ---- | ------------------------------- | ----------- |  | ------ | ---- |  | ---- | ------ | ----------- | - | ------ |  | ----- | --
|                                                  |  | Three Months Ended September 30, |        |      | Nine Months Ended September 30, |            
|                                                  |  | 2005                             |        | 2006 |                                 | % change(1) |  |        | 2005 |  | 2006 |        | % change(1) |  
|                                                  |  | (dollar amounts in thousands)    |       
|IMPSAT Argentina                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Services                                          |  | $                                | 19,532 |      | $                               | 18,783      |  | (3.8   | )%   |  | $    | 56,275 |             | $ | 55,949 |  | (0.6  | )%
|Sale of equipment                                 |  |                                  | 12     |      |                                 | 5           |  | (58.3  | )    |  |      | 40     |             |   | 74     |  | 85.0  |   
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Total                                             |  | $                                | 19,544 |      | $                               | 18,788      |  | (3.9   | )%   |  | $    | 56,315 |             | $ | 56,023 |  | (0.5  | )%
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|IMPSAT Colombia                                   |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Services                                          |  | $                                | 16,125 |      | $                               | 16,630      |  | 3.1    | %    |  | $    | 44,335 |             | $ | 48,963 |  | 10.4  | % 
|Sale of equipment                                 |  |                                  | 53     |      |                                 | 157         |  | 196.2  |      |  |      | 92     |             |   | 366    |  | 297.8 |   
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Total                                             |  | $                                | 16,178 |      | $                               | 16,787      |  | 3.8    | %    |  | $    | 44,427 |             | $ | 49,329 |  | 11.0  | % 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|IMPSAT Brazil                                     |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Services                                          |  | $                                | 12,379 |      | $                               | 16,080      |  | 29.9   | %    |  | $    | 33,734 |             | $ | 47,604 |  | 41.1  | % 
|Sale of equipment                                 |  |                                  |       |      |                                 |            |  |        |      |  |      |       |             |   | 638    |  | 100   |   
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Total                                             |  | $                                | 12,379 |      | $                               | 16,080      |  | 29.9   | %    |  | $    | 33,734 |             | $ | 48,242 |  | 43.0  | % 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|IMPSAT Venezuela                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Services                                          |  | $                                | 6,898  |      | $                               | 8,100       |  | 17.4   | %    |  | $    | 23,110 |             | $ | 24,124 |  | 4.4   | % 
|Sale of equipment                                 |  |                                  | 7      |      |                                 | 5           |  | (28.6  | )    |  |      | 82     |             |   | 22     |  | (73.2 | ) 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Total                                             |  | $                                | 6,905  |      | $                               | 8,105       |  | 17.4   | %    |  | $    | 23,192 |             | $ | 24,146 |  | 4.1   | % 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|IMPSAT Ecuador                                    |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Services                                          |  | $                                | 5,033  |      | $                               | 5,282       |  | 4.9    | %    |  | $    | 14,771 |             | $ | 15,640 |  | 5.9   | % 
|Sale of equipment                                 |  |                                  | 353    |      |                                 | 48          |  | (86.4  | )    |  |      | 354    |             |   | 48     |  | (86.4 | ) 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Total                                             |  | $                                | 5,386  |      | $                               | 5,330       |  | (1.0   | )%   |  | $    | 15,125 |             | $ | 15,688 |  | 3.7   | % 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|IMPSAT Chile                                      |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Services                                          |  | $                                | 2,202  |      | $                               | 2,542       |  | 15.4   | %    |  | $    | 6,356  |             | $ | 7,238  |  | 13.9  | % 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Total                                             |  | $                                | 2,202  |      | $                               | 2,542       |  | 15.4   | %    |  | $    | 6,356  |             | $ | 7,238  |  | 13.9  | % 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|IMPSAT Peru                                       |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Services                                          |  | $                                | 3,857  |      | $                               | 5,194       |  | 34.7   | %    |  | $    | 11,489 |             | $ | 14,238 |  | 23.9  | % 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Total                                             |  | $                                | 3,857  |      | $                               | 5,194       |  | 34.7   | %    |  | $    | 11,489 |             | $ | 14,238 |  | 23.9  | % 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|IMPSAT USA                                        |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Services                                          |  | $                                | 6,776  |      | $                               | 6,578       |  | -2.9   | %    |  | $    | 20,099 |             | $ | 19,555 |  | (2.7  | )%
|Sale of equipment                                 |  |                                  | 7      |      |                                 | 3           |  | (100.0 | )    |  |      | 66     |             |   | 3      |  | (95.5 | ) 
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Total                                             |  | $                                | 6,783  |      | $                               | 6,581       |  | (3.0   | )%   |  | $    | 20,165 |             | $ | 19,558 |  | (3.0  | )%
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|International Satellite Capacity Holding, Ltd.(2) |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Services                                          |  | $                                | 2,461  |      | $                               | 2,281       |  | (7.3   | )%   |  | $    | 7,356  |             | $ | 6,795  |  | (7.6  | )%
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   
|Total                                             |  | $                                | 2,461  |      | $                               | 2,281       |  | (7.3   | )%   |  | $    | 7,356  |             | $ | 6,795  |  | (7.6  | )%
|                                                  |  |                                  |        |      |                                 |             |  |        |      |  |      |        |             |   |        |  |       |   

---

|(1) | Percentage increase (decrease) in relevant period in 2006 compared to corresponding period in 2005.
|--- | ---------------------------------------------------------------------------------------------------

|(2) | This subsidiarys principal function is to lease private telecommunications capacity from telecommunications carriers and then sublease this capacity at market rates to our
operating subsidiaries.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10



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##### Table of Contents

Our net revenues from services at IMPSAT Argentina for the three and nine months ended September 30,
2006 totaled $18.8 million and $56.0 million, respectively, a decrease of $0.7 million (or 3.8%) and $0.3 million (or 0.6%) compared to the corresponding periods in 2005. The decrease is due primarily to the local currency devaluation and decreased
installation charges. After a four-year period of economic difficulties and contraction that included the default by the Argentine government of its external public debt and the devaluation of the peso, the Argentine economy has grown during
2005 and the nine months ended September 30, 2006. Nonetheless, Argentina continues to experience a lack of access to international capital markets. A renewed decline in political and economic conditions in Argentina, our largest country of
operation, could materially affect our financial condition and results of operations.

IMPSAT Colombia recorded revenues from services of
$16.6 million and $49.0 million during the three and nine months ended September 30, 2006, compared to $16.1 million and $44.3 million for the same periods in 2005. The increase in 2006 is due to the expansion of IP and data center services to
existing customers and increased customer base.

IMPSAT Brazils revenues from services for the three and nine months ended
September 30, 2006 totaled $16.1 million and $47.6 million, an increase of $3.7 million (or 29.9%) and $13.9 million (or 41.1%) compared to the corresponding periods in 2005. This increase is mainly attributable to increased delivery of
hosting, telephony and internet services. In addition, IMPSAT Brazils results were positively affected by the appreciation of the real against the U.S. dollar. In local currency terms, IMPSAT Brazils net revenues for the three and
nine months ended September 30, 2006 increased by 19.71% and 23.40%, respectively, compared to the corresponding periods in 2005. However, any future devaluations of thereal or contraction of the Brazilian economy would have an adverse
effect on IMPSAT Brazils and our companys overall financial condition and results of operations.

Revenues from services at
IMPSAT Venezuela equaled $8.1 million and $24.1 million for the three and nine months ended September 30, 2006, compared to $6.9 million and $23.1 million for the same periods in 2005. The increase is due primarily to increased delivery of
internet and data center services. IMPSAT USA recorded total net revenues from services of $6.6 million and $19.6 million for the three and nine months ended September 30, 2006, compared to $6.8 million and $20.1 million for the corresponding
periods in 2005. This decrease was primarily due to lower intercompany transactions. IMPSAT Ecuador recorded total net revenues from services of $5.3 million and $15.6 million for the three and nine months ended September 30, 2006, compared to
$5.0 million and $14.8 million for the corresponding periods in 2005. The increase is primarily due to the expansion of the customer base and increased delivery of services to existing customers in all product lines. IMPSAT Peru recorded total net
revenues from services of $5.2 million and $14.2 million for the three and nine months ended September 30, 2006, compared to $3.9 million and $11.5 million for the corresponding periods in 2005. The increase was due primarily to increased
delivery of telephony, broadband and satellite services. IMPSAT Chile recorded total net revenues from services of $2.5 million and $7.2 million for the three and nine months ended September 30, 2006, compared to $2.2 million and $6.4 million
for the corresponding periods in 2005. The increase was primarily due to increased sales of value added services.

Direct Costs.Our
direct costs for the three and nine months ended September 30, 2006 totaled $34.8 million and $101.3 million, an increase of $2.1 million (or 6.3%) and $6.0 million (or 6.3%) compared to the same periods in 2005. Direct costs of our
subsidiaries are described prior to the elimination of inter-company transactions. The increase in our direct costs is directly attributable to increased delivery of services and the effects of currency revaluation in Brazil.



11



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##### Table of Contents

The following table shows, by operating subsidiary, our direct costs for the periods indicated, and
variations between each period:



|                 |  |                                  |        |   |                                 |   |              |          |  |   |          |   |  |       |   |  |      |         |   |          |   |         |          |  |   |        |   |  |      |   
|---------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------------ | -------- |  | - | -------- | - |  | ----- | - |  | ---- | ------- | - | -------- | - | ------- | -------- |  | - | ------ | - |  | ---- | --
|                 |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                 |  | 2005                             |        |   | 2006                            |   |              | $ Change |  |   | % Change |   |  | 2005  |   |  | 2006 |         |   | $ Change |   |         | % Change | 
|                 |  | Direct Costs                     |        |   |                                 |   | Direct Costs |          |  |  
|IMPSAT Argentina |  | $                                | 10,483 |   |                                 | $ | 10,491       |          |  | $ | 8        |   |  | 0.1   | % |  | $    | 31,363  |   |          | $ | 30,726  |          |  | $ | (637   | ) |  | (2.0 | )%
|IMPSAT Colombia  |  |                                  | 9,683  |   |                                 |   | 8,659        |          |  |   | (1,024   | ) |  | (10.6 | ) |  |      | 25,042  |   |          |   | 25,830  |          |  |   | 788    |   |  | 3.1  |   
|IMPSAT Brazil    |  |                                  | 6,314  |   |                                 |   | 7,840        |          |  |   | 1,526    |   |  | 24.2  |   |  |      | 17,042  |   |          |   | 22,756  |          |  |   | 5,714  |   |  | 33.5 |   
|IMPSAT Venezuela |  |                                  | 1,989  |   |                                 |   | 3,018        |          |  |   | 1,029    |   |  | 51.7  |   |  |      | 9,414   |   |          |   | 8,577   |          |  |   | (837   | ) |  | (8.9 | ) 
|IMPSAT Ecuador   |  |                                  | 2,625  |   |                                 |   | 2,488        |          |  |   | (137     | ) |  | (5.2  | ) |  |      | 6,747   |   |          |   | 8,130   |          |  |   | 1,383  |   |  | 20.5 |   
|IMPSAT Chile     |  |                                  | 866    |   |                                 |   | 1,387        |          |  |   | 521      |   |  | 60.2  |   |  |      | 3,407   |   |          |   | 3,968   |          |  |   | 561    |   |  | 16.5 |   
|IMPSAT Peru      |  |                                  | 2,880  |   |                                 |   | 3,471        |          |  |   | 591      |   |  | 20.5  |   |  |      | 8,963   |   |          |   | 9,671   |          |  |   | 708    |   |  | 7.9  |   
|IMPSAT USA       |  |                                  | 4,305  |   |                                 |   | 4,064        |          |  |   | (241     | ) |  | (5.6  | ) |  |      | 13,062  |   |          |   | 11,894  |          |  |   | (1,168 | ) |  | (8.9 | ) 
|Other(1)         |  |                                  | (6,392 | ) |                                 |   | (6,604       | )        |  |   | (212     | ) |  | 3.3   |   |  |      | (19,676 | ) |          |   | (20,210 | )        |  |   | (534   | ) |  | 2.7  |   
|                 |  |                                  |        |   |                                 |   |              |          |  |   |          |   |  |       |   |  |      |         |   |          |   |         |          |  |   |        |   |  |      |   
|Total            |  | $                                | 32,753 |   |                                 | $ | 34,814       |          |  | $ | 2,061    |   |  | 6.3   | % |  | $    | 95,364  |   |          | $ | 101,342 |          |  | $ | 5,978  |   |  | 6.3  | % 
|                 |  |                                  |        |   |                                 |   |              |          |  |   |          |   |  |       |   |  |      |         |   |          |   |         |          |  |   |        |   |  |      |   

---

|(1) | This includes direct costs of International Satellite Capacity Holding, Ltd and for all inter-company transactions.
|--- | -------------------------------------------------------------------------------------------------------------------

(1) Contracted Services.Contracted services costs include costs of maintenance and installation (and de-installation) services
provided by outside contractors. During the three and nine months ended September 30, 2006, our contracted services costs totaled $6.7 million and $18.2 million, an increase of $0.1 million (or 1.3%) and $0.3 million (or 1.9%) compared to the
same periods in 2005. Of this amount, maintenance costs for our telecommunications network infrastructure, including the broadband network, totaled $3.7 million and $10.4 million for the three and nine months ended September 30, 2006, compared
to $3.8 million and $10.6 million for the same periods in 2005. Installation costs totaled $3.0 million and $7.9 million for the three and nine months ended September 30, 2006, compared to $2.8 million and $7.3 million during the corresponding
periods in 2005. Our installation costs were higher as a consequence of an increase in new customers and the revaluation of the real in Brazil during the nine months ended September 30, 2006, compared to the same period in 2005.

The following table shows, by operating subsidiary, our costs for contracted services for the periods indicated, and variations between
each period:



|                 |  |                                  |       |      |                                 |                     |  |   |          |   |  |       |    |      |   |          |  |   |          |  |   |      |   |  |       |  
|---------------- |  | -------------------------------- | ----- | ---- | ------------------------------- | ------------------- |  | - | -------- | - |  | ----- | -- | ---- | - | -------- |  | - | -------- |  | - | ---- | - |  | ----- | -
|                 |  | Three Months Ended September 30, |       |      | Nine Months Ended September 30, |                    
|                 |  | 2005                             |       | 2006 |                                 | $ Change            |  |   | % Change |   |  | 2005  |    | 2006 |   | $ Change |  |   | % Change | 
|                 |  | Contracted Services              |       |      |                                 | Contracted Services |  |  
|IMPSAT Argentina |  | $                                | 1,997 |      | $                               | 1,888               |  | $ | (109     | ) |  | (5.5  | )% |      | $ | 5,758    |  | $ | 5,548    |  | $ | (210 | ) |  | -3.6  | %
|IMPSAT Colombia  |  |                                  | 1,536 |      |                                 | 1,304               |  |   | (232     | ) |  | (15.1 | )  |      |   | 3,916    |  |   | 3,595    |  |   | (321 | ) |  | -8.2  | %
|IMPSAT Brazil    |  |                                  | 1,225 |      |                                 | 1,674               |  |   | 449      |   |  | 36.7  |    |      |   | 3,231    |  |   | 4,068    |  |   | 837  |   |  | 25.9  | %
|IMPSAT Venezuela |  |                                  | 552   |      |                                 | 438                 |  |   | (114     | ) |  | (20.7 | )  |      |   | 1,447    |  |   | 1,282    |  |   | (165 | ) |  | -11.4 | %
|IMPSAT Ecuador   |  |                                  | 520   |      |                                 | 546                 |  |   | 26       |   |  | 5.0   |    |      |   | 1,351    |  |   | 1,330    |  |   | (21  | ) |  | -1.6  | %
|IMPSAT Chile     |  |                                  | 268   |      |                                 | 347                 |  |   | 79       |   |  | 29.5  |    |      |   | 701      |  |   | 804      |  |   | 103  |   |  | 14.7  | %
|IMPSAT Peru      |  |                                  | 203   |      |                                 | 204                 |  |   | 1        |   |  | 0.5   |    |      |   | 570      |  |   | 731      |  |   | 161  |   |  | 28.2  | %
|IMPSAT USA       |  |                                  | 122   |      |                                 | 86                  |  |   | (36      | ) |  | (29.5 | )  |      |   | 360      |  |   | 313      |  |   | (47  | ) |  | -13.1 | %
|Other(1)         |  |                                  | 178   |      |                                 | 198                 |  |   | 20       |   |  | 11.2  |    |      |   | 553      |  |   | 564      |  |   | 11   |   |  | 2.0   | %
|                 |  |                                  |       |      |                                 |                     |  |   |          |   |  |       |    |      |   |          |  |   |          |  |   |      |   |  |       |  
|Total            |  | $                                | 6,601 |      | $                               | 6,685               |  | $ | 84       |   |  | 1.3   | %  |      | $ | 17,887   |  | $ | 18,235   |  | $ | 348  |   |  | 1.9   | %
|                 |  |                                  |       |      |                                 |                     |  |   |          |   |  |       |    |      |   |          |  |   |          |  |   |      |   |  |       |  

---

|(1) | This includes contracted services costs of International Satellite Capacity Holding, Ltd and for all inter-company transactions.
|--- | --------------------------------------------------------------------------------------------------------------------------------

(2) Other Direct Costs.Other direct costs principally include licenses and other fees, sales commissions paid to internal sales
personnel and third-party sales representatives, and our provision for doubtful accounts and expenses related to the maintenance and operations of the telecommunications nodes utilized to support telecommunication services provided to our customers.
We recorded other direct costs of $8.7 million and $25.8 million during the three and nine months ended September 30, 2006, an increase of $1.7 million (or 24.6%) and $4.8 million (or 22.9%) compared to the same periods in 2005.



12



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##### Table of Contents

Sales commissions paid to our internal sales personnel and third-party sales
representatives for the three and nine months ended September 30, 2006 totaled $1.7 million and $5.5 million, compared to $2.1 million and $5.5 million for the corresponding periods in 2005. The increase during the three months ended
September 30, 2006 is due to increased new sales.

We recorded a provision for doubtful accounts of $0.5 million and
$0.8 million for the three and nine months ended September 30, 2006, compared to net reversals of provisions for doubtful accounts of $0.6 million and $0.4 million for the same periods in 2005. At September 30, 2006, our allowance for
doubtful accounts covered approximately 101.7% of our gross trade accounts receivable past due more than six months compared to 101.7% at September 30, 2005. The average days in quarterly gross trade accounts receivable decreased to 52 days at
September 30, 2006 from 54 days at September 30, 2005.

Our expenses related to the maintenance and
operations of our telecommunications nodes totaled $2.8 million and $7.8 million for the three and nine months ended September 30, 2006, an increase of $0.7 million (or 34.4%) and $2.0 million (or 33.8%) from the same periods in 2005. The
increase in such node-related expenses resulted primarily from required increases in node capacity proportionate to the increase in services provided, higher volumes and prices for energy required for our nodes relative to expansion of our data
center and other services, and the appreciation of the Brazilian real.

The following table shows, by operating subsidiary, other
direct costs for the periods indicated, and variations between each period:



|                 |  |                                  |       |   |                                 |   |                    |          |  |   |          |   |  |        |    |  |      |        |   |          |   |        |          |  |   |       |   |  |        |  
|---------------- |  | -------------------------------- | ----- | - | ------------------------------- | - | ------------------ | -------- |  | - | -------- | - |  | ------ | -- |  | ---- | ------ | - | -------- | - | ------ | -------- |  | - | ----- | - |  | ------ | -
|                 |  | Three Months Ended September 30, |       |   | Nine Months Ended September 30, |  
|                 |  | 2005                             |       |   | 2006                            |   |                    | $ Change |  |   | % Change |   |  | 2005   |    |  | 2006 |        |   | $ Change |   |        | % Change | 
|                 |  | Other Direct Costs               |       |   |                                 |   | Other Direct Costs |          |  |  
|IMPSAT Argentina |  | $                                | 2,331 |   |                                 | $ | 2,245              |          |  | $ | (86      | ) |  | (3.7   | )% |  | $    | 6,581  |   |          | $ | 6,854  |          |  | $ | 273   |   |  | 4.1    | %
|IMPSAT Colombia  |  |                                  | 1,716 |   |                                 |   | 1,925              |          |  |   | 209      |   |  | 12.2   |    |  |      | 4,565  |   |          |   | 5,601  |          |  |   | 1,036 |   |  | 22.7   |  
|IMPSAT Brazil    |  |                                  | 1,908 |   |                                 |   | 2,665              |          |  |   | 757      |   |  | 39.7   |    |  |      | 4,940  |   |          |   | 7,890  |          |  |   | 2,950 |   |  | 59.7   |  
|IMPSAT Venezuela |  |                                  | 721   |   |                                 |   | 994                |          |  |   | 273      |   |  | 37.9   |    |  |      | 2,672  |   |          |   | 2,571  |          |  |   | (101  | ) |  | (3.8   | )
|IMPSAT Ecuador   |  |                                  | 181   |   |                                 |   | 166                |          |  |   | (15      | ) |  | (8.3   | )  |  |      | 615    |   |          |   | 1,349  |          |  |   | 734   |   |  | 119.3  |  
|IMPSAT Chile     |  |                                  | (248  | ) |                                 |   | 270                |          |  |   | 518      |   |  | (208.9 | )  |  |      | 110    |   |          |   | 821    |          |  |   | 711   |   |  | 646.4  |  
|IMPSAT Peru      |  |                                  | 201   |   |                                 |   | 268                |          |  |   | 67       |   |  | 33.3   |    |  |      | 928    |   |          |   | 612    |          |  |   | (316  | ) |  | (34.1  | )
|IMPSAT USA       |  |                                  | 216   |   |                                 |   | 226                |          |  |   | 10       |   |  | 4.6    |    |  |      | 579    |   |          |   | 809    |          |  |   | 230   |   |  | 39.7   |  
|Other(1)         |  |                                  | (12   | ) |                                 |   | (19                | )        |  |   | (7       | ) |  | 58.3   |    |  |      | (33    | ) |          |   | (754   | )        |  |   | (721  | ) |  | 2184.8 |  
|                 |  |                                  |       |   |                                 |   |                    |          |  |   |          |   |  |        |    |  |      |        |   |          |   |        |          |  |   |       |   |  |        |  
|Total            |  | $                                | 7,014 |   |                                 | $ | 8,740              |          |  | $ | 1,726    |   |  | 24.6   | %  |  | $    | 20,957 |   |          | $ | 25,753 |          |  | $ | 4,796 |   |  | 22.9   | %
|                 |  |                                  |       |   |                                 |   |                    |          |  |   |          |   |  |        |    |  |      |        |   |          |   |        |          |  |   |       |   |  |        |  

---

|(1) | This includes other direct costs related to inter-company transactions.
|--- | -----------------------------------------------------------------------

(3) Leased Capacity.Our leased capacity costs for the three and nine months ended September 30, 2006 totaled $19.2 million
and $56.8 million, an increase of $0.4 million (or 2.4%) and $0.8 million (or 1.5%) from the corresponding periods in 2005.

Our leased satellite capacity costs for the three and nine months ended September 30, 2006 totaled $4.9 million and $15.0 million, a decrease of $0.7 million (or 12.7%) and $2.3 million (or 13.3%) compared to the corresponding periods
in 2005. The overall reduction in our leased satellite capacity costs was principally due to reductions in satellite capacity and migration of our satellite-based services to terrestrial-based services on our proprietary network or leased
terrestrial links. We had approximately 657 MHz of leased satellite capacity at September 30, 2006 and 705 MHz at September 30, 2005.

Our costs for dedicated leased capacity on third-party fiber optic networks totaled $9.9 million and $29.3 million for the three and nine months ended September 30, 2006, an increase of $0.7 million (or 7.1%) and
$3.1 million (or 12.0%) as compared to the same periods in 2005. The increase in these costs is attributable in part to growth in services provided and the increase in our customer base, as well as to the appreciation of the Brazilian real.
As we expand our services to existing clients and provide services to new clients, we are required to lease additional capacity to provide increased telecommunications services to clients with facilities outside of the footprint of our Broadband
Network in order to provide end-to-end telecommunications services. In addition, as a result of our having reached full capacity on international underseas cable IRUs that we purchased in prior years, we have been required to lease additional
international fiber optic capacity in order to meet the international telecommunications needs of our clients. Our customers are increasingly expressing a desire for fiber optic telecommunications, which has resulted in an increase in leased fiber
optic capacity costs and a decrease in leased satellite capacity costs described above.



13



---

##### Table of Contents

The following table shows, by operating subsidiary, our leased capacity costs for the periods indicated, and variations
between each period:



|                 |  |                                  |        |   |                                 |   |                 |          |  |   |          |   |  |       |   |  |      |         |   |          |   |         |          |  |   |        |   |  |       |   
|---------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | --------------- | -------- |  | - | -------- | - |  | ----- | - |  | ---- | ------- | - | -------- | - | ------- | -------- |  | - | ------ | - |  | ----- | --
|                 |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                 |  | 2005                             |        |   | 2006                            |   |                 | $ Change |  |   | % Change |   |  | 2005  |   |  | 2006 |         |   | $ Change |   |         | % Change | 
|                 |  | Leased Capacity                  |        |   |                                 |   | Leased Capacity |          |  |  
|IMPSAT Argentina |  | $                                | 5,822  |   |                                 | $ | 6,015           |          |  | $ | 193      |   |  | 3.3   | % |  | $    | 18,006  |   |          | $ | 17,190  |          |  | $ | (816   | ) |  | (4.5  | )%
|IMPSAT Colombia  |  |                                  | 6,112  |   |                                 |   | 5,024           |          |  |   | (1,088   | ) |  | (17.8 | ) |  |      | 15,805  |   |          |   | 15,395  |          |  |   | (410   | ) |  | (2.6  | ) 
|IMPSAT Brazil    |  |                                  | 2,959  |   |                                 |   | 3,262           |          |  |   | 303      |   |  | 10.2  |   |  |      | 8,256   |   |          |   | 9,923   |          |  |   | 1,667  |   |  | 20.2  |   
|IMPSAT Venezuela |  |                                  | 525    |   |                                 |   | 1,384           |          |  |   | 859      |   |  | 163.6 |   |  |      | 4,681   |   |          |   | 4,112   |          |  |   | (569   | ) |  | (12.2 | ) 
|IMPSAT Ecuador   |  |                                  | 1,510  |   |                                 |   | 1,643           |          |  |   | 133      |   |  | 8.8   |   |  |      | 4,194   |   |          |   | 5,108   |          |  |   | 914    |   |  | 21.8  |   
|IMPSAT Chile     |  |                                  | 727    |   |                                 |   | 642             |          |  |   | (85      | ) |  | (11.7 | ) |  |      | 2,303   |   |          |   | 1,971   |          |  |   | (332   | ) |  | (14.4 | ) 
|IMPSAT Peru      |  |                                  | 2,429  |   |                                 |   | 2,958           |          |  |   | 529      |   |  | 21.8  |   |  |      | 7,314   |   |          |   | 8,207   |          |  |   | 893    |   |  | 12.2  |   
|IMPSAT USA       |  |                                  | 3,112  |   |                                 |   | 2,583           |          |  |   | (529     | ) |  | (17.0 | ) |  |      | 9,516   |   |          |   | 7,434   |          |  |   | (2,082 | ) |  | (21.9 | ) 
|Other(1)         |  |                                  | (4,433 | ) |                                 |   | (4,307          | )        |  |   | 126      |   |  | (2.8  | ) |  |      | (14,127 | ) |          |   | (12,562 | )        |  |   | 1,565  |   |  | (11.1 | ) 
|                 |  |                                  |        |   |                                 |   |                 |          |  |   |          |   |  |       |   |  |      |         |   |          |   |         |          |  |   |        |   |  |       |   
|Total            |  | $                                | 18,763 |   |                                 | $ | 19,204          |          |  | $ | 441      |   |  | 2.4   | % |  | $    | 55,948  |   |          | $ | 56,778  |          |  | $ | 830    |   |  | 1.5   | % 
|                 |  |                                  |        |   |                                 |   |                 |          |  |   |          |   |  |       |   |  |      |         |   |          |   |         |          |  |   |        |   |  |       |   

---

|(1) | This includes leased capacity costs of International Satellite Capacity Holding, Ltd and for all inter-company transactions.
|--- | ----------------------------------------------------------------------------------------------------------------------------

In connection with services we offer under our licenses to provide domestic and international long distance telephony connections, we incur costs for
interconnection and telephony termination (I&T). We incur costs for frequency rights related to regulatory fees for the rights to use certain frequencies in the countries in which we operate. Our I&T and frequency rights costs
totaled $4.4 million and $12.5 million during the three and nine months ended September 30, 2006 (which includes $3.9 million and $10.7 million of I&T costs) compared to $3.9 million and $12.5 million of I&T and frequency
rights costs for the same periods in 2005 (which includes $3.3 million and $10.4 million of I&T costs), which represents an increase of $0.5 million (or 13.0%) and a decrease $0.01 million (or 0.1%). Interconnection costs increased in the
three and nine months ended September 30, 2006, as compared to the same periods in 2005, due to increased delivery of telephony services.

The following table shows, by operating subsidiary, our I&T and frequency rights costs for the periods indicated, and variations between each period:



|                 |  |                                  |        |   |                                 |   |                          |          |  |   |          |   |  |       |   |  |      |        |   |          |   |        |          |  |   |        |   |  |       |   
|---------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------------------------ | -------- |  | - | -------- | - |  | ----- | - |  | ---- | ------ | - | -------- | - | ------ | -------- |  | - | ------ | - |  | ----- | --
|                 |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                 |  | 2005                             |        |   | 2006                            |   |                          | $ Change |  |   | % Change |   |  | 2005  |   |  | 2006 |        |   | $ Change |   |        | % Change | 
|                 |  | I&T and frequency rights         |        |   |                                 |   | I&T and frequency rights |          |  |  
|IMPSAT Argentina |  | $                                | 2,058  |   |                                 | $ | 2,780                    |          |  | $ | 722      |   |  | 35.1  | % |  | $    | 7,074  |   |          | $ | 7,163  |          |  | $ | 89     |   |  | 1.3   | % 
|IMPSAT Colombia  |  |                                  | 318    |   |                                 |   | 276                      |          |  |   | (42      | ) |  | (13.2 | ) |  |      | 1,133  |   |          |   | 982    |          |  |   | (151   | ) |  | (13.3 | ) 
|IMPSAT Brazil    |  |                                  | 260    |   |                                 |   | 139                      |          |  |   | (121     | ) |  | (46.5 | ) |  |      | 806    |   |          |   | 708    |          |  |   | (98    | ) |  | (12.2 | ) 
|IMPSAT Venezuela |  |                                  | 2      |   |                                 |   | 1                        |          |  |   | (1       | ) |  | (50.0 | ) |  |      | 6      |   |          |   | 2      |          |  |   | (4     | ) |  | (66.7 | ) 
|IMPSAT Ecuador   |  |                                  | 87     |   |                                 |   | 107                      |          |  |   | 20       |   |  | 23.0  |   |  |      | 254    |   |          |   | 310    |          |  |   | 56     |   |  | 22.0  |   
|IMPSAT Chile     |  |                                  | 236    |   |                                 |   | 120                      |          |  |   | (116     | ) |  | (49.2 | ) |  |      | 821    |   |          |   | 465    |          |  |   | (356   | ) |  | (43.4 | ) 
|IMPSAT Peru      |  |                                  | 1,827  |   |                                 |   | 2,305                    |          |  |   | 478      |   |  | 26.2  |   |  |      | 5,409  |   |          |   | 6,316  |          |  |   | 907    |   |  | 16.8  |   
|IMPSAT USA       |  |                                  | 883    |   |                                 |   | 375                      |          |  |   | (508     | ) |  | (57.5 | ) |  |      | 3,134  |   |          |   | 1,304  |          |  |   | (1,830 | ) |  | (58.4 | ) 
|Other(1)         |  |                                  | (1,786 | ) |                                 |   | (1,714                   | )        |  |   | 72       |   |  | (4.0  | ) |  |      | (6,093 | ) |          |   | (4,714 | )        |  |   | 1,379  |   |  | (22.6 | ) 
|                 |  |                                  |        |   |                                 |   |                          |          |  |   |          |   |  |       |   |  |      |        |   |          |   |        |          |  |   |        |   |  |       |   
|Total            |  | $                                | 3,885  |   |                                 | $ | 4,389                    |          |  | $ | 504      |   |  | 13.0  | % |  | $    | 12,544 |   |          | $ | 12,536 |          |  | $ | (8     | ) |  | (0.1  | )%
|                 |  |                                  |        |   |                                 |   |                          |          |  |   |          |   |  |       |   |  |      |        |   |          |   |        |          |  |   |        |   |  |       |   

---

|(1) | This includes I&T and frequency rights costs all inter-company transactions.
|--- | ----------------------------------------------------------------------------

(4) Cost of Equipment Sold.In the three and nine months ended September 30, 2006, we incurred costs of equipment sold of $0.2
million and $0.6 million, compared to $0.4 million and $0.6 million for the same periods in 2005. The decrease in the three months ended September 30, 2006 is related to lower sale of equipment.

Salaries and Wages.Salaries and wages for the three and nine months ended September 30, 2006 totaled $16.8 million and $44.7 million, an
increase of $4.7 million (or 38.9%) and $7.4 million (or 19.7%) compared to the same periods in 2005. The increase is due to currency revaluation in Brazil, salary increases related to adjustments for inflation and higher variable compensation and
$3.8 million recorded under the Companys management incentive plan, partially offset by savings due to lower average headcount. Consolidated number of employees increased from 1,241 at September 30, 2005 to 1,253 at September 30,
2006. This increase was required to sustain revenue growth in Brazil.



14



---

##### Table of Contents

IMPSAT Argentina had 449 employees as of September 30, 2006, compared to 453 employees as of
September 30, 2005. IMPSAT Brazil increased its number of employees to 226 at September 30, 2006, compared to 198 at September 30, 2005. IMPSAT Colombia its number of employees to 251 at September 30, 2006, compared to 251 at
September 30, 2005. IMPSAT Venezuela decreased its number of employees to 103 at September 30, 2006, compared to 109 at September 30, 2005. IMPSAT USA decreased its number of employees to 53 at September 30, 2006, compared
to 64 at September 30, 2005. IMPSAT Peru increased its number of employees to 63 at September 30, 2006, compared to 60 at September 30, 2005. IMPSAT Ecuador increased its number of employees to 77 at September 30, 2006, compared
to 72 at September 30, 2005. IMPSAT Chile decreased its number of employees to 31 at September 30, 2006, compared to 34 at September 30, 2005.

The following table shows, by operating subsidiary, our salaries and wages expenses for the periods indicated, and variations between each period:



|                 |  |                                  |        |      |                                 |                  |  |   |          |   |  |       |   |      |   |          |  |   |          |  |   |       |   |  |       |  
|---------------- |  | -------------------------------- | ------ | ---- | ------------------------------- | ---------------- |  | - | -------- | - |  | ----- | - | ---- | - | -------- |  | - | -------- |  | - | ----- | - |  | ----- | -
|                 |  | Three Months Ended September 30, |        |      | Nine Months Ended September 30, |                 
|                 |  | 2005                             |        | 2006 |                                 | $ Change         |  |   | % Change |   |  | 2005  |   | 2006 |   | $ Change |  |   | % Change | 
|                 |  | Salaries & Wages                 |        |      |                                 | Salaries & Wages |  |  
|IMPSAT Argentina |  | $                                | 3,135  |      | $                               | 3,269            |  | $ | 134      |   |  | 4.3   | % |      | $ | 9,445    |  | $ | 9,897    |  | $ | 452   |   |  | 4.8   | %
|IMPSAT Colombia  |  |                                  | 2,093  |      |                                 | 2,071            |  |   | (22      | ) |  | (1.1  | ) |      |   | 6,512    |  |   | 6,406    |  |   | (106  | ) |  | (1.6  | )
|IMPSAT Brazil    |  |                                  | 2,515  |      |                                 | 3,250            |  |   | 735      |   |  | 29.2  |   |      |   | 7,396    |  |   | 9,473    |  |   | 2,077 |   |  | 28.1  |  
|IMPSAT Venezuela |  |                                  | 860    |      |                                 | 1,053            |  |   | 193      |   |  | 22.4  |   |      |   | 2,472    |  |   | 2,928    |  |   | 456   |   |  | 18.4  |  
|IMPSAT Ecuador   |  |                                  | 576    |      |                                 | 666              |  |   | 90       |   |  | 15.6  |   |      |   | 1,692    |  |   | 1,978    |  |   | 286   |   |  | 16.9  |  
|IMPSAT Chile     |  |                                  | 374    |      |                                 | 428              |  |   | 54       |   |  | 14.4  |   |      |   | 1,048    |  |   | 1,181    |  |   | 133   |   |  | 12.7  |  
|IMPSAT Peru      |  |                                  | 576    |      |                                 | 605              |  |   | 29       |   |  | 5.0   |   |      |   | 1,725    |  |   | 1,685    |  |   | (40   | ) |  | (2.3  | )
|IMPSAT USA       |  |                                  | 1,280  |      |                                 | 1,153            |  |   | (127     | ) |  | (9.9  | ) |      |   | 4,114    |  |   | 3,747    |  |   | (367  | ) |  | (8.9  | )
|Other(1)         |  |                                  | 691    |      |                                 | 4,313            |  |   | 3,622    |   |  | 524.2 |   |      |   | 2,943    |  |   | 7,425    |  |   | 4,482 |   |  | 152.3 |  
|                 |  |                                  |        |      |                                 |                  |  |   |          |   |  |       |   |      |   |          |  |   |          |  |   |       |   |  |       |  
|Total            |  | $                                | 12,100 |      | $                               | 16,808           |  | $ | 4,708    |   |  | 38.9  | % |      | $ | 37,347   |  | $ | 44,720   |  | $ | 7,373 |   |  | 19.7  | %
|                 |  |                                  |        |      |                                 |                  |  |   |          |   |  |       |   |      |   |          |  |   |          |  |   |       |   |  |       |  

---

|(1) | This includes salaries and wages of International Satellite Capacity Holding, Ltd.
|--- | ----------------------------------------------------------------------------------

Selling, General and Administrative Expenses. Our SG&A expenses consist principally of:



| |  |  | publicity and promotion costs
| | - |  | -----------------------------



| |  |  | professional fees and other remuneration
| | - |  | ----------------------------------------



| |  |  | travel and entertainment
| | - |  | ------------------------



| |  |  | rent
| | - |  | ----



| |  |  | plant services, insurance, and telephone expenses
| | - |  | -------------------------------------------------

We
incurred SG&A expenses of $6.3 million and $18.1 million for the three and nine months ended September 30, 2006, representing an increase of $0.5 million (or 9.3%) and $1.2 million (or 6.9%) compared to the same periods in 2005. The
increases experienced were primarily due to increases in advisory fees.



15



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##### Table of Contents

The following table shows, by operating subsidiary, our SG&A expenses for the periods indicated, and
variations between each period:



|                 |  |                                             |       |      |                                 |                                             |  |   |          |   |  |       |   |      |   |          |  |   |          |  |   |       |   |  |       |  
|---------------- |  | ------------------------------------------- | ----- | ---- | ------------------------------- | ------------------------------------------- |  | - | -------- | - |  | ----- | - | ---- | - | -------- |  | - | -------- |  | - | ----- | - |  | ----- | -
|                 |  | Three Months Ended September 30,            |       |      | Nine Months Ended September 30, |                                            
|                 |  | 2005                                        |       | 2006 |                                 | $ Change                                    |  |   | % Change |   |  | 2005  |   | 2006 |   | $ Change |  |   | % Change | 
|                 |  | Selling, General andAdministrative Expenses |       |      |                                 | Selling, General andAdministrative Expenses |  |  
|IMPSAT Argentina |  | $                                           | 1,595 |      | $                               | 1,717                                       |  | $ | 122      |   |  | 7.6   | % |      | $ | 4,860    |  | $ | 5,024    |  | $ | 164   |   |  | 3.4   | %
|IMPSAT Colombia  |  |                                             | 825   |      |                                 | 733                                         |  |   | (92      | ) |  | (11.2 | ) |      |   | 2,273    |  |   | 1,987    |  |   | (286  | ) |  | (12.6 | )
|IMPSAT Brazil    |  |                                             | 1,100 |      |                                 | 1,499                                       |  |   | 399      |   |  | 36.3  |   |      |   | 3,263    |  |   | 3,975    |  |   | 712   |   |  | 21.8  |  
|IMPSAT Venezuela |  |                                             | 537   |      |                                 | 560                                         |  |   | 23       |   |  | 4.3   |   |      |   | 1,296    |  |   | 1,569    |  |   | 273   |   |  | 21.1  |  
|IMPSAT Ecuador   |  |                                             | 299   |      |                                 | 395                                         |  |   | 96       |   |  | 32.1  |   |      |   | 875      |  |   | 1,140    |  |   | 265   |   |  | 30.3  |  
|IMPSAT Chile     |  |                                             | 364   |      |                                 | 191                                         |  |   | (173     | ) |  | (47.5 | ) |      |   | 727      |  |   | 567      |  |   | (160  | ) |  | (22.0 | )
|IMPSAT Peru      |  |                                             | 274   |      |                                 | 290                                         |  |   | 16       |   |  | 5.8   |   |      |   | 829      |  |   | 803      |  |   | (26   | ) |  | (3.1  | )
|IMPSAT USA       |  |                                             | 526   |      |                                 | 588                                         |  |   | 62       |   |  | 11.8  |   |      |   | 1,571    |  |   | 1,703    |  |   | 132   |   |  | 8.4   |  
|Other(1)         |  |                                             | 246   |      |                                 | 328                                         |  |   | 82       |   |  | 33.3  |   |      |   | 1,209    |  |   | 1,300    |  |   | 91    |   |  | 7.5   |  
|                 |  |                                             |       |      |                                 |                                             |  |   |          |   |  |       |   |      |   |          |  |   |          |  |   |       |   |  |       |  
|Total            |  | $                                           | 5,766 |      | $                               | 6,301                                       |  | $ | 535      |   |  | 9.3   | % |      | $ | 16,903   |  | $ | 18,068   |  | $ | 1,165 |   |  | 6.9   | %
|                 |  |                                             |       |      |                                 |                                             |  |   |          |   |  |       |   |      |   |          |  |   |          |  |   |       |   |  |       |  

---

|(1) | This includes SG&A expenses of International Satellite Capacity Holding, Ltd and for all inter-company transactions.
|--- | --------------------------------------------------------------------------------------------------------------------

Depreciation and Amortization.Our depreciation and amortization expenses for the three and nine months ended September 30, 2006 totaled
$16.2 million and $43.7 million. This represents an increase of $2.2 million (or 15.8%) and $3.3 million (or 8.3%) for the nine months ended September 30, 2006, compared to our depreciation and amortization for the corresponding periods in
2005. The increase in depreciation and amortization expenses is principally due to an increase in our depreciable fixed asset base as a result of increased capital expenditures. During the nine months of 2006, we made purchases of property, plant
and equipment totaling $25.8 million. Such additional equipment, which comprises principally customer equipment and other central telecommunications equipment, is depreciated over a shorter period of time than other components of our property, plant
and equipment and results in higher depreciation charges in the current periods.

Interest Expense, Net.Our net interest expense
for the three months ended September 30, 2006 totaled $7.1 million, consisting of interest expense of $7.4 million and interest income of $0.3 million. Our net interest expense for the nine months ended September 30, 2006 totaled $22.7
million, consisting of interest expense of $23.4 million and interest income of $0.7 million. Net interest expense for the three and nine months ended September 30, 2005 totaled $7.1 million and $21.2 million, respectively. Our net interest
expense for the three and nine months ended September 30, 2006 decreased by $0.01 million (or 0.1 %) and increased by $1.4 million (or 6.7%) compared to the net interest expense for the same periods of 2005. The decrease in the third quarter of
2006 is due to decreased debt, which was reduced from $247.7 million at September 30, 2005 to $240.9 million at September 30, 2006. The increase in our net interest expense for the nine months ended September 30, 2006 is due in part
to the increase in the rate of interest on our Senior Secured Notes which increased from 6% (paid-in-kind interest on Senior Notes) per annum to 10% per annum, and the restructuring of $107.3 million of such indebtedness in July 2005 which
increased interest rates from 10% per annum to 12% per annum, and to increased withholding taxes on subsidiary indebtedness repayments. Our indebtedness as of September 30, 2006 totaled $240.9 million, as compared to $248.1 million as
of December 31, 2005. During the nine months ended September 30, 2006 we made principal payments of $12.6 million and obtained $6.5 million of new financing. In addition, foreign exchange effects reduced total indebtedness by $1.1 million.

Net Gains on Foreign Exchange.We recorded a net loss on foreign exchange for the three months ended September 30, 2006 of
$2.6 million and a net gain on foreign exchange for the nine months ended September 30, 2006 of $6.9 million, compared to net gains on foreign exchange of $4.4 million and $15.6 million for the same periods in 2005. The net loss on foreign
exchange reflects principally the effect of the devaluation during the three months ended September 30, 2006 of the Brazilian real on the book value of our monetary assets and liabilities in Brazil. The net gains on foreign exchange
reflects principally the effect of the appreciation during the nine months ended September 30, 2006 of the Brazilian real on the book value of our monetary assets and liabilities in Brazil.

IMPSAT Argentina recorded so net gain on foreign exchange for the three months ended September 30, 2006 of $0.02 million and net loss on foreign
exchange for the nine months ended September 30, 2006 of $0.07 million, compared to net losses of $0.07 million and $0.2 million for the same periods in 2005. IMPSAT Brazil recorded to net loss on foreign exchange for the three months ended
September 30, 2006 of $0.5 million and net gain on foreign exchange for the nine months ended September 30, 2006 of $6.4 million, compared to net gains of $5.3 million and $16.9 million for the same periods in 2005.



16



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##### Table of Contents

Other Expenses, Net.We recorded other expenses, net, of $4.5 million and $6.8 million for the
three and nine months ended September 30, 2006, compared to other expenses, net, of $1.4 million and $6.7 million for the same periods of 2005. The change in other expenses, net, was due primarily to professional advisory fees and other
expenses related to the Merger Agreement entered into on October 25, 2006 incurred during the three and nine months ended September 30, 2006.

Provision for Foreign Income Taxes.For the three and nine months ended September 30, 2006, we recorded a provision for foreign income taxes of $0.2 million and $1.9 million, compared to a provision of
$1.8 million and $4.8 million for the same periods in 2005. The decrease in the provision for foreign income taxes in the three and nine months ended September 30, 2006, compared to the same periods in 2005, was due primarily to a decrease in
income taxes for IMPSAT Venezuela and IMPSAT Colombia.

Net Loss. For the three and nine months ended September 30, 2006, we
recorded a net loss of $17.5 million and $23.2 million, compared to net loss of $5.2 million and $20.4 million for the same periods in 2005. The increase in the three months is due primarily to foreign exchange recorded in IMPSAT Brazil, other
expenses and salaries and wages. The increase in the nine months is due primarily to the increases in net revenues and salaries and wages and a decrease in income taxes, partially offset by an increase in direct costs and a decrease in net gains
from foreign exchange.

The following table shows, by operating subsidiary, our net income (loss) for the periods indicated, and variations between each
period:



|                 |  |                                  |        |   |                                 |   |                   |          |  |   |          |   |  |        |   |  |      |         |   |          |   |         |          |  |   |        |   |  |        |  
|---------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ----------------- | -------- |  | - | -------- | - |  | ------ | - |  | ---- | ------- | - | -------- | - | ------- | -------- |  | - | ------ | - |  | ------ | -
|                 |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                 |  | 2005                             |        |   | 2006                            |   |                   | $ Change |  |   | % Change |   |  | 2005   |   |  | 2006 |         |   | $ Change |   |         | % Change | 
|                 |  | Net Income (Loss)                |        |   |                                 |   | Net Income (Loss) |          |  |  
|IMPSAT Argentina |  | $                                | (1,206 | ) |                                 | $ | (2,294            | )        |  | $ | (1,088   | ) |  | 90.2   | % |  | $    | (4,733  | ) |          | $ | (6,016  | )        |  | $ | (1,283 | ) |  | 27.1   | %
|IMPSAT Colombia  |  |                                  | (3,282 | ) |                                 |   | (2,652            | )        |  |   | 630      |   |  | (19.2  | ) |  |      | (6,872  | ) |          |   | (1,108  | )        |  |   | 5,764  |   |  | (83.9  | )
|IMPSAT Brazil    |  |                                  | 776    |   |                                 |   | (3,008            | )        |  |   | (3,784   | ) |  | (487.6 | ) |  |      | 2,918   |   |          |   | (468    | )        |  |   | (3,386 | ) |  | (116.0 | )
|IMPSAT Venezuela |  |                                  | 588    |   |                                 |   | 1,213             |          |  |   | 625      |   |  | 106.3  |   |  |      | 393     |   |          |   | 3,550   |          |  |   | 3,157  |   |  | 803.3  |  
|IMPSAT Ecuador   |  |                                  | 969    |   |                                 |   | 527               |          |  |   | (442     | ) |  | (45.6  | ) |  |      | 2,759   |   |          |   | 1,119   |          |  |   | (1,640 | ) |  | (59.4  | )
|IMPSAT Chile     |  |                                  | 197    |   |                                 |   | 163               |          |  |   | 34       |   |  | (17.3  | ) |  |      | 493     |   |          |   | 702     |          |  |   | 209    |   |  | 42.4   |  
|IMPSAT Peru      |  |                                  | (633   | ) |                                 |   | 111               |          |  |   | 744      |   |  | (117.5 | ) |  |      | (2,004  | ) |          |   | 217     |          |  |   | 2,221  |   |  | (110.8 | )
|IMPSAT USA       |  |                                  | 29     |   |                                 |   | 325               |          |  |   | 296      |   |  | 1020.7 |   |  |      | (903    | ) |          |   | 699     |          |  |   | 1,602  |   |  | (177.4 | )
|Other(1)         |  |                                  | (2,601 | ) |                                 |   | (11,852           | )        |  |   | (9,251   | ) |  | 355.7  |   |  |      | (12,405 | ) |          |   | (21,933 | )        |  |   | (9,528 | ) |  | 76.8   |  
|                 |  |                                  |        |   |                                 |   |                   |          |  |   |          |   |  |        |   |  |      |         |   |          |   |         |          |  |   |        |   |  |        |  
|Total            |  | $                                | (5,163 | ) |                                 | $ | (17,467           | )        |  | $ | (12,304  | ) |  | 238.3  | % |  | $    | (20,354 | ) |          | $ | (23,238 | )        |  | $ | (2,884 | ) |  | 14.2   | %
|                 |  |                                  |        |   |                                 |   |                   |          |  |   |          |   |  |        |   |  |      |         |   |          |   |         |          |  |   |        |   |  |        |  

---

|(1) | This includes net income (loss) of International Satellite Capacity Holding, Ltd.
|--- | ---------------------------------------------------------------------------------

Liquidity and Capital Resources

At September 30, 2006, we had total cash and cash equivalents
of $18.7 million, as compared to $19.8 million at September 30, 2005 and $24.1 million as of December 31, 2005.

As of
September 30, 2006, approximately $6.6 million of our cash and cash equivalents were held in Venezuelan bolivars by IMPSAT Venezuela, compared to $7.5 million at December 31, 2005 (in each case, based on the official exchange rate
at that date of Bs. 2,150 = $1.00). Foreign exchange controls instituted in Venezuela since February 2003 severely limit our ability to repatriate these amounts and any other earnings from our Venezuelan operations on a timely basis, without
substantial cost. More recently, IMPSAT Venezuela has experienced significant delays in obtaining the required approvals from Venezuelas Commission of Currency Administration (known as CADIVI) for the purchase of U.S. dollars with Venezuelan
bolivars in order to make payment of its foreign currency denominated obligations (including inter-company obligations). As a result, we are unable to predict when these final approvals will be obtained. Future devaluations of the
Venezuelanbolivar and/or the implementation of more stringent exchange control restrictions in that country could have a material adverse effect on the recorded U.S. dollar value or our cash and cash equivalents held by Impsat Venezuela and
would result in a loss in future periods in our condensed consolidated statement of operations.

At September 30, 2006, our total
indebtedness was $240.9 million (as compared to $247.7 million at September 30, 2005), of which $2.1 million represented short-term debt, $32.5 million represented current portion of long-term debt and $206.3 million represented long-term debt.
Our capital expenditures budget contemplates that we will need approximately $38.0 million (including amounts spent to date) through the end of 2006 for capital expenditures.



17



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##### Table of Contents

On September 27, 2006, we assigned to BanCafe-Panama, a subsidiary of the BanCafe Colombia group, a
participation interest, at par, in an outstanding loan from BanColumbia (Panama) to our Colombian subsidiary, Impsat S.A., for a cash payment of $3,060,000. The assignment increased cash and the amount of third party debt recorded in our
consolidated financial statements and decreased intercompany indebtedness.

We remain in default under indebtedness owed to one creditor
who voted against the Plan. Under the Plan, the claims of that creditor were contingent obligations arising under guarantees by us of certain primary indebtedness of IMPSAT Argentina. Notwithstanding our emergence from bankruptcy and the
extinguishment of the guarantee as a result, an event of default has occurred and is continuing with respect to the related primary underlying indebtedness of IMPSAT Argentina. As a result of this default, which relates to vendor financing
totaling approximately $7.6 million in outstanding principal amount as of September 30, 2005 and 2006, such indebtedness is due and payable. IMPSAT Argentina had been in discussions with the holder of the indebtedness with a view to
rescheduling or otherwise restructuring the defaulted debt obligation. We understand that this holder recently transferred the defaulted debt obligation to a new holder. IMPSAT Argentina is not in discussions with the new holder. There is
no assurance that IMPSAT Argentina will reach a definitive agreement with this holder to reschedule or restructure such obligations. Under certain circumstances, IMPSAT Argentina could be forced to seek protection or liquidate under the bankruptcy
laws of Argentina.

On July 29, 2005, we entered into amended and restated financing agreements to restructure $125.6 million of our
vendor indebtedness, the Senior Secured Notes, which were issued by IMPSAT Argentina and IMPSAT Brazil pursuant to separate credit agreements that are each guaranteed by us, and which was held by affiliates of certain members of our board of
directors. Prior to the amendments, such indebtedness was required to be paid in eight remaining semi-annual principal installments aggregating $15.7 million between September 2005 and March 2009. Pursuant to such amendments, we made an initial
principal repayment of $18.3 million and modified the terms of the agreements such that the remaining outstanding principal amounts ($38.9 million owed by IMPSAT Argentina and $68.4 million owed by IMPSAT Brazil) will be repaid in the aggregate
amounts of $5.0 million in 2006, $20.0 million in 2007, $25.0 million in 2008 and $57.3 million in 2009. The amended indebtedness bears interest at a rate of 12% per annum, payable semi-annually in arrears, as compared to 10% per annum for
the period prior to the effectiveness of the amendments. The parties also agreed to amendments to the financial covenants in the agreements to reflect current financial and operating conditions. The amended indebtedness was subjected to an optional
prepayment at a cost of 101% until July 29, 2006 and at par thereafter. IMPSAT Argentina and IMPSAT Brazil (with respect to the credit agreement to which it is a party), on the one hand, and the lenders of the amended indebtedness, on the other
hand, each have an option to further amend the agreements governing such indebtedness to provide that we shall be the primary borrower, and IMPSAT Argentina and IMPSAT Brazil the respective guarantors of the portions of the indebtedness currently
owed by them, subject to certain terms and conditions. The terms and conditions of the amendments were negotiated by a special committee of our board of directors that was formed to explore recapitalization alternatives. As of September 30,
2006, IMPSAT Brazil was not in compliance with certain financial ratios on its approximately $63.4 million of Senior Secured Notes. The Company has obtained a waiver from the holder of the notes of this covenant for the applicable period and through
September 2007.

On September 12, 2006, the tax authorities of the city of Buenos Aires, Argentina, sent us a tax assessment for the
third quarterly installment of 2006 relating to a purported tax for the use of the air space in and around the city in respect of our antennas and supporting structures in the amount of approximately $1.7 million. Included in the notice was a
statement of additional assessments covering earlier years (2003 through 2005) and the first two quarters of 2006. The total amount for these earlier periods was approximately $29.4 million. We had previously received two notices from the city for
these types of taxes, both in 2005, one of which related to the second quarter of fiscal 2005 and the other of which related to the fiscal year 2003, which followed a request from the city in 2003 for information regarding our ownership of antennas
in the city for purposes of imposition of the tax. We have formally objected to the legality of the tax and have rejected each of the notices in an administrative proceeding. We learned in July 2005 that the city had rejected our objection to the
legality of the tax through a Providencia which also has been rejected by us and is also the subject of the administrative proceeding. We believe, based on its analysis of the issue and advice of our legal counsel, that no tax is owed
and we intend to vigorously defend against any requirement that it pay the tax.

In its audit report on our consolidated financial
statements for the year ended December 31, 2005, Deloitte & Touche LLP, our independent registered public accounting firm, included a paragraph that noted that our current liquidity position, the amount of our debt obligations, and our
operating results, raised substantial doubt as to our ability to continue as a going concern. Based on our current business plan, we will not internally generate sufficient funds to meet our maturing obligations in the future. If we cannot generate
sufficient cash flows to meet our cash-flow and working capital needs, and to achieve our longer term growth and operational goals, we will require additional financing. There is no assurance that such financing will be available on acceptable terms
or at all. Our condensed financial statements included in this Quarterly Report on Form 10-Q have been prepared under the assumption that we will continue as a going concern and do not include any adjustments that might result if we were forced to
discontinue operations. For additional information, see Note 2 to our condensed consolidated financial statements.



18



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##### Table of Contents

On October 25, 2006, we entered into the Agreement with GCL and MergerCo which provides for our
merger with MergerCo. From the date of the Agreement until the effective time of the merger, and unless otherwise provided in the Agreement or consented to in writing by GCL, which consent will not be unreasonably withheld or delayed, we agreed,
among other things, (i) to conduct our business in the ordinary course consistent with past practice, and (ii) use, together with GCL and MergerCo, commercially reasonable efforts to cause the closing to occur. Under the terms of the
Agreement, prior to completion of the merger, we will commence contingent offers to purchase all of our outstanding Series A 6% Senior Guaranteed Senior Notes due 2011 (the Series A Notes) and Series B 6% Senior Guaranteed Senior Notes
due 2011 (the Series B Notes) at 101% of the outstanding principal amount thereof, plus accrued interest thereon (if any) to the payment date. Each pre-closing offer to purchase will be contingent upon the occurrence of the closing of
the merger. In addition, as required by the Agreement, on November 2, 2006, we commenced a consent solicitation with respect to each of the indentures for the Series A and Series B Notes, which seeks certain amendments to the indentures that
will only become effective upon consummation of the merger.

As set forth in our condensed consolidated statement of cash flows, our
operating activities provided $26.9 million in net cash flows for the nine months ended September 30, 2006, compared to $19.3 million provided by operating activities during the same period of 2005. The increase in cash flow provided
by operating activities was primarily due to smaller net loss in 2006, compared to 2005.

For the nine months ended September 30,
2006, our investing activities used $25.6 million in net cash flows, compared to $24.8 million during the corresponding period in 2005. The increase in net cash flows used in investing activities was principally due to an increase in purchases of
property, plant and equipment.

During the nine months ended September 30, 2006, $6.1 million in net cash flows were used in financing
activities, as compared to $38.2 million during the corresponding period in 2005. The negative cash flow from financing activities in 2005 was principally due to the repayments of long-term indebtedness.

At September 30, 2006, we had leased satellite capacity with average annual rental commitments of approximately $7.6 million through the year 2009
under non-cancelable agreements. We have entered into contracts for the purchase of satellite capacity for approximately $14.0 million through 2015. In addition, at September 30, 2006, we had commitments to purchase telecommunications
equipment amounting to approximately $5.5 million. Furthermore, we have leased from third parties a series of terrestrial links for the provision of data, internet and telephony services to our clients in the different countries in which we operate
totaling $14.1 million through 2009.



19



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##### Table of Contents

The following table sets forth due dates of our contractual obligations as of September 30, 2006 (debt repayments
denominated in local currencies have been calculated at the exchange rate at September 30, 2006):



|                                   |                |      |        |      |   |        |  |      |        |      |   |            |  |       |        |  |   |        |  |   |        
|---------------------------------- | -------------- | ---- | ------ | ---- | - | ------ |  | ---- | ------ | ---- | - | ---------- |  | ----- | ------ |  | - | ------ |  | - | -------
|Type of Obligations                |                | 2006 |        | 2007 |   | 2008   |  | 2009 |        | 2010 |   | Thereafter |  | Total
|                                   | (in thousands)
|Short-term debt                    |                | $    | 1,296  |      | $ | 826    |  |      |        |      |   |            |  |       |        |  |   |        |  | $ | 2,122  
|                                   |                |      |        |      |   |        | 
|Long-term debt(1)                  |                |      | 249    |      |   | 39,694 |  | $    | 36,088 |      | $ | 58,148     |  | $     | 9,397  |  | $ | 92,903 |  |   | 236,479
|                                   |                |      |        |      |   |        | 
|Capital lease obligations          |                |      | 410    |      |   | 1,084  |  |      | 682    |      |   | 55         |  |       | 77     |  |   |        |  |   | 2,308  
|                                   |                |      |        |      |   |        |  |      |        |      |   |            |  |       |        |  |   |        |  |   |        
|Subtotal                           |                |      | 1,955  |      |   | 41,604 |  |      | 36,770 |      |   | 58,203     |  |       | 9,474  |  |   | 92,903 |  |   | 240,909
|Operating leases                   |                |      | 6,175  |      |   | 16,008 |  |      | 10,140 |      |   | 6,005      |  |       | 314    |  |   |        |  |   | 38,642 
|                                   |                |      |        |      |   |        | 
|Purchase obligations(2)            |                |      | 5,529  |      |   |        |  |      |        |      |   |            |  |       |        |  |   |        |  |   | 5,529  
|Interest payments                  |                |      | 906    |      |   | 21,669 |  |      | 17,982 |      |   | 10,779     |  |       | 7,275  |  |   | 3,049  |  |   | 61,660 
|                                   |                |      |        |      |   |        |  |      |        |      |   |            |  |       |        |  |   |        |  |   |        
|Total contractual cash obligations |                | $    | 14,565 |      | $ | 79,281 |  | $    | 64,892 |      | $ | 74,987     |  | $     | 17,063 |  | $ | 95,952 |  | $ | 346,740
|                                   |                |      |        |      |   |        |  |      |        |      |   |            |  |       |        |  |   |        |  |   |        

---

|(1) | 2007 amount includes the defaulted indebtedness of IMPSAT Argentina totaling approximately $7.6 million in outstanding principal amount.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(2) | This includes commitments for satellite capacity and terrestrial links.
|--- | -----------------------------------------------------------------------



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Recent Developments

On October 25, 2006, we entered into the Agreement with GCL, and MergerCo which provides for our merger with MergerCo. As a result of the merger, we will be a wholly-owned subsidiary of GCL and will cease to be a public company.

Under the terms of the Agreement, our stockholders will receive, upon completion of the merger, $9.32 in cash, without interest (the Merger
Consideration), for each issued and outstanding share of common stock. Each outstanding option or warrant to purchase our common stock of a per share exercise price lower than the Merger Consideration will be converted into the right to
receive a cash amount equal to the Merger Consideration less the exercise price for such option or warrant, as the case may be, net of any applicable taxes.

Our Board of Directors (the Board) has unanimously approved the Agreement. We, GCL and MergerCo have made customary representations, warranties and covenants in the Agreement. The covenants of Impsat include, subject to certain
exceptions, among other covenants to (i) conduct its business in the ordinary course consistent with past practice between the execution of the Agreement and consummation of the merger, (ii) use, together with GCL and MergerCo,
commercially reasonable efforts to cause the closing to occur, (iii) hold a stockholder meeting for the purpose of voting on the adoption of the Agreement and recommend that the stockholders approve and adopt the Agreement and (iv) not
solicit proposals relating to an alternative acquisition proposal and subject to certain exceptions, to not enter into discussions or negotiations concerning, or provide confidential information in connection with, an alternative acquisition
proposal.

Under the terms of the Agreement, prior to completion of the merger, we will commence contingent offers to purchase all of our outstanding
Series A Notes and Series B Notes at 101% of the outstanding principal amount thereof, plus accrued interest thereon (if any) to the payment date. Each pre-closing offer to purchase will be contingent upon the occurrence of the closing of the
merger. In addition, as required by the Agreement, on November 2, 2006, we commenced a consent solicitation with respect to each of the indentures for the Series A and Series B Notes, which seeks certain amendments to the indentures that only
become effective upon consummation of the merger.

The consummation of the merger is subject to a number of conditions, including, among others,
(i) approval of the Agreement by our stockholders in accordance with the Delaware General Corporation Law and our Restated Certificate of Incorporation, (ii) absence of any injunction or other order issued by a governmental entity of
competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated by the Agreement, (iii) receipt of certain required regulatory approvals and (iv) the absence of any event or circumstance which has had or
will reasonably be expected to have a material adverse effect on us. Each partys obligation to close is also subject to the accuracy of representations and warranties of and compliance with covenants by the other party to the Agreement, in
each case, as set forth in the Agreement.

The Agreement contains certain termination rights for both us and GCL. The Agreement provides that in certain
circumstances, upon termination, we would be required to pay GCL a termination fee of $5,000,000.

In connection with the Agreement, Morgan
Stanley & Co., Incorporated (Morgan Stanley), W.R. Huff Asset Management Co., LLC (WR Huff) as well as several of our officers and a director (in their capacities as either a stockholder and/or beneficial owner of
our common stock and/or a noteholder), entered into support agreements with GCL. Pursuant to the support agreements, the parties agree to support and vote in favor of the Agreement, the merger and the other transactions contemplated by the Agreement
and WR Huff and Morgan Stanley agreed to tender all of their Series A and Series B Notes pursuant to and in accordance with the terms of the offers to purchase (as contemplated in the Merger Agreement). The support agreements will terminate upon the
earlier of the consummation of the merger or the termination of the Agreement. The Agreement and the forms of the support agreements are attached as an exhibit to a Current Report on Form 8-K filed by us with the SEC on October 30, 2006.

Related Party Transaction

On October 25, 2006,
our Board approved a one-time cash payment in the amount of $60,000 to director Edward Dartley. We had previously granted options to each of our directors or such directors affiliates in connection with such directors agreement to serve
on our Board. Mr. Dartley became a member of the Board on June 28, 2006. Options were to be granted to Mr. Dartley for his service to the Board and as an inducement for his continued service, but we have been unable to do so because
we have been continuously engaged in the exploration of strategic alternatives since the time of his appointment. The one-time cash payment is intended to compensate Mr. Dartley in lieu of the options Mr. Dartley would have received if we
had granted Mr. Dartley options consistent with our arrangements with the other members of the Board. If in the future it is determined that it is feasible and appropriate to grant options to members of the Board and Mr. Dartley is a
member of the Board at that time, the amount of the one-time cash payment will be considered in conjunction with the option issuance with the goal of ensuring consistency in the aggregate cash and equity based compensation of each member of our
Board.



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##### Table of Contents

Forward Looking Statements

On October 30, 2006, we filed with the SEC a Current Report on Form 8-K, which included the Agreement and related documents. The descriptions of the Agreement and the Transaction contained in this Report whereby
we will be acquired by GCL, do not purport to be complete and additional information regarding the Transaction, as well as a copy of the Agreement, are included on the Form 8-K which we filed with the SEC. The proxy statement that we plan to file
with the SEC and mail to our stockholders will contain information about us, the proposed transaction and related matters. Stockholders are urged to read the proxy statement carefully when it is available, as it will contain important information
that stockholders should consider before making a decision about the merger. In addition to receiving the proxy statement from us by mail, stockholders will be able to obtain the proxy statement, as well as other filings containing information about
us, without charge, from the SECs website (http://www.sec.gov) or, without charge, from us at www.impsat.com. This filing is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of Impsat.

Some of the statements in this report constitute forward-looking statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995. These statements relate to our operations that are based on our current expectations, estimates and projections. Words such as may, will, could, would,
should, anticipate, predict, potential, continue, expects, intends, plans, projects, believes, estimates, in
our view and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Forward-looking statements are based upon assumptions as to future events or our future financial performance that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or
forecast in these forward-looking statements. As a result, these statements speak only as of the date they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

We intend that all forward-looking statements made will be subject to safe harbor protection of the federal
securities laws pursuant to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Forward-looking statements include but are not limited to:



| |  |  | our expectations and estimates as to maintenance and growth of our Broadband Network, and
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | future financial performance, including growth in sales and income.
| | - |  | -------------------------------------------------------------------

Factors that could cause our actual results to differ materially from those expressed in any forward-looking statements we make include those in the Certain Considerations section of this Report, and the
following factors, among others:



| |  |  | the availability and terms of additional capital to fund our continuing efforts,
| | - |  | --------------------------------------------------------------------------------



| |  |  | adequacy of cash from operations for our future liquidity and working capital needs,
| | - |  | ------------------------------------------------------------------------------------



| |  |  | inaccuracies in our forecasts of customer or market demand,
| | - |  | -----------------------------------------------------------



| |  |  | loss of a customer that provides us with significant revenues,
| | - |  | --------------------------------------------------------------



| |  |  | changes in our highly competitive market,
| | - |  | -----------------------------------------



| |  |  | changes in or developments under laws, regulations and licensing requirements,
| | - |  | ------------------------------------------------------------------------------



| |  |  | changes in telecommunications technology,
| | - |  | -----------------------------------------



| |  |  | adverse litigation results,
| | - |  | ---------------------------



| |  |  | currency fluctuations, and
| | - |  | --------------------------



| |  |  | changes in economic conditions in the Latin American countries where we operate.
| | - |  | --------------------------------------------------------------------------------

In addition, risks and uncertainties related to our proposed acquisition by GCL include our not being able to complete the proposed Transaction, failure to obtain stockholder, regulatory or other required approvals or
to satisfy other closing conditions, including the possibility of the occurrence of an event that could constitute a Material Adverse Effect as defined in the Agreement.



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These factors should not be construed as exhaustive. You should consider the limitations on, and risks
associated with, forward-looking statements and not unduly rely on the accuracy of predictions contained in such forward-looking statements. As noted above, these forward-looking statements speak only as of the date when they are made. We caution
you that the factors we have identified above may not be exhaustive. We operate in a continually changing business environment, and new factors that may affect our forward-looking statements emerge from time to time. We do not undertake any
obligation to update forward-looking statements to reflect events, circumstances, changes in expectations, or the occurrence of unanticipated events after the date of those statements. Moreover, in the future, we, through our senior management, may
make forward-looking statements that involve the risk factors and other matters described in this Form 10-Q as well as other risk factors subsequently identified, including, among others, those identified in our filings with the SEC on Form 10-K and
Form 8-K.

Our directors and executive officers and other members of management and employees are potential participants in the
solicitation of proxies from our stockholders in respect of the proposed Transaction. Information regarding our directors and executive officers is available in our proxy statement for our 2006 annual meeting of stockholders, filed with the SEC on
March 31, 2006. Additional information regarding the interests of such potential participants in the proposed transaction will be included in the proxy statement to be filed with the SEC in connection with the proposed transaction.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The sections below highlight our
exposure to interest rate and foreign exchange rate risks. The analyses presented below are illustrative and should not be viewed as predictive of our future financial performance. Additionally, we cannot assure you that our actual results in any
particular year will not differ from the amounts indicated below. However, we believe that these results are reasonable based on our financial instrument portfolio at September 30, 2006 and assuming that the hypothetical interest rate and
foreign exchange rate changes used in the analyses occurred during the nine months of 2006. We do not hold or issue any market risk sensitive instruments for trading purposes.

Interest Rate Risk. Our cash and cash equivalents consist of highly liquid investments with a maturity of less than 30 days. As a result of the
short-term nature of these instruments, we do not believe that a hypothetical 10% change in interest rates would have a material impact on our future earnings and cash flows related to these instruments. A hypothetical 10% change in interest rates
would also have an immaterial impact on the fair values of these instruments.

We are exposed to interest rate risk on our floating rate
indebtedness, which affects our cost of financing. At September 30, 2006, our total floating rate indebtedness aggregated $40.9 million, of which $13.0 million was denominated in U.S. dollars and accrued interest at specified spreads over the
London Interbank Offered Rate (LIBOR) and $27.9 million was denominated in local currencies of our operating subsidiaries and accrued interest at variable rates tied to local interest rates and inflation indices. Our actual interest rate is not
quantifiable or predictable because of the variability of future interest rates and business requirements. We do not believe such risk is material and we do not customarily use derivative instruments to adjust interest rate risk. As of
September 30, 2006, a hypothetical 100 basis point increase in the London Interbank Offered Rate (LIBOR) would affect our annual interest cost related to our floating rate indebtedness by approximately $0.1 million annually. The fair value of
financial instruments, which approximate their carrying value, have been determined using available market information and interest rates as of September 30, 2006.



|                                 |  |                                      |       |            |      |   |        |      |  |      |        |      |   |            |  |       |       |  |   |        |  |   |         |  |   |        
|-------------------------------- |  | ------------------------------------ | ----- | ---------- | ---- | - | ------ | ---- |  | ---- | ------ | ---- | - | ---------- |  | ----- | ----- |  | - | ------ |  | - | ------- |  | - | -------
|                                 |  | Expected Maturities at September 30, |       | Fair Value
|                                 |  | 2006                                 |       |            | 2007 |   |        | 2008 |  | 2009 |        | 2010 |   | Thereafter |  | Total |      
|Senior Notes (fixed rate)        |  |                                      |       |            |      | $ | 21,690 |      |  | $    | 26,690 |      | $ | 58,147     |  |       |       |  | $ | 92,903 |  | $ | 199,430 |  | $ | 180,361
|Avg. interest rate               |  |                                      |       |            |      |   | 11.84  | %    |  |      | 11.87  |      |   | 11.97      |  |       |       |  |   | 6.0    |  |   |         |  |   |        
|Term Notes (fixed rate)          |  | $                                    | 121   |            |      |   | 408    |      |  |      | 24     |      |   |            |  |       |       |  |   |        |  |   | 553     |  |   | 553    
|Avg. interest rate               |  |                                      | 8.68  | %          |      |   | 8.81   |      |  |      | 7.57   |      |   |            |  |       |       |  |   |        |  |   |         |  |   |        
|Term Notes (variable rate)       |  | $                                    | 1,694 |            |      |   | 11,899 |      |  |      | 9,998  |      |   | 56         |  |       | 9,474 |  |   |        |  |   | 33,121  |  |   | 33,121 
|Avg. interest rate               |  |                                      | 18.33 | %          |      |   | 10.77  |      |  |      | 11.72  |      |   | 24.78      |  |       | 12.08 |  |   |        |  |   |         |  |   |        
|Vendor Financing (variable rate) |  | $                                    | 140   |            |      |   | 7,607  |      |  |      | 58     |      |   |            |  |       |       |  |   |        |  |   | 7,805   |  |   | 7,805  
|Avg. Interest rate               |  |                                      | 9.62  | %          |      |   | 7.72   |      |  |      | 18.90  |      |   |            |  |       |       |  |   |        |  |   |         |  |   |        
|TOTAL                            |  | $                                    | 1,955 |            |      | $ | 41,604 |      |  | $    | 36,770 |      | $ | 58,203     |  | $     | 9,474 |  | $ | 92,903 |  | $ | 240,909 |  | $ | 221,840
|                                 |  |                                      |       |            |      |   |        |      |  |      |        |      |   |            |  |       |       |  |   |        |  |   |         |  |   |        

Foreign Currency Risk.A substantial portion of our costs, including lease payments for
certain satellite transponder and fiber optic capacity, purchases of capital equipment, and payments of interest and principal on our indebtedness, is payable in U.S. dollars. To date, we have not entered into hedging or swap contracts to address
currency risks because our



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##### Table of Contents

contracts with our customers, except in Brazil, generally have provided for payment in U.S. dollars or for payment in
local currency linked to the exchange rate between the local currency and the U.S. dollar at the time of invoicing. These contractual provisions are structured to reduce our risk if currency exchange rates fluctuate. However, given that the exchange
rate is generally set at the date of invoicing and that in some cases we experience substantial delays in collecting receivables, we are exposed to some exchange rate risk.



24



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##### Table of Contents

During January 2002, Argentina abandoned the fixed dollar-to-peso exchange rate and devalued the
Argentine peso, and, on February 3, 2002, pursuant to the pesification decree, the Argentine government announced the mandatory conversion of all foreign currency denominated contractual obligations governed by
Argentine law into Argentine pesos at a rate of one Argentine peso to one U.S. dollar. The floating exchange rate at September 30, 2006 was pesos 3.10 = $1.00. Devaluations of the peso have and will
adversely affect IMPSAT Argentinas results of operations and, in turn, our companys consolidated results of operations and financial condition. As of September 30, 2006, a hypothetical 10% devaluation of the peso would result
in foreign exchange losses of approximately $5.0 million on our financial debt. During the remainder of 2006, our consolidated results could be impacted from transaction gains or losses on our dollar-denominated monetary assets and liabilities.
Potential balance sheet exposures include the reduction to our consolidated stockholders equity due to the effects of lower net income on retained earnings.

Pursuant to Brazilian law, our contracts with customers in Brazil cannot be denominated in dollars or linked to the exchange rate between the Brazilian real and the U.S. dollar. In Brazil, we are permitted to
amend the pricing of our services for our long-term telecommunication services contracts with our customers annually based on changes in the consumer price index in Brazil for the prior year. In Argentina, obligations that were mandatorily converted
to pesos under the pesification decree may be adjusted pursuant to an index rate based on variations in the Argentine consumer price index. These aspects of the laws in Brazil and Argentina do not eliminate completely the
currency exchange risk facing our operations in those countries. Changes in the consumer price indices in Brazil and Argentina may lag or be lower than changes in the exchange rate between the Brazil and Argentine local currencies and the U.S.
dollar and therefore may not fully allow us to address the impact of a devaluation of those currencies against the U.S. dollar. Also, contracts entered into after the pesification decrees enactment that are initially
denominated in pesos are not entitled to be adjusted according to any other consumer or other price index. Accordingly, our operations in Brazil and Argentina have exposed us, and will increase our exposure, to exchange rate risks. At
September 30, 2006, the real traded at a rate of R2.17 = $1.00. As of September 30, 2006, a hypothetical 10% devaluation of the real would result in foreign exchange losses of approximately $6.2 million on our
financial debt.

As discussed above, in response to political and economic turmoil currently affecting Venezuela, the Venezuelan government
imposed foreign exchange and price controls during 2003, making it difficult for our customers in Venezuela to obtain the U.S. dollars needed to make payments due to us in U.S. dollars on a timely basis. These foreign exchange controls could also
limit our ability to convert local currency into U.S. dollars and transfer funds out of Venezuela. On February 6, 2003, the Venezuelan government set a single fixed exchange rate for the bolivar against the U.S. dollar of approximately
Bs.1,600 = $1.00 as part of the new currency controls. The Venezuelan government further devalued its currency to Bs. 1,920 = $1.00 in February 2004, and Bs. 2,150 = $1.00 on March 5, 2005. In the majority of cases, we have agreed to receive
bolivars at the official rate in payment for our services in lieu of U.S. dollars. As a result, our holdings of bolivars at September 30, 2006 totaled Bs.15.1 billion (or $7.0 million at the official exchange rate at such date).
The decline in the U.S. dollar value of our cash and cash equivalents denominated in bolivarsas a result of the devaluation of the bolivar will result in a loss in our consolidated financial statements.

Net revenues from services from our Argentine operations for the three months ended September 30, 2006 and 2005 represented approximately 26.5% and
30.1% of our total net revenues from services for such periods. Net revenues from services from our Brazilian operations for the three months ended September 30, 2006 and 2005 represented approximately 22.7% and 19.1% of our total net revenues
from services for such periods. Our net revenues from services in Venezuela accounted for 11.4% and 10.6% of our total revenues from services for the three months ended September 30, 2006 and 2005, respectively.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Based on an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this Quarterly Report on Form 10-Q, performed under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), our CEO and CFO
have concluded that our disclosure controls and procedures are effective for ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms.

(b) Changes in internal controls.

There were no changes in our internal control over financial reporting that occurred during the first quarter of 2006 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

On September 12, 2006, the tax authorities of the city of Buenos Aires,
Argentina, sent the Company a tax assessment for the third quarterly installment of 2006 relating to a purported tax for the use of the air space in and around the city in respect of the Companys antennas and supporting structures in the
amount of $1.7 million. Included in the notice there was a statement of additional assessments covering earlier years (2003 through 2005) and the first two quarters of 2006. The total amount for these earlier periods was $29.4
million. The Company had previously received two notices from the city for these types of taxes, both in 2005, one of which related to the second quarter of fiscal 2005 and the other of which related to the fiscal year 2003, which followed a
request from the city in 2003 for information regarding the ownership by the Company of antennas in the city for purposes of imposition of the tax. The Company has formally objected to the legality of the tax and has rejected each of the
notices in an administrative proceeding. The Company learned in July 2005 that the city had rejected the Companys objection to the legality of the tax through a Providencia which also has been rejected by the Company
and is also the subject of the administrative proceeding. The Company believes, based on its analysis of the issue and the advice of its legal counsel, that no tax is owed and the Company intends to vigorously defend against any requirement
that it pay the tax.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully
consider the factors discussed in Part I Item 1A. Risk Factors in our Annual Report on Form 10K for the year ended December 31, 2005, which could materially affect our business, financial condition or future results. The risks
described in our Form 10K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition
and/or operating results.

Item 2. Unregistered Sales of Equity 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

Not applicable

Item 6. Exhibits

Exhibit Index:



|            |  |                                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                      
|2.1         |  | Agreement and Plan of Merger dated as of October 25, 2006 among Impsat Fiber Networks, Inc. and Global Crossing Limited. *                                                                                                                                                                                                                                       
|            | 
|3.1         |  | Restated Certificate of Incorporation of the Company (filed on March 26, 2003 as Exhibit No. 2.1 to the Companys Amendment No. 1 to Registration Statement on Form 8-A and incorporated
herein by reference).                                                                                                                                                   
|            | 
|3.2         |  | Amended and Restated Bylaws of the Company (filed on March 31, 2006 as Exhibit 3.2 to the Companys 2005 Annual Report on Form 10-K and incorporated herein by
reference).                                                                                                                                                                                       
|            | 
|4.1         |  | Indenture for the Companys 6% Senior Guaranteed Convertible Notes due 2011Series A, dated as of March 25, 2003, among the Company, The Bank of New York, as trustee and IMPSAT
Argentina, as guarantor (including form of Note) (filed on April 15, 2003 as Exhibit 4.1 to the Companys 2002 Annual Report on Form 10-K and incorporated herein by reference).
|            | 
|4.2         |  | Indenture for the Companys 6% Senior Guaranteed Convertible Notes due 2011Series B, dated as of March 25, 2003, among the Company, The Bank of New York, as trustee and IMPSAT
Argentina, as guarantor (including form of Note) (filed on April 15, 2003 as Exhibit 4.2 to the Companys 2002 Annual Report on Form 10-K and incorporated herein by reference).



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.3         |  | Disclosure Statement Under Chapter 11 of the Bankruptcy Code (filed on December 19, 2002 as Exhibit No. 99.2 to the Companys Current Report on Form 8-K, and incorporated herein by
reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|4.4         |  | Plan of Reorganization of the Company Under Chapter 11 of the Bankruptcy Code (filed on December 19, 2002 as Exhibit No. 99.3 to the Companys Current Report on Form 8-K, and
incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|4.5         |  | Order Confirming the Companys Plan of Reorganization Under Chapter 11 of the Bankruptcy Code dated December 16, 2002 (filed on December 19, 2002 as Exhibit 99.1 to the
Companys Current Report on Form 8-K, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|4.6         |  | Registration Rights Agreement among the Company, IMPSAT Argentina and the security holders party thereto, dated as of March 25, 2003 (filed on April 15, 2003 as Exhibit 4.6 to the
Companys 2002 Annual Report on Form 10-K and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|4.7         |  | Specimen Common Stock Certificate (filed on March 26, 2003 as Exhibit No. 2.6 to the Companys Amendment No. 1 to Registration Statement on Form 8-A and incorporated herein by
reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|4.8         |  | Warrant Agreement between the Company and The Bank of New York, as warrant agent, dated as of March 25, 2003 (including form of Warrant) (filed on April 15, 2003 as Exhibit 4.8 to
the Companys 2002 Annual Report on Form 10-K and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|9.1         |  | 2003 Stock Incentive Plan (filed on April 15, 2003 as Exhibit 9.1 to the Companys 2002 Annual Report on Form 10-K and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|10.1        |  | Employment Agreement between Ricardo A. Verdaguer and the Company dated as of March 25, 2003 (filed on August 14, 2003 as Exhibit 10.5 to the Companys second quarter 2003
Quarterly Report on Form 10Q and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.2        |  | Employment Agreement between Hector R. Alonso and the Company dated as of March 25, 2003 (filed on August 14, 2003 as Exhibit 10.6 to the Companys second quarter 2003
Quarterly Report on Form 10Q and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.3        |  | Letter Agreement between Marcelo Girotti and the Company dated March 25, 2003 (filed on August 14, 2003 as Exhibit 10.7 to the Companys second quarter 2003 Quarterly Report on
Form 10Q and incorporated herein by reference). In accordance with Instruction 2 to Item 601 of Regulation S-K, the following agreements were not filed as exhibits because they are substantially identical in all material respects to Exhibit
10.4: Letter Agreement between Mariano Torre Gomez and the Company dated March 25, 2003; Letter Agreement between Matias Heinrich and the Company dated March 25, 2003; Letter Agreement between Alexander Rivelis and the Company dated
March 25, 2003.
|            | 
|10.4        |  | Second Amended and Restated Financing Agreement among IMPSAT Argentina, Morgan Stanley Senior Funding, Inc., and Deutsche Bank Trust Company Americas, as Administrative Agent and Collateral
Agent, dated as of July 29, 2005 (filed on November 14, 2005 as Exhibit 10.4 to the Companys third quarter 2005 Quarterly Report on Form 10-Q and incorporated by reference herein).                                                                                                                                                                                                                                                                                                       
|            | 
|10.5        |  | Second Amended and Restated Financing Agreement among IMPSAT Brazil, Morgan Stanley Senior Funding, Inc., and Deutsche Bank Trust Company Americas, as Administrative Agent and Collateral
Agent, dated as of July 29, 2005 (filed on November 14, 2005 as Exhibit 10.4 to the Companys third quarter 2005 Quarterly Report on Form 10-Q and incorporated by reference herein).                                                                                                                                                                                                                                                                                                          
|            | 
|10.6        |  | IMPSAT Fiber Networks, Inc. Management Incentive Plan (filed on December 29, 2005 as Exhibit 10.1 to the Companys Current Report on Form 8-K, and incorporated herein by
reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|10.7        |  | Form of IMPSAT Fiber Networks, Inc. Management Incentive Plan Retention Agreement (filed on December 29, 2005 as Exhibit 10.2 to the Companys Current Report on Form 8-K, and
incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|31.1        |  | Certification by the Companys Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|31.2        |  | Certification by the Companys Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|32.1        |  | Certification by the Companys Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|32.2        |  | Certification by the Companys Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

|* | Incorporated by reference from Impsat Fiber Networks, Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2006.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Buenos Aires in the Republic of Argentina, in the capacity and on the date indicated.



IMPSAT Fiber Networks, Inc.By:

/s/ Héctor AlonsoHéctor AlonsoChief Financial OfficerDate: Nov 14, 2006




28



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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2005 AND SEPTEMBER 30, 2006

(In thousands of U.S. Dollars, except share amounts)

( Unaudited )



|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | ------------------ | - | ------- | -
|                                                                                                                                                                                                                                                                                     |  | December 31, 2005 |         |   | September 30, 2006 |  
|ASSETS                                                                                                                                                                                                                                                                               |  |                   |         |   |                    |   |         |  
|CURRENT ASSETS:                                                                                                                                                                                                                                                                      |  |                   |         |   |                    |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                                                            |  | $                 | 24,070  |   |                    | $ | 18,714  |  
|Trade accounts receivable, net                                                                                                                                                                                                                                                       |  |                   | 35,812  |   |                    |   | 40,258  |  
|Other receivables                                                                                                                                                                                                                                                                    |  |                   | 10,784  |   |                    |   | 11,677  |  
|Prepaid expenses                                                                                                                                                                                                                                                                     |  |                   | 2,824   |   |                    |   | 3,298   |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|Total current assets                                                                                                                                                                                                                                                                 |  |                   | 73,490  |   |                    |   | 73,947  |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|PROPERTY, PLANT AND EQUIPMENT, Net                                                                                                                                                                                                                                                   |  |                   | 309,892 |   |                    |   | 300,060 |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|OTHER NON-CURRENT ASSETS                                                                                                                                                                                                                                                             |  |                   | 16,161  |   |                    |   | 18,945  |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|TOTAL ASSETS                                                                                                                                                                                                                                                                         |  | $                 | 399,543 |   |                    | $ | 392,952 |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                 |  |                   |         |   |                    |   |         |  
|CURRENT LIABILITIES:                                                                                                                                                                                                                                                                 |  |                   |         |   |                    |   |         |  
|Accounts payable- trade                                                                                                                                                                                                                                                              |  | $                 | 46,080  |   |                    | $ | 54,051  |  
|Short- term debt                                                                                                                                                                                                                                                                     |  |                   | 2,168   |   |                    |   | 2,122   |  
|Current portion of long-term debt                                                                                                                                                                                                                                                    |  |                   | 17,604  |   |                    |   | 32,450  |  
|Current portion of deferred revenue                                                                                                                                                                                                                                                  |  |                   |        |   |                    |   | 881     |  
|Interest payable                                                                                                                                                                                                                                                                     |  |                   | 10,453  |   |                    |   | 3,593   |  
|Accrued and other liabilities                                                                                                                                                                                                                                                        |  |                   | 34,867  |   |                    |   | 48,008  |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|Total current liabilities                                                                                                                                                                                                                                                            |  |                   | 111,172 |   |                    |   | 141,105 |  
|LONG-TERM DEBT, Net                                                                                                                                                                                                                                                                  |  |                   | 228,331 |   |                    |   | 206,337 |  
|DEFERRED REVENUE, Net                                                                                                                                                                                                                                                                |  |                   |        |   |                    |   | 7,012   |  
|OTHER LONG-TERM LIABILITIES                                                                                                                                                                                                                                                          |  |                   | 16,295  |   |                    |   | 16,172  |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|Total liabilities                                                                                                                                                                                                                                                                    |  |                   | 355,798 |   |                    |   | 370,626 |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|COMMITMENTS AND CONTINGENCIES (NOTE 12)                                                                                                                                                                                                                                              |  |                   |         |   |                    |   |         |  
|                                                                                                                                                                                                                                                                                     |  |                  
|STOCKHOLDERS EQUITY:                                                                                                                                                                                                                                                                |  |                   |         |   |                    |   |         |  
|Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares outstanding as of December 31, 2005 and September 30,
2006                                                                                                                                                  |  |                   |        |   |                    |   |        |  
|Common stock, $0.01 par value; 50,000,000 shares authorized; 10,120,685 and 10,116,100 shares issued and outstanding as of September 30,
2006 and December 31, 2005, respectively (including 50,000 restricted shares held in the 2003 Stock Incentive Plan as of December 31, 2005) |  |                   | 101     |   |                    |   | 101     |  
|Additional paid in capital                                                                                                                                                                                                                                                           |  |                   | 90,653  |   |                    |   | 90,985  |  
|Accumulated deficit                                                                                                                                                                                                                                                                  |  |                   | (40,990 | ) |                    |   | (64,228 | )
|Deferred stock-based compensation                                                                                                                                                                                                                                                    |  |                   | (440    | ) |                    |   |        |  
|Accumulated other comprehensive loss                                                                                                                                                                                                                                                 |  |                   | (5,579  | ) |                    |   | (4,532  | )
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|Total stockholders equity                                                                                                                                                                                                                                                           |  |                   | 43,745  |   |                    |   | 22,326  |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  
|TOTAL                                                                                                                                                                                                                                                                                |  | $                 | 399,543 |   |                    | $ | 392,952 |  
|                                                                                                                                                                                                                                                                                     |  |                   |         |   |                    |   |         |  

See notes to condensed consolidated financial statements.



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IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2006

(In thousands of U.S. Dollars, except per share amounts)

(Unaudited)



|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|----------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                          |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                          |  | 2005                             |        |   | 2006                            |   |         | 2005 |  |   | 2006    |  
|NET REVENUES:                             |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Broadband and satellite                   |  | $                                | 44,172 |   |                                 | $ | 45,463  |      |  | $ | 128,037 |   |  | $ | 135,920 |  
|Internet                                  |  |                                  | 7,873  |   |                                 |   | 9,132   |      |  |   | 22,200  |   |  |   | 26,339  |  
|Value added services                      |  |                                  | 6,351  |   |                                 |   | 9,337   |      |  |   | 17,147  |   |  |   | 25,545  |  
|Telephony                                 |  |                                  | 6,579  |   |                                 |   | 6,928   |      |  |   | 18,720  |   |  |   | 20,119  |  
|Sales of equipment                        |  |                                  | 433    |   |                                 |   | 218     |      |  |   | 634     |   |  |   | 1,151   |  
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Total net revenues                        |  |                                  | 65,408 |   |                                 |   | 71,078  |      |  |   | 186,738 |   |  |   | 209,074 |  
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|COSTS AND EXPENSES:                       |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Direct costs:                             |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Contracted services                       |  |                                  | 6,601  |   |                                 |   | 6,685   |      |  |   | 17,887  |   |  |   | 18,235  |  
|Other direct costs                        |  |                                  | 7,014  |   |                                 |   | 8,740   |      |  |   | 20,957  |   |  |   | 25,753  |  
|Leased capacity                           |  |                                  | 18,763 |   |                                 |   | 19,204  |      |  |   | 55,948  |   |  |   | 56,778  |  
|Cost of equipment sold                    |  |                                  | 375    |   |                                 |   | 185     |      |  |   | 572     |   |  |   | 576     |  
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Total direct costs                        |  |                                  | 32,753 |   |                                 |   | 34,814  |      |  |   | 95,364  |   |  |   | 101,342 |  
|Salaries and wages                        |  |                                  | 12,100 |   |                                 |   | 16,808  |      |  |   | 37,347  |   |  |   | 44,720  |  
|Selling, general and administrative       |  |                                  | 5,766  |   |                                 |   | 6,301   |      |  |   | 16,903  |   |  |   | 18,068  |  
|Depreciation and amortization             |  |                                  | 13,963 |   |                                 |   | 16,172  |      |  |   | 40,355  |   |  |   | 43,700  |  
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Total costs and expenses                  |  |                                  | 64,582 |   |                                 |   | 74,095  |      |  |   | 189,969 |   |  |   | 207,830 |  
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Operating income (loss)                   |  |                                  | 826    |   |                                 |   | (3,017  | )    |  |   | (3,231  | ) |  |   | 1,244   |  
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|OTHER INCOME (EXPENSE):                   |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Interest income                           |  |                                  | 250    |   |                                 |   | 275     |      |  |   | 852     |   |  |   | 742     |  
|Interest expense                          |  |                                  | (7,372 | ) |                                 |   | (7,388  | )    |  |   | (22,093 | ) |  |   | (23,408 | )
|Net gain (loss) on foreign exchange       |  |                                  | 4,362  |   |                                 |   | (2,630  | )    |  |   | 15,632  |   |  |   | 6,880   |  
|Other expense net                         |  |                                  | (1,386 | ) |                                 |   | (4,511  | )    |  |   | (6,737  | ) |  |   | (6,825  | )
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Total other (expense) income              |  |                                  | (4,146 | ) |                                 |   | (14,254 | )    |  |   | (12,346 | ) |  |   | (22,611 | )
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Loss before income taxes                  |  |                                  | (3,320 | ) |                                 |   | (17,271 | )    |  |   | (15,577 | ) |  |   | (21,367 | )
|Provision for foreign income taxes        |  |                                  | (1,843 | ) |                                 |   | (196    | )    |  |   | (4,777  | ) |  |   | (1,871  | )
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|NET LOSS                                  |  | $                                | (5,163 | ) |                                 | $ | (17,467 | )    |  | $ | (20,354 | ) |  | $ | (23,238 | )
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|NET LOSS PER COMMON SHARE:                |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|BASIC AND DILUTED                         |  | $                                | (0.51  | ) |                                 | $ | (1.73   | )    |  | $ | (2.03   | ) |  | $ | (2.30   | )
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES: |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|BASIC AND DILUTED                         |  |                                  | 10,066 |   |                                 |   | 10,120  |      |  |   | 10,049  |   |  |   | 10,105  |  
|                                          |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  

See notes to condensed consolidated financial statements.



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IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2006

(In thousands of U.S. Dollars)

(Unaudited)



|                                                                           |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                           |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                                                           |  | 2005                             |        |   | 2006                            |   |         | 2005 |  |   | 2006    |  
|NET LOSS                                                                   |  | $                                | (5,163 | ) |                                 | $ | (17,467 | )    |  | $ | (20,354 | ) |  | $ | (23,238 | )
|OTHER COMPREHENSIVE INCOME (LOSS) -Foreign currency translation adjustment |  |                                  | 331    |   |                                 |   | (51     | )    |  |   | 850     |   |  |   | 1,047   |  
|                                                                           |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|COMPREHENSIVE LOSS                                                         |  | $                                | (4,832 | ) |                                 | $ | (17,518 | )    |  | $ | (19,504 | ) |  | $ | (22,191 | )
|                                                                           |  |                                  |        |   |                                 |   |         |      |  |   |         |   |  |   |         |  

See notes to condensed consolidated financial statements.



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##### Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(In thousands of U.S. Dollars, except for share amounts)

(Unaudited)



|                                                        |  |              |  |                          |     |                    |   |        |                                  |   |         |                                    |  |   |       |   |  |   |        |   |  |   |         |  
|------------------------------------------------------- |  | ------------ |  | ------------------------ | --- | ------------------ | - | ------ | -------------------------------- | - | ------- | ---------------------------------- |  | - | ----- | - |  | - | ------ | - |  | - | ------- | -
|                                                        |  | Common Stock |  | AdditionalPaid InCapital |     | AccumulatedDeficit |   |        | DeferredStock- BasedCompensation |   |         | Accumulated OtherComprehensiveLoss |  |   | Total |  
|                                                        |  | Shares       |  | Amount                   |     |                    |   |        |                                 
|BALANCE AT DECEMBER 31, 2005                            |  | 10,116,100   |  | $                        | 101 |                    | $ | 90,653 |                                  | $ | (40,990 | )                                  |  | $ | (440  | ) |  | $ | (5,579 | ) |  | $ | 43,745  |  
|Effects of adoption of new accounting principle         |  |              |  |                          |     |                    |   | 332    |                                  |   |         |                                    |  |   |       |   |  |   |        |   |  |   | 332     |  
|Issuance of common stock upon exercise of stock options |  | 4,585        |  |                          |    |                    |   |        |                                  |   |         |                                    |  |   |       |   |  |   |        |   |  |   |        |  
|Recognition of deferred compensation                    |  |              |  |                          |     |                    |   |        |                                  |   |         |                                    |  |   | 440   |   |  |   |        |   |  |   | 440     |  
|Foreign currency translation adjustment                 |  |              |  |                          |     |                    |   |        |                                  |   |         |                                    |  |   |       |   |  |   | 1,047  |   |  |   | 1,047   |  
|Net loss for the period                                 |  |              |  |                          |     |                    |   |        |                                  |   | (23,238 | )                                  |  |   |       |   |  |   |        |   |  |   | (23,238 | )
|                                                        |  |              |  |                          |     |                    |   |        |                                  |   |         |                                    |  |   |       |   |  |   |        |   |  |   |         |  
|BALANCE AT SEPTEMBER 30, 2006                           |  | 10,120,685   |  | $                        | 101 |                    | $ | 90,985 |                                  | $ | (64,228 | )                                  |  | $ |      |   |  | $ | (4,532 | ) |  | $ | 22,326  |  
|                                                        |  |              |  |                          |     |                    |   |        |                                  |   |         |                                    |  |   |       |   |  |   |        |   |  |   |         |  

See notes to condensed consolidated financial statements.



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##### Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2006

(In thousands of U.S. Dollars)

(Unaudited)



|                                                                                |  |               |         |   |      |   |         |  
|------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---- | - | ------- | -
|                                                                                |  | September, 30 |        
|                                                                                |  | 2005          |         |   | 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           |  |               |         |   |      |   |         |  
|Net loss                                                                        |  | $             | (20,354 | ) |      | $ | (23,238 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |               |         |   |      |   |         |  
|Depreciation and amortization                                                   |  |               | 40,355  |   |      |   | 43,700  |  
|Effects of adoption of new accounting principle                                 |  |               |         |   |      |   | 332     |  
|Stock-based compensation                                                        |  |               | 440     |   |      |   | 440     |  
|Deferred income tax provision                                                   |  |               | 1,516   |   |      |   | 459     |  
|(Reversal of allowance for) provision for doubtful accounts                     |  |               | (364    | ) |      |   | 752     |  
|Paid-in-kind interest on Senior Notes                                           |  |               | 3,369   |   |      |   |         |  
|Net gain on foreign exchange                                                    |  |               | (15,632 | ) |      |   | (6,880  | )
|Net loss on disposals of property, plant and equipment                          |  |               | (99     | ) |      |   | 377     |  
|Changes in assets and liabilities:                                              |  |               |         |   |      |   |         |  
|Increase in trade accounts receivable                                           |  |               | (5,845  | ) |      |   | (4,594  | )
|Increase in prepaid expenses                                                    |  |               | (1,209  | ) |      |   | (457    | )
|Decrease (increase) in other receivables and other non-current assets           |  |               | 6,513   |   |      |   | (1,711  | )
|Increase in accounts payable  trade                                            |  |               | 6,860   |   |      |   | 6,816   |  
|Increase in accrued and other liabilities                                       |  |               | 4,797   |   |      |   | 4,564   |  
|(Decrease) increase in other long-term liabilities                              |  |               | (1,000  | ) |      |   | 6,307   |  
|                                                                                |  |               |         |   |      |   |         |  
|Net cash provided by operating activities                                       |  |               | 19,347  |   |      |   | 26,867  |  
|                                                                                |  |               |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                           |  |               |         |   |      |   |         |  
|Purchases of property, plant and equipment                                      |  |               | (24,790 | ) |      |   | (25,770 | )
|Proceeds from sale of property, plant and equipment                             |  |               | 11      |   |      |   | 181     |  
|                                                                                |  |               |         |   |      |   |         |  
|Net cash used in investing activities                                           |  |               | (24,779 | ) |      |   | (25,589 | )
|                                                                                |  |               |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                           |  |               |         |   |      |   |         |  
|Net repayments of short-term debt                                               |  |               | (1,419  | ) |      |   | (270    | )
|Proceeds from long-term debt                                                    |  |               | 1,990   |   |      |   | 6,544   |  
|Repayments of long-term debt                                                    |  |               | (38,771 | ) |      |   | (12,377 | )
|                                                                                |  |               |         |   |      |   |         |  
|Net cash used in financing activities                                           |  |               | (38,200 | ) |      |   | (6,103  | )
|                                                                                |  |               |         |   |      |   |         |  
|EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS                     |  |               | (230    | ) |      |   | (531    | )
|                                                                                |  |               |         |   |      |   |         |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                       |  |               | (43,861 | ) |      |   | (5,356  | )
|CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                            |  |               | 63,655  |   |      |   | 24,070  |  
|                                                                                |  |               |         |   |      |   |         |  
|CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                  |  | $             | 19,794  |   |      | $ | 18,714  |  
|                                                                                |  |               |         |   |      |   |         |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                             |  |               |         |   |      |   |         |  
|Interest paid                                                                   |  | $             | 12,697  |   |      | $ | 21,672  |  
|                                                                                |  |               |         |   |      |   |         |  
|Foreign income taxes paid                                                       |  | $             | 3,240   |   |      | $ | 2,682   |  
|                                                                                |  |               |         |   |      |   |         |  

See notes to condensed consolidated financial statements.



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IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(TABLES IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AND SHARE AMOUNTS)

(Unaudited)

1. GENERAL

IMPSAT Fiber Networks, Inc., a Delaware holding company (the Holding Company), and its subsidiaries (collectively the Company)
provide integrated broadband, data, Internet, voice and data center services in Latin America. The Company offers integrated telecommunications solutions, with an emphasis on end-to-end broadband data transmission, for national and multinational
companies, financial institutions, governmental agencies and other business customers.

The Company currently provides telecommunications
services to its customers using its local access and long haul fiber optic and satellite networks. The deployed facilities include 15 metropolitan area networks in the largest cities of the region, long haul networks across Argentina, Brazil, Chile
and Colombia, and leased submarine capacity to link South America to the United States. In addition, the Company has 500,000 gross square feet of premises housing advanced hosting capabilities.

The Holding Companys operating subsidiaries are wholly owned (except for a small number of shares issued to other persons to comply with local
corporate law requirements). A listing of the Holding Companys operating subsidiaries is as follows:



|          |  |                               
|--------- |  | ------------------------------
|Argentina |  | Impsat S.A.                   
|Brazil    |  | Impsat Comunicacoes Ltda.     
|Chile     |  | Impsat Chile S.A.             
|Colombia  |  | Impsat S.A.                   
|Ecuador   |  | Impsatel del Ecuador S.A.     
|Peru      |  | Impsat S.A.                   
|USA       |  | Impsat USA, Inc.              
|Venezuela |  | Telecomunicaciones Impsat S.A.

In addition, the Company owns other subsidiaries, which serve intermediary functions to the
Holding Company and its operating subsidiaries.



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On October 25, 2006, the Company entered into the Agreement with Global Crossing Limited
(GCL) and GC Crystal Acquisition Inc. (MergerCo ) which provides for the Companys merger with MergerCo. As a result of the merger, the Company will be a wholly-owned subsidiary of GCL and will cease to be a public
company.

Under the terms of the Agreement, the Companys stockholders will receive, upon completion of the merger, $9.32 in cash, without interest
(the Merger Consideration), for each issued and outstanding share of common stock. Each outstanding option or warrant to purchase the Companys common stock of a per share exercise price lower than the Merger Consideration will be
converted into the right to receive a cash amount equal to the Merger Consideration less the exercise price for such option or warrant, as the case may be, net of any applicable taxes.

Under the terms of the Agreement, prior to completion of the merger, the Company will commence contingent offers to purchase all of its outstanding Series A Notes and Series B Notes at 101% of the outstanding
principal amount thereof, plus accrued interest thereon (if any) to the payment date. Each pre-closing offer to purchase will be contingent upon the occurrence of the closing of the merger. In addition, as required by the Agreement, on
November 2, 2006, the Company commenced a consent solicitation with respect to each of the indentures for the Series A and Series B Notes, which seeks certain amendments to the indentures that only become effective upon consummation of the
merger.

The consummation of the merger is subject to a number of conditions, including, among others, (i) approval of the Agreement by the
Companys stockholders in accordance with the Delaware General Corporation Law and its Restated Certificate of Incorporation, (ii) absence of any injunction or other order issued by a governmental entity of competent jurisdiction
restraining or prohibiting the consummation of the transactions contemplated by the Agreement, (iii) receipt of certain required regulatory approvals and (iv) the absence of any event or circumstance which has had or will reasonably be
expected to have a material adverse effect on the Company. Each partys obligation to close is also subject to the accuracy of representations and warranties of and compliance with covenants by the other party to the Agreement, in each case, as
set forth in the Agreement.

The Agreement contains certain termination rights for both the Company and GCL. The Agreement provides that in
certain circumstances, upon termination, the Company would be required to pay GCL a termination fee of $5,000,000.

In connection with the
Agreement, Morgan Stanley & Co., Incorporated (Morgan Stanley), W.R. Huff Asset Management Co., LLC (WR Huff) as well as several of our officers and a director (in their capacities as either a stockholder and/or
beneficial owner of our common stock and/or a noteholder), entered into support agreements with GCL. Pursuant to the support agreements, the parties agree to support and vote in favor of the Agreement, the merger and the other transactions
contemplated by the Agreement and WR Huff and Morgan Stanley agreed to tender all of their Series A and Series B Notes pursuant to and in accordance with the terms of the offers to purchase (as contemplated in the Merger Agreement). The support
agreements will terminate upon the earlier of the consummation of the merger or the termination of the Agreement. The Agreement and the forms of the support agreements are attached as an exhibit to a Current Report on Form 8-K filed by us with
the SEC on October 30, 2006.

2. LIQUIDITY AND GOING CONCERN CONSIDERATIONS

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The Holding Company successfully emerged from bankruptcy on March 25, 2003 with an approved reorganization plan. Prior to emergence, the Company had incurred substantial net
losses and had both working capital and stockholders deficiencies. After emergence, the Company has generated cash flows from operations of $19.4 million and $26.9 million, respectively, for the nine months ended September 30, 2005 and
2006 and has incurred net losses of $20.4 million and $23.2 million respectively. As of September 30, 2006, the Company has cash and cash equivalents of $18.7 million, which includes approximately $7.0 million in Venezuela (see Note 3) and a
working capital deficiency of approximately $67.2 million.

A significant portion of the Companys debt is held by affiliates of
certain members of the Holding Companys board of directors. Accordingly, a special committee of the Holding Companys board of directors was formed at the end of 2004 to explore recapitalization alternatives. On July 29, 2005, the
Holding Company, IMPSAT Argentina and IMPSAT Brazil entered into amendments to certain of its senior secured indebtedness, pursuant to which a principal payment of $18.3 million was made and the amortization schedule for such indebtedness modified,
along with other terms. In addition, as discussed in Note 7, IMPSAT Argentina continues to be in default on approximately $7.6 million principal amount of vendor financing indebtedness. Based on its current business plan, the Company will not
generate sufficient internally-generated funds to meet its maturing obligations in the future. If the Company cannot generate sufficient cash flows to meet the Companys cash flow and working capital needs, and to achieve its longer term growth
and operational goals, the Company will require additional financing. There is no assurance that such financing will be available on acceptable terms or at all. These factors, among others, may indicate that the Company will be unable to continue as
a going concern for a reasonable period of time.



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The condensed consolidated financial statements do not include any adjustments relating to the
recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Companys continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, and ultimately to obtain profitable operations.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of
Presentation  The financial statements are presented on a condensed consolidated basis and include the accounts of the Holding Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated.

Interim Financial Information  The unaudited condensed consolidated financial statements as of September 30, 2006 and for the three and
nine months then ended have been prepared on the same basis as the Companys audited consolidated financial statements as of and for the year ended December 31, 2005. In the opinion of management, the unaudited condensed consolidated
financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for such periods. The operating results for the three and nine months ended September 30, 2006 are not
necessarily indicative of the operating results to be expected for the remainder of calendar year 2006 or for any future period.

Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles) requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Market Risk The Company currently operates in countries throughout Latin America. The
Companys financial performance may be affected by inflation, exchange rates and currency controls, price controls, interest rates, changes in governmental economic policies, taxation and political, economic or other developments in or
affecting the Latin America countries in which the Company operates. The Company has not entered into derivative transactions to hedge against potential foreign exchange or interest rate risks.

Currency Risks During February 2004 and March 2005, the Venezuelan government fixed the bolivars value to the U.S. dollar at 1,920 and 2,150,
respectively. These exchange controls limit the Companys ability to convert local currency into U.S. dollars and transfer funds out of Venezuela. As of September 30, 2006, approximately $7.0 million of the Companys cash and cash
equivalents were held in Venezuela (of which $6.6 million is in local currency, translated into U.S. dollars at the fixed exchange rate imposed by the Venezuelan government).

Cash and Cash Equivalents  Cash and cash equivalents include time deposits or money market funds with original maturities of three months or less at the time of purchase. Cash equivalents and short-term
investments are stated at cost, which approximates fair value.

Revenue Recognition  Revenues from data, value-added telephony, IT solutions
and Internet services are recognized monthly as the services are provided. Equipment sales are recorded upon delivery to and acceptance by, the customer. In connection with certain of the Companys services, the Company may charge installation
fees. Installation fees are generally less than the direct expenses for installation. Therefore, installation fees are recognized upon (i) the completion of the installation of customer premise equipment and (ii) the invoicing of such fees
to the customer. If the installation charges are greater than the direct expenses, the amounts are deferred and recognized over the estimated life of the customer. For the three and nine months ended September 30, 2006, other than for one
customer of IMPSAT USA as discussed below, all other installation fees amounted to $1.6 million and $4.3 million, compared to $1.6 million and $4.4 million for the same periods in 2005, and related direct installation costs amounted to $3.0 million
and $7.9 million, compared to $2.8 million and $7.3 million, respectively. IMPSAT USA has deferred revenues of $7.9 million as of September 30, 2006 relating to a 2006 transaction with one customer in which the installation fees exceeded the
related direct installation costs.

In addition, the Company has entered into, and may enter into in the future, agreements with carriers
granting indefeasible rights of use (IRUs) and access to portions of the Companys broadband network capacity and infrastructure. Pursuant to some of these agreements, the Company may receive fixed advance payments for the IRUs,
which would be recognized as revenue ratably over the life of the IRU. Likewise, amounts received in advance would be recorded as deferred revenue.



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The Company records its revenues net of deductions for sales taxes. These taxes are assessed by the
governmental taxing authorities in a number of countries in which the Company operates based on a percentage of gross revenues and totaled approximately $3.6 million and $10.0 million, and $4.5 million and $13.1 million for the three and nine months
ended September 30, 2005 and 2006, respectively.

No single customer accounted for greater than 10% of total net revenues for the nine
months ended September 30, 2005 and 2006.

Non-Monetary Transactions  The Company may exchange capacity on its broadband network for
capacity from other carriers through the exchange of IRUs. These transactions are accounted for in accordance with Statement of Financial Accounting Standards (SFAS) No. 153 (SFAS No. 153), Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29which was adopted on January 1, 2006. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair
value of the assets exchanged. The amendment also eliminates the narrow exception for nonmonetary exchanges of similar productive assets and replaces it with a broader exception for exchanges of nonmonetary assets that do not have commercial
substance. The Company did not have any material non-monetary transactions during the three and nine months ended September 30, 2006.

Property,
Plant and Equipment Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives:



|                                                 |  |            
|------------------------------------------------ |  | -----------
|Buildings and improvements                       |  | 10-25 years
|Operating communications equipment               |  | 5-10 years 
|Network infrastructure (including rights of way) |  | 10-20 years
|IRU investments                                  |  | 15 years   
|Furniture, fixtures and other equipment          |  | 2-10 years 

Rights of way agreements represent the fees paid and the net present value of fees to be paid per
signed agreements entered into for obtaining rights of way and other permits for the broadband network. These capitalized agreements are being amortized over the terms of the rights of way, which range from 10 to 20 years. In addition, the Company
has acquired IRUs from other entities for its own purposes. Such IRU investments are capitalized and amortized over their estimated useful lives, not to exceed 15 years. The acquired IRUs have a 25-year term. In those cases where the right of use
has been acquired for a period of time greater than 15 years, management believes that, due to anticipated advances in technology, the Companys IRUs are not likely to be productive assets beyond 15 years.

The operating communications equipment owned by the Company is subject to rapid technological obsolescence; therefore, it is reasonably possible that the
equipments estimated useful lives could change in the near future.

Long-Lived Assets Long-lived assets are reviewed on an ongoing
basis for impairment based on a comparison of carrying values to the related undiscounted future cash flows. If the carrying amounts exceed such cash flows, identifying a possible impairment, the asset carrying amounts are adjusted to fair value as
determined by appraisals by independent consultants or internal discounted cash flow models.

Income Taxes  Deferred income taxes result from
temporary differences in the recognition of income and expenses for tax and financial reporting purposes and are accounted for in accordance with SFAS No. 109, Accounting for Income Taxes,which requires the asset and liability method of
computing deferred income taxes. Under the asset and liability method, deferred taxes are adjusted for tax rate changes as they occur.

Foreign Currency
Translation  The Holding Companys subsidiaries, except for IMPSAT Brazil, use the U.S. dollar as the functional currency. The effects of foreign currency transactions are included as net gain or loss on foreign exchange. IMPSAT
Brazil uses the local currency as the functional currency, therefore the effects of translation are included in accumulated other comprehensive loss within stockholders equity.

Stock-Based Compensation Prior to January 1, 2006, the Company accounted for stock option awards granted under the Companys share-based payment plans in accordance with the recognition and
measurement provision of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (APB 25) and related Interpretations, as permitted by SFAS No. 123, Accounting for Stock-Based
Compensation. Share-based employee compensation expense was not recognized in the Companys condensed consolidated statement of operations prior to January 1, 2006, as all stock option awards granted under the plans had an exercise
price equal to or greater than the market value of the common stock on the date of the grant. Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004), Share-Based Payment, (SFAS 123R)
using the modified-prospective-transition method. Under this transition method,



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compensation expense recognized during the three and nine months ended September 30, 2006 included compensation
expense for all share-based awards granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123. In accordance with the
modified-prospective-transition method, results for prior periods have not been restated. As a result of adopting SFAS 123R, the charge to operations for the nine months ended September 30, 2006 was $332. The impact of adopting SFAS 123R on
both basic and diluted earnings per share for the nine months ended September 30, 2006 was $0.03, per share.

In March 2003, the
Holding Company adopted the 2003 Stock Incentive Plan (the 2003 Plan), which provides for the grant to the Companys officers, key employees, consultants, advisors, directors or affiliates of (i) incentive stock
options within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended, (ii) stock options that are non-qualified for U.S. federal income tax purposes, (iii) restricted stock grants and
(iv) stock appreciation rights (collectively the Awards). The total number of shares of common stock for which Awards may be granted pursuant to the 2003 Plan is 3,087,044, subject to certain adjustments reflecting changes in the
Holding Companys capitalization (provided that no more than 200,000 shares of common stock may be issued pursuant to Awards that are not stock options or stock appreciation rights). The 2003 Plan is administered by the Holding
Companys compensation committee. The compensation committee determines, among other things, which of the Companys officers, employees, consultants, advisors, affiliates and directors will receive Awards under the Plan, the time when
Awards will be granted, and the type of Awards to be granted. Awards granted under the 2003 Plan are on such terms, including the number of shares subject to each Award, the time or times when the Awards will become exercisable, and the price and
duration of the Award, as determined by the compensation committee. The expiration date of the 2003 Plan is March 25, 2013 and no Awards may be granted after said date. The termination of the Plan will not affect any Award outstanding on the
date of termination.

The exercise price of incentive and non-qualified stock options is determined by the compensation committee. In the
case of incentive stock options and other options intended to qualify as performance-based compensation under Section 162(m) of the U.S. Internal Revenue Code (Section 162(m)), the exercise price may not be less than the fair
market value of the common stock on the date of grant. The term of any option may not exceed ten years from the date of grant (or five years in the case of an incentive stock option granted to an employee owning 10% or more of the companys
voting stock).

Payment of the exercise price of a stock option or stock appreciation right must be made by cash or, in the sole discretion
of the compensation committee, tender of shares of the Holding Companys common stock then owned by the option or, subject to certain conditions, the surrender to the Holding Company of an exercisable option to purchase shares of the Holding
Companys common stock under the 2003 Plan. Stock options and stock appreciation rights granted pursuant to the 2003 Plan are generally not transferable, other than by will or the laws of descent and distribution in the event of death.

The Holding Companys compensation committee has the right at any time and from time to time to amend or modify the 2003 Plan,
without the consent of the Holding Companys stockholders (unless otherwise required by law or regulations, including to prevent awards from failing to qualify as performance-based compensation under Section 162(m)) or grantees of Awards.
However, no such action may adversely affect Awards previously granted without the grantees consent.

The following table illustrates
the effect on net earnings and earnings per share for the three and nine months ended September 30, 2005, if the Company had applied the fair market value recognition provisions of SFAS 123, as amended by SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure, to options granted under the Companys share-based payment plans. For purposes of this pro forma disclosure, the value of the stock options is estimated using a Black-Scholes
option-pricing model and amortized to expense over the options vesting periods.



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|                                                                                           |  |                                       |        |   |                                      |   |         |  
|------------------------------------------------------------------------------------------ |  | ------------------------------------- | ------ | - | ------------------------------------ | - | ------- | -
|                                                                                           |  | Three Months Ended September 30, 2005 |        |   | Nine Months Ended September 30, 2005 |  
|Net loss                                                                                   |  |                                       |        |   |                                      |   |         |  
|As reported                                                                                |  | $                                     | (5,163 | ) |                                      | $ | (20,354 | )
|Add: Stock-based compensation expense, as reported                                         |  |                                       |       |   |                                      |   |        |  
|Deduct: Stock-based employee compensation expense determined under fair-value-based method |  |                                       | (174   | ) |                                      |   | (523    | )
|                                                                                           |  |                                       |        |   |                                      |   |         |  
|Pro forma                                                                                  |  | $                                     | (5,337 | ) |                                      | $ | (20,877 | )
|                                                                                           |  |                                       |        |   |                                      |   |         |  
|Net loss per common share:                                                                 |  |                                       |        |   |                                      |   |         |  
|Basic and Diluted:                                                                         |  |                                       |        |   |                                      |   |         |  
|As reported                                                                                |  | $                                     | (0.51  | ) |                                      | $ | (2.03   | )
|                                                                                           |  |                                       |        |   |                                      |   |         |  
|Pro forma                                                                                  |  | $                                     | (0.53  | ) |                                      | $ | (2.08   | )
|                                                                                           |  |                                       |        |   |                                      |   |         |  

The fair value of the options granted in 2003 was estimated using the minimum value method prescribed by SFAS
No. 123, as the Companys new common stock had not traded between the date of emergence and the date of the granting of the options. The assumptions used by the Company were as follows: no dividend yield; no volatility; risk-free interest
rate of 3%; and an expected term of seven years.

A summary of stock option transactions during the nine months period ended
September 30, 2006 is as follow:



|                                          |  |                 |   |  |                                |      
|----------------------------------------- |  | --------------- | - |  | ------------------------------ | -----
|                                          |  | Number ofOption |   |  | Weighted Average ExercisePrice
|Outstanding at December 31, 2005          |  | 2,113,580       |   |  | $                              | 14.01
|Granted                                   |  |                |   |  |                                |     
|Exercised                                 |  | (32,546         | ) |  |                                | 7.05 
|Cancelled                                 |  | (164,350        | ) |  |                                | 15.00
|                                          |  |                 |   |  |                                |      
|Outstanding at September 30, 2006         |  | 1,916,684       |   |  | $                              | 14.04
|                                          |  |                 |   |  |                                |      
|Available for grant at September 30, 2006 |  | 1,052,906       |   |  |                                |      
|                                          |  |                 |   |  |                                |      

The following table summarizes information concerning outstanding stock options at
September 30, 2006:



|                        |  |                                            |  |                                 |  |                             |       |                              |           |                         |   |       |  |   |        
|----------------------- |  | ------------------------------------------ |  | ------------------------------- |  | --------------------------- | ----- | ---------------------------- | --------- | ----------------------- | - | ----- |  | - | -------
|Range of Exercise Price |  | Number ofOptionsOutstanding                |  | Options Outstanding             |  | Options Exercisable        
|                        |  | Weighted Average RemainingContractual Life |  | Weighted Average Exercise Price |  | Number ofOptionsOutstanding |       | WeightedAverageExercisePrice |           | AggregateIntrinsicValue
|$6.17                   |  | 90,000                                     |  | 6                               |  | $                           | 6.17  |                              | 90,000    |                         | $ | 6.17  |  | $ | 227,700
|$7.05                   |  | 32,546                                     |  | 6                               |  |                             | 7.05  |                              | 32,546    |                         |   | 7.05  |  |   | 53,701 
|$12.00                  |  | 262,156                                    |  | 8                               |  |                             | 12.00 |                              | 262,156   |                         |   | 12.00 |  |   |        
|$15.00                  |  | 1,531,982                                  |  | 5                               |  |                             | 15.00 |                              | 1,531,982 |                         |   | 15.00 |  |   |        
|                        |  |                                            |  |                                 |  |                             |       |                              |           |                         |   |       |  |   |        
|                        |  | 1,916,684                                  |  | 6                               |  | $                           | 14.04 |                              | 1,916,684 |                         | $ | 14.04 |  | $ | 281,401
|                        |  |                                            |  |                                 |  |                             |       |                              |           |                         |   |       |  |   |        

There were no options granted during the nine months ended September 30, 2006 and 2005. The
stock options that were exercise during 2006 were net settled in shares in accordance with the provisions of the 2003 Plan.

At
September 30, 2006, there was no unrecognized compensation expense related to unvested share-based awards granted under the Companys share-based payment plans, of which all relates to stock options, as all stock options outstanding have
vested. As of December 31, 2005 there were 411,574 of nonvested stock options with a weighted average grant date fair value of $15. These stock options vested during the nine months ended September 30, 2006.

Fair Value of Financial Instruments  As of December 31, 2005 and September 30, 2006, the Companys financial instruments include cash and
cash equivalents, receivables, payables and short and long-term debt.



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The fair value of cash and cash equivalents, receivables, payables and short-term debt is equal to their
carrying value due to their short term nature. The Companys Series A Notes, the Series B Notes and Senior Secured Notes were valued using available interest rates for the Company.

At December 31, 2005 and September 30, 2006, the fair value of the Companys other financial instruments was as follows:



|                                             |  |            |         |           |       |   |            |   |        
|-------------------------------------------- |  | ---------- | ------- | --------- | ----- | - | ---------- | - | -------
|2005                                         |  | Book Value |         | % of Face |       |   | Fair Value
|Series A 6% Senior Guaranteed Notes due 2011 |  | $          | 67,308  |           | 76.3  | % |            | $ | 51,383 
|Series B 6% Senior Guaranteed Notes due 2011 |  |            | 25,595  |           | 76.3  |   |            |   | 19,539 
|Senior Secured Notes 10% maturing due 2009   |  |            | 5,918   |           | 96.6  |   |            |   | 5,717  
|Senior Secured Notes 12% maturing due 2009   |  |            | 107,300 |           | 100.0 |   |            |   | 107,300
|                                             |  |            |        
|2006                                         |  | Book Value |         | % of Face |       |   | Fair Value
|Series A 6% Senior Guaranteed Notes due 2011 |  | $          | 67,308  |           | 79.6  | % |            | $ | 53,574 
|Series B 6% Senior Guaranteed Notes due 2011 |  |            | 25,595  |           | 79.6  |   |            |   | 20,372 
|Senior Secured Notes 10% maturing due 2009   |  |            | 4,226   |           | 97.4  |   |            |   | 4,115  
|Senior Secured Notes 12% maturing due 2009   |  |            | 102,300 |           | 100.0 |   |            |   | 102,300

Net Loss Per Common Share Basic loss per share is computed based on the average number of common
shares outstanding and diluted loss per share is computed based on the average number of common and potential common shares outstanding using the treasury stock method. The calculation of diluted loss per share was the same as the calculation of
basic loss per share for the three and nine months ended September 30, 2005 and 2006, since the inclusion of potential common stock in the computation would be antidilutive.

Antidilutive securities not included in diluted earnings per common share computation are as follows:



|                           |  |               |                  |      |   |                 
|-------------------------- |  | ------------- | ---------------- | ---- | - | ----------------
|                           |  | September 30,
|                           |  | 2005          |                  | 2006
|Stock Options              |  |               | 2,028            |      |   | 1,917           
|Exercise Price             |  | $             | 6.17 to $ 15.00  |      | $ | 6.17 to $ 15.00 
|                           |  |               |                  |      |   |                 
|Warrants                   |  |               | 3,257            |      |   | 3,257           
|                           |  |               |                  |      |   |                 
|Exercise Price             |  | $             | 15.00            |      | $ | 15.00           
|                           |  |               |                  |      |   |                 
|Series A and B Notes       |  |               | 6,071            |      |   | 6,071           
|                           |  |               |                  |      |   |                 
|Conversion Price           |  | $             | 13.56 to $ 20.78 |      | $ | 13.56 to $ 20.78
|                           |  |               |                  |      |   |                 
|Shares of restricted stock |  |               | 50               |      |   |                
|                           |  |               |                  |      |   |                 

New Accounting PronouncementsIn June 2006, the Financial Accounting Standards Board
issued Interpretation (FIN) 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006; therefore, the Company will be required to adopt FIN 48 in the first quarter of 2007. The
Companys management is currently evaluating FIN 48 and has not yet determined the impact, if any, the adoption of FIN 48 will have on the Companys consolidated financial position or results of operations.

In September 2006, the Financial Accounting Standards Board issued SFAS No. 157,Fair Value Measures (SFAS
No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance
as to whether or not an instrument is carried at fair value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently reviewing the provisions of SFAS No. 157 to determine the impact
for the Company.



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4. TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable, by operating subsidiaries, at December 31, 2005 and September 30, 2006, are summarized as follows:



|                                      |  |                  |         |   |                   |   |        |  
|------------------------------------- |  | ---------------- | ------- | - | ----------------- | - | ------ | -
|                                      |  | December 31,2005 |         |   | September 30,2006 |  
|IMPSAT Argentina                      |  | $                | 17,577  |   |                   | $ | 17,809 |  
|IMPSAT Brazil                         |  |                  | 8,539   |   |                   |   | 10,088 |  
|IMPSAT Colombia                       |  |                  | 4,342   |   |                   |   | 4,794  |  
|IMPSAT Venezuela                      |  |                  | 7,366   |   |                   |   | 6,618  |  
|All other countries                   |  |                  | 8,242   |   |                   |   | 10,798 |  
|                                      |  |                  |         |   |                   |   |        |  
|Total                                 |  |                  | 46,066  |   |                   |   | 50,107 |  
|Less: allowance for doubtful accounts |  |                  | (10,254 | ) |                   |   | (9,849 | )
|                                      |  |                  |         |   |                   |   |        |  
|Trade accounts receivable, net        |  | $                | 35,812  |   |                   | $ | 40,258 |  
|                                      |  |                  |         |   |                   |   |        |  

The Companys subsidiaries provide trade credit to their customers in the normal course of
business. The collection of a substantial portion of the trade receivables is susceptible to changes in the Latin American economies and political climates. Prior to extending credit, the customer financial history is analyzed.

The activity for the allowance for doubtful accounts for the year ended December 31, 2005 and the nine months ended September 30, 2006 are as
follows:



|                                                            |  |                             |        |   |                                      |   |        |  
|----------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------------------ | - | ------ | -
|                                                            |  | Year endedDecember 31, 2005 |        |   | Nine months ended September 30, 2006 |  
|Beginning balance                                           |  | $                           | 12,013 |   |                                      | $ | 10,254 |  
|(Reversal of) provision for allowance for doubtful accounts |  |                             | (1,062 | ) |                                      |   | 752    |  
|Net Write-offs                                              |  |                             | (253   | ) |                                      |   | (1,116 | )
|Effect of exchange rate change                              |  |                             | (444   | ) |                                      |   | (41    | )
|                                                            |  |                             |        |   |                                      |   |        |  
|Ending balance                                              |  | $                           | 10,254 |   |                                      | $ | 9,849  |  
|                                                            |  |                             |        |   |                                      |   |        |  

5. OTHER RECEIVABLES

Other receivables consist primarily of refunds or credits pending from local governments for taxes other than income, advances to suppliers and other miscellaneous amounts due to the Company and its operating
subsidiaries and are as follows at December 31, 2005 and September 30, 2006:



|                    |  |                  |        |                   |   |       
|------------------- |  | ---------------- | ------ | ----------------- | - | ------
|                    |  | December 31,2005 |        | September 30,2006
|IMPSAT Argentina    |  | $                | 419    |                   | $ | 505   
|IMPSAT Brazil       |  |                  | 2,304  |                   |   | 1,977 
|IMPSAT Colombia     |  |                  | 3,103  |                   |   | 2,666 
|IMPSAT Venezuela    |  |                  | 3,076  |                   |   | 3,147 
|All other countries |  |                  | 1,882  |                   |   | 3,382 
|                    |  |                  |        |                   |   |       
|Total               |  | $                | 10,784 |                   | $ | 11,677
|                    |  |                  |        |                   |   |       



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##### Table of Contents

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at December 31, 2005 and September 30, 2006 consist of:



|                                                 |  |                  |          |   |                   |   |          |  
|------------------------------------------------ |  | ---------------- | -------- | - | ----------------- | - | -------- | -
|                                                 |  | December 31,2005 |          |   | September 30,2006 |  
|Land                                             |  | $                | 10,109   |   |                   | $ | 10,109   |  
|Building and improvements                        |  |                  | 38,100   |   |                   |   | 39,069   |  
|Operating communications equipment               |  |                  | 229,032  |   |                   |   | 256,273  |  
|Network infrastructure (including rights of way) |  |                  | 121,378  |   |                   |   | 127,582  |  
|IRU investments                                  |  |                  | 22,118   |   |                   |   | 23,222   |  
|Furniture, fixtures and other equipment          |  |                  | 17,617   |   |                   |   | 18,784   |  
|                                                 |  |                  |          |   |                   |   |          |  
|Total                                            |  |                  | 438,354  |   |                   |   | 475,039  |  
|Less: accumulated depreciation                   |  |                  | (130,795 | ) |                   |   | (177,181 | )
|                                                 |  |                  |          |   |                   |   |          |  
|Total                                            |  |                  | 307,559  |   |                   |   | 297,858  |  
|Equipment in transit                             |  |                  | 1,507    |   |                   |   | 1,099    |  
|Construction in process                          |  |                  | 826      |   |                   |   | 1,103    |  
|                                                 |  |                  |          |   |                   |   |          |  
|Property, plant and equipment, net               |  | $                | 309,892  |   |                   | $ | 300,060  |  
|                                                 |  |                  |          |   |                   |   |          |  

The activity in accumulated depreciation for the year ended December 31, 2005 and the nine months ended
September 30, 2006 are as follows:



|                          |  |                            |         |   |                                      |   |         |  
|------------------------- |  | -------------------------- | ------- | - | ------------------------------------ | - | ------- | -
|                          |  | Year endedDecember 31,2005 |         |   | Nine months ended September 30, 2006 |  
|Beginning balance         |  | $                          | 75,102  |   |                                      | $ | 130,795 |  
|Depreciation expense      |  |                            | 55,324  |   |                                      |   | 43,700  |  
|Exchange rate effects     |  |                            | 2,971   |   |                                      |   | 2,792   |  
|Disposals and retirements |  |                            | (2,602  | ) |                                      |   | (106    | )
|                          |  |                            |         |   |                                      |   |         |  
|Ending balance            |  | $                          | 130,795 |   |                                      | $ | 177,181 |  
|                          |  |                            |         |   |                                      |   |         |  

7. DEBT

Short-Term Debt-IMPSAT Brazil maintains short-term credit facilities denominated in local currency with local banks. The facilities bear interest at 1.50% to 1.77% per month. As of December 31, 2005
and September 30, 2006, the outstanding balance amounted to $2.2 million and $2.1 million, respectively. The credit facilities mature during October 2007.

Long-Term Debt-The Companys long-term debt at December 31, 2005 and September 30, 2006 is detailed as follows:



|                                                                                                                                        |  |                  |         |   |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                        |  | December 31,2005 |         |   | September 30,2006 |  
|Series A 6% Senior Guaranteed Notes due 2011                                                                                            |  | $                | 67,308  |   |                   | $ | 67,308  |  
|Series B 6% Senior Guaranteed Notes due 2011                                                                                            |  |                  | 25,595  |   |                   |   | 25,595  |  
|Senior Secured Notes 12%, maturing 2009                                                                                                 |  |                  | 107,300 |   |                   |   | 102,300 |  
|Senior Secured Notes 10%, maturing 2009                                                                                                 |  |                  | 5,918   |   |                   |   | 4,226   |  
|Senior Notes issued by IMPSAT Colombia due 2008 and 2010 (interest rate 11.98%), collateralized by the assignment of customer
contracts |  |                  | 19,700  |   |                   |   | 18,795  |  
|Term notes maturing through 2007; collateralized by buildings and equipment and the assignment of customer contracts; denominated
in:   |  |                  |         |   |                   |   |         |  
|U.S. dollars (interest rates 4.40% to 11.38%)                                                                                           |  |                  | 2,161   |   |                   |   | 1,559   |  
|Local currency (interest rates 9.99% to 10.41%)                                                                                         |  |                  | 8,035   |   |                   |   | 5,247   |  
|Eximbank notes (interest rate 6.75%), maturing semiannually through 2007                                                                |  |                  | 1,853   |   |                   |   | 5,951   |  
|Vendor financing (interest rates 7.65% to 8.9%)                                                                                         |  |                  | 8,065   |   |                   |   | 7,806   |  
|                                                                                                                                        |  |                  |         |   |                   |   |         |  
|Total long-term debt                                                                                                                    |  |                  | 245,935 |   |                   |   | 238,787 |  
|Less: current portion including defaulted indebtedness                                                                                  |  |                  | (17,604 | ) |                   |   | (32,450 | )
|                                                                                                                                        |  |                  |         |   |                   |   |         |  
|Long-term debt, net                                                                                                                     |  | $                | 228,331 |   |                   | $ | 206,337 |  
|                                                                                                                                        |  |                  |         |   |                   |   |         |  



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##### Table of Contents

The Series A Notes, Series B Notes and Senior Secured Notes and some of the other term notes contain
certain covenants requiring the Holding Company and/or certain of its subsidiaries to maintain certain financial ratios, limiting the incurrence of additional indebtedness and capital expenditures, and restricting the ability to pay dividends. As of
September 30, 2006, the Company was in compliance with all of its debt covenants, except for IMPSAT Brazil, which was not in compliance with certain financial ratios on its approximately $63.4 million of Senior Secured Notes. The Company has
obtained a waiver from the holder of the notes of this covenant for the applicable period and through September 2007.

IMPSAT Argentina
remains in default under indebtedness owed to a creditor who voted against the Plan. Under the Plan, the claims of this creditor were a contingent obligation arising under a guarantee by the Holding Company of certain primary indebtedness of IMPSAT
Argentina. Notwithstanding the Holding Companys emergence from bankruptcy and the extinguishment of Holding Companys guarantee as a result, an event of default has occurred and is continuing with respect to the related primary underlying
indebtedness of IMPSAT Argentina. As a result of this default, which relates to vendor financing totaling approximately $7.6 million in outstanding principal amount as of December 31, 2005 and September 30, 2006, such indebtedness and
accrued interest thereon is due and payable. IMPSAT Argentina had been in discussions with the entity holding the indebtedness with a view to rescheduling or otherwise restructuring the defaulted debt obligation. The Company understands, however,
that this holder recently transferred the defaulted debt obligation to an entity holding the indebtedness with a view to rescheduling or otherwise restructuring the defaulted debt obligation. The Company is not in discussions with the new holder. If
IMPSAT Argentina is unable to reschedule or restructure this indebtedness, IMPSAT Argentina could be forced to seek protection or liquidate under the bankruptcy laws of Argentina. There is no assurance that IMPSAT Argentina will reach a definitive
agreement with this holder to reschedule or restructure such obligations.

The Series A and Series B Notes are convertible into
approximately 4,963,748 and 1,107,147 shares of the Companys common stock at a conversion price of $13.56 and $20.78, respectively, as of September 30, 2006.

8. INCOME TAXES

The composition of the provision for income taxes, all of which is for foreign
taxes, for the three and nine months ended September 30, 2005 and 2006 is as follows:



|         |  |                                  |        |   |                                 |   |      |      |  |   |        |   |  |   |        |  
|-------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ---- | ---- |  | - | ------ | - |  | - | ------ | -
|         |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|         |  | 2005                             |        |   | 2006                            |   |      | 2005 |  |   | 2006   |  
|Current  |  | $                                | (1,162 | ) |                                 | $ | (466 | )    |  | $ | (3,261 | ) |  | $ | (1,412 | )
|Deferred |  |                                  | (681   | ) |                                 |   | 270  |      |  |   | (1,516 | ) |  |   | (459   | )
|         |  |                                  |        |   |                                 |   |      |      |  |   |        |   |  |   |        |  
|Total    |  | $                                | (1,843 | ) |                                 | $ | (196 | )    |  | $ | (4,777 | ) |  | $ | (1,871 | )
|         |  |                                  |        |   |                                 |   |      |      |  |   |        |   |  |   |        |  

The foreign statutory tax rates range from 15% to 35% depending on the particular country.
Deferred taxes result from temporary differences in revenue recognition, depreciation methods and net operating loss carryforwards.

The
Company recorded a valuation allowance to offset its deferred income tax asset as of September 30, 2006 because management cannot conclude that utilization of the tax benefits resulting from operating losses and the other temporary differences
are more likely than not to be realized, as required by SFAS 109.

The Company has reserved for tax, labor and civil
contingencies totaling approximately $7.3 million and $18.1 million as of December 31, 2005 and September 30, 2006, respectively, attributable primarily to its foreign subsidiaries tax return filings. These contingencies are for tax
liabilities and related interest, as well as certain tax positions taken on foreign tax returns for which the statutes remain open.

The
Companys tax filings and reserves for the contingencies described in the preceding paragraphs are subject to audit, and the respective taxing authorities may contest the information on which these tax filings are based and may make additional
assessments beyond that which has already been provided for.

The Company considers earnings relating to its foreign subsidiaries to be
indefinitely reinvested outside of the United States and, accordingly, no U.S. deferred income taxes have been recorded with respect to such earnings. Should the earnings be remitted as dividends, the Company may be subject to additional U.S. taxes,
net of allowable foreign tax credits. The Company has determined that it is not practicable to estimate the amount of any additional taxes which may be payable on the undistributed earnings.



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##### Table of Contents

9. OPERATING SEGMENT INFORMATION

The Companys operating segment information, by subsidiary, is as follows for the three and nine months ended September 30, 2005 and 2006.



|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|------------------------------------- |  | --------- | ------- | ------ | - | ------- | -------- |  | - | --------- | - | ------------------ | - | ------ | ------------ | - | ------- | ----- |  | - | ------- | - |  | - | ------- | -
|Three months ended September 30, 2005 |  | Argentina |         | Brazil |   |         | Colombia |  |   | Venezuela |   | All othercountries |   |        | Eliminations |   |         | Total | 
|Net Revenues                          |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Satellite and Broadband               |  | $         | 8,796   |        | $ | 8,194   |          |  | $ | 13,350    |   |                    | $ | 5,829  |              | $ | 12,591  |       |  | $ | (4,588  | ) |  | $ | 44,172  |  
|Internet                              |  |           | 2,166   |        |   | 1,531   |          |  |   | 1,450     |   |                    |   | 493    |              |   | 3,354   |       |  |   | (1,121  | ) |  |   | 7,873   |  
|Value added services                  |  |           | 3,773   |        |   | 2,302   |          |  |   | 1,279     |   |                    |   | 576    |              |   | 1,056   |       |  |   | (2,635  | ) |  |   | 6,351   |  
|Telephony                             |  |           | 4,797   |        |   | 352     |          |  |   | 46        |   |                    |   |       |              |   | 3,329   |       |  |   | (1,945  | ) |  |   | 6,579   |  
|Sales of equipment                    |  |           | 12      |        |   |         |          |  |   | 53        |   |                    |   | 7      |              |   | 361     |       |  |   |         |   |  |   | 433     |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Total net revenues                    |  | $         | 19,544  |        | $ | 12,379  |          |  | $ | 16,178    |   |                    | $ | 6,905  |              | $ | 20,691  |       |  | $ | (10,289 | ) |  | $ | 65,408  |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Operating income (loss)               |  | $         | 1,298   |        | $ | (901    | )        |  | $ | (589      | ) |                    | $ | 2,071  |              | $ | (1,053  | )     |  |   |         |   |  | $ | 826     |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Total assets                          |  | $         | 124,237 |        | $ | 131,572 |          |  | $ | 70,798    |   |                    | $ | 59,869 |              | $ | 25,834  |       |  |   |         |   |  | $ | 412,310 |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|                                      |  |           |         |        |   |         |         
|Three months ended September 30, 2006 |  | Argentina |         | Brazil |   |         | Colombia |  |   | Venezuela |   | All othercountries |   |        | Eliminations |   |         | Total | 
|Net Revenues                          |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Satellite and Broadband               |  | $         | 7,967   |        | $ | 9,691   |          |  | $ | 12,903    |   |                    | $ | 6,579  |              | $ | 13,173  |       |  | $ | (4,850  | ) |  | $ | 45,463  |  
|Internet                              |  |           | 2,269   |        |   | 1,999   |          |  |   | 1,924     |   |                    |   | 820    |              |   | 3,692   |       |  |   | (1,572  | ) |  |   | 9,132   |  
|Value added services                  |  |           | 3,673   |        |   | 3,818   |          |  |   | 1,781     |   |                    |   | 701    |              |   | 1,779   |       |  |   | (2,415  | ) |  |   | 9,337   |  
|Telephony                             |  |           | 4,874   |        |   | 572     |          |  |   | 22        |   |                    |   |       |              |   | 3,234   |       |  |   | (1,774  | ) |  |   | 6,928   |  
|Sales of equipment                    |  |           | 5       |        |   |        |          |  |   | 157       |   |                    |   | 5      |              |   | 51      |       |  |   |         |   |  |   | 218     |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Total net revenues                    |  | $         | 18,788  |        | $ | 16,080  |          |  | $ | 16,787    |   |                    | $ | 8,105  |              | $ | 21,929  |       |  | $ | (10,611 | ) |  | $ | 71,078  |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Operating income (loss)               |  | $         | 274     |        | $ | (519    | )        |  | $ | 256       |   |                    | $ | 1,681  |              | $ | (4,709  | )     |  |   |         |   |  | $ | (3,017  | )
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Total assets                          |  | $         | 121,109 |        | $ | 133,531 |          |  | $ | 64,761    |   |                    | $ | 51,801 |              | $ | 21,750  |       |  |   |         |   |  | $ | 392,952 |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|                                      |  |           |         |        |   |         |         
|Nine months ended September 30, 2005  |  | Argentina |         | Brazil |   |         | Colombia |  |   | Venezuela |   | All othercountries |   |        | Eliminations |   |         | Total | 
|Net Revenues                          |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Satellite and Broadband               |  | $         | 25,628  |        | $ | 22,374  |          |  | $ | 36,961    |   |                    | $ | 19,677 |              | $ | 36,623  |       |  | $ | (13,226 | ) |  | $ | 128,037 |  
|Internet                              |  |           | 5,944   |        |   | 3,989   |          |  |   | 4,247     |   |                    |   | 1,766  |              |   | 10,208  |       |  |   | (3,954  | ) |  |   | 22,200  |  
|Value added services                  |  |           | 10,935  |        |   | 6,292   |          |  |   | 2,955     |   |                    |   | 1,667  |              |   | 2,904   |       |  |   | (7,606  | ) |  |   | 17,147  |  
|Telephony                             |  |           | 13,768  |        |   | 1,079   |          |  |   | 172       |   |                    |   |       |              |   | 10,335  |       |  |   | (6,634  | ) |  |   | 18,720  |  
|Sales of equipment                    |  |           | 40      |        |   |        |          |  |   | 92        |   |                    |   | 82     |              |   | 420     |       |  |   |        |   |  |   | 634     |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Total net revenues                    |  | $         | 56,315  |        | $ | 33,734  |          |  | $ | 44,427    |   |                    | $ | 23,192 |              | $ | 60,490  |       |  | $ | (31,420 | ) |  | $ | 186,738 |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Operating income (loss)               |  | $         | 1,998   |        | $ | (4,180  | )        |  | $ | (453      | ) |                    | $ | 5,735  |              | $ | (6,331  | )     |  |   |         |   |  | $ | (3,231  | )
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Total assets                          |  | $         | 124,237 |        | $ | 131,572 |          |  | $ | 70,798    |   |                    | $ | 59,869 |              | $ | 25,834  |       |  |   |         |   |  | $ | 412,310 |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|                                      |  |           |         |        |   |         |         
|Nine months ended September 30, 2006  |  | Argentina |         | Brazil |   |         | Colombia |  |   | Venezuela |   | All othercountries |   |        | Eliminations |   |         | Total | 
|Net Revenues                          |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Satellite and Broadband               |  | $         | 24,662  |        | $ | 28,543  |          |  | $ | 38,145    |   |                    | $ | 19,723 |              | $ | 38,767  |       |  | $ | (13,920 | ) |  | $ | 135,920 |  
|Internet                              |  |           | 6,721   |        |   | 5,655   |          |  |   | 5,358     |   |                    |   | 2,351  |              |   | 10,982  |       |  |   | (4,728  | ) |  |   | 26,339  |  
|Value added services                  |  |           | 10,840  |        |   | 11,570  |          |  |   | 5,404     |   |                    |   | 2,050  |              |   | 4,323   |       |  |   | (8,642  | ) |  |   | 25,545  |  
|Telephony                             |  |           | 13,726  |        |   | 1,836   |          |  |   | 56        |   |                    |   |       |              |   | 9,394   |       |  |   | (4,893  | ) |  |   | 20,119  |  
|Sales of equipment                    |  |           | 74      |        |   | 638     |          |  |   | 366       |   |                    |   | 22     |              |   | 51      |       |  |   |        |   |  |   | 1,151   |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Total net revenues                    |  | $         | 56,023  |        | $ | 48,242  |          |  | $ | 49,329    |   |                    | $ | 24,146 |              | $ | 63,517  |       |  | $ | (32,183 | ) |  | $ | 209,074 |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Operating income (loss)               |  | $         | 1,543   |        | $ | 548     |          |  | $ | 3,074     |   |                    | $ | 6,207  |              | $ | (10,128 | )     |  |   |         |   |  | $ | 1,244   |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  
|Total assets                          |  | $         | 121,109 |        | $ | 133,531 |          |  | $ | 64,761    |   |                    | $ | 51,801 |              | $ | 21,750  |       |  |   |         |   |  | $ | 392,952 |  
|                                      |  |           |         |        |   |         |          |  |   |           |   |                    |   |        |              |   |         |       |  |   |         |   |  |   |         |  



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10. STOCKHOLDERS EQUITY

Restricted Stock  During March 2003, the Holding Company granted certain officers 200,000 shares of the Companys new common stock. These shares vest in one-quarter increments on the date of
grant and on each of the successive first three anniversaries of the date of grant (but, in each case, only if the executive is still employed with the Company on such respective date).

In connection with the restricted stock grant above, the Holding Company recorded approximately $1.3 million in stockholders equity as deferred
compensation. The deferred compensation is being amortized to expense over the vesting period. Amortization for the nine months ended September 2005 and 2006 was $440.

Warrants  During 2003, the Holding Company issued 3,257,178 eight-year warrants to acquire the Holding Companys stock at $15.00 per share. As of September 30, 2006, all the warrants
remain outstanding.

11. MANAGEMENT INCENTIVE PLAN

On December 28, 2005, the compensation committee of the Board of Directors of the Holding Company approved the adoption of the IMPSAT Fiber Networks, Inc. Management Incentive Plan (the MIP), and the
granting of awards thereunder to executive officers of the Company pursuant to retention agreements. The MIP was adopted as part of the Companys ongoing, periodic review of its compensation and benefits programs and in recognition of the
importance to the Company and its stockholders of avoiding the loss of key management personnel. The MIP is administered by the compensation committee, which may designate any employee of the Company as a participant. There are presently seven
participants in the plan, all of whom are executive officers of the Company.

The MIP provides that participants may receive a cash
incentive payment (the CIP), the amount of which will be determined on the earlier of December 31, 2008, or the closing date of a change in control transaction of the Holding Company, and which will be paid within 30 days of
December 31, 2008, or, if earlier, on the closing date of a change in control transaction of the Holding Company.

If the amount of
the CIP is determined on December 31, 2008, the compensation committee will have the sole and absolute discretion to determine the amount, if any, of any payment made under the MIP, but the total value of all CIP under the MIP may not exceed
the product of $1,650,000 and the amount by which the per-share price of the Holding Companys common stock exceeds $7.00, based on the average closing prices during the thirty-day period ending on such date.

If the amount of the CIP is determined on the closing date of a change in control transaction, each participant will receive an CIP equal to the
participants allocated percentage of a bonus pool, the value of which will be equal to $1,650,000 multiplied by the amount by which the per-share price of the Holding Companys common stock exceeds $7.00, based on the price per share paid
for the Holding Companys common stock in the transaction. A change in control for purposes of the plan generally consists of either an acquisition of more than 30% of the Holding Companys voting securities (other than by a
holder of 5% or more of the Holding Companys fully-diluted common stock on the effective date of the MIP), which represents a greater percentage than is held in the aggregate by the Holding Companys existing stockholders, or the current
Board members (and their approved successors) ceasing to constitute a majority of the Board or, if applicable, the board of directors of a successor to the Company.

If a participant terminates his or her employment or is terminated by the Company for cause prior to the date the CIP vests, the participant will not be entitled to an incentive payment. If a participants
employment with the Company is terminated prior to the date the CIP vests by reason of death, disability, or a termination without cause by the Company, the incentive payment will be made to the participant or his or her estate on the applicable
payment date.

The MIP will expire on the earlier of the date of payment of the CIP or January 31, 2009, at which time all benefits
under the MIP will have been paid.

As of December 31, 2005, no amounts have been accrued under the MIP. As a result of the transaction disclosed
in Note 1, the Companys management accrued approximately $3.8 million under the MIP as of September 30, 2006.



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12. COMMITMENTS AND CONTINGENCIES

Commitments  The Company leases satellite capacity with average annual rental commitments of approximately $7.6 million through 2009 under non-cancelable agreements. In addition, the Company has
committed to long-term contracts for the purchase of satellite and terrestrial links from third parties for approximately $14.0 million and $14.1 million through 2015 and 2009, respectively. The Company has commitments to purchase communications and
data center equipment amounting to approximately $5.5 million at September 30, 2006.

The Holding Company is a guarantor of the Senior
Secured Notes issued by its subsidiaries and other financing agreements entered by certain of its subsidiaries. At September 30, 2006, the aggregate balance outstanding that has been guaranteed by the Holding Company was approximately $106.5
million (see Note 7).

The Company maintains commercial insurance policies which serve to guarantee certain of the Companys
performance obligations for services under some public and private contract bids which total approximately $51.7 million as of September 30, 2006.

Employment Agreements  The Company entered into employment agreements with two of its senior executives which provide for a three year term (subject to recurrent automatic one year renewals). Under
such agreements, the base salary of these executives amounts to approximately $0.8 million per year. These agreements were to expire on March 25, 2006, but have each been automatically extended for one year pursuant to the terms of the
agreements.

IPO Allocations Class Action  On November 1, 2001, a lawsuit (the IPO Class Action) was
filed in the United States District Court for the Southern District of New York against the Holding Company, certain individuals who were then officers and directors of the Company, and the underwriters to the Holding Companys initial public
offering (IPO). This lawsuit alleges on behalf of a proposed class of all shareholders that the Holding Company and its underwriters violated various provisions of the securities laws in connection with the IPO in February 2000. Pursuant
to the Plan, the plaintiffs in the IPO Class Action received in connection with their claims the assignment of any insurance proceeds that the Holding Company receives in connection with the litigation, but otherwise the claims of the plaintiffs
against the Holding Company or any of its other assets, have been discharged as part of the Chapter 11 proceedings.

Pursuant to a court order in August
2001, the IPO Class Action was consolidated for all pre-trial purposes in In re Initial Public Offering Securities Litigation, 21 MC 92, an intra-district proceeding involving approximately 900 lawsuits relating to the initial public
offerings of approximately 310 companies. In July 2002, the Holding Company and the other defendants filed a motion to dismiss, which was denied as to the Holding Company and one individual officer in February 2003. In April 2003, the Holding
Company was advised that global settlement discussions between the plaintiffs and the Holding Companys insurer (on behalf of the Holding Company and the individual defendants) to resolve plaintiffs claims against all 310 companies had
reached an advanced stage. Among other things, the proposed settlement would result in a broad release of claims against the Holding Company, its officers and directors, and other issuers, and their officers and directors without a direct financial
contribution by the Holding Company. Settlement papers seeking preliminary approval of the settlement and certification of the investor class were submitted to the court in June 2004. In February 2005, the court granted preliminary approval for a
proposal settlement. Final approval of the settlement is pending.

Employee Severance Litigation  On December 26,
2003, a lawsuit was filed in an Argentine court against IMPSAT Argentina by the former chairman of the Companys board of directors, Mr. Enrique Pescarmona. This lawsuit alleged that IMPSAT Argentina failed to pay Mr. Pescarmona
severance compensation in the amount of $2.9 million which the plaintiff believes is required by Argentine labor law in connection with his termination from the Company upon the effectiveness of the Plan. Discovery is currently ongoing. The Company
believes that it has meritorious defenses to the allegations in the complaints and is defending the litigation vigorously.

Other
Litigation  The Company is involved in or subject to various litigation and legal proceedings incidental to the normal conduct of its business, including with respect to regulatory and foreign tax assessment matters. Whenever
justified, the Company expects to vigorously prosecute or defend such claims, although there can be no assurance that the Company will ultimately prevail with respect to any such matters.

On September 12, 2006, the tax authorities of the city of Buenos Aires, Argentina, sent the Company a tax assessment for the third quarterly
installment of 2006 relating to a purported tax for the use of the air space in and around the city in respect of the Companys antennas and supporting structures in the amount of $1.7 million. Included in the notice there was a statement of
additional assessments covering earlier years (2003 through 2005) and the first two quarters of 2006. The total amount for these earlier periods was $29.4 million. The Company had previously received two notices from the city for these types of
taxes, both in 2005, one of which related to the second quarter of fiscal 2005 and the other of which related to the fiscal year 2003, which followed a request from the city in 2003 for information regarding the ownership by the Company of



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antennas in the city for purposes of imposition of the tax. The Company has formally objected to the legality of the tax
and has rejected each of the noticies in an administrative proceeding. The Company learned in July 2005 that the city had rejected the Companys objection to the legality of the tax through a Providencia which also has been rejected
by the Company and is also the subject of the administrative proceeding. The Company believes, based on its analysis of the issue and advice of its legal counsel, that no tax is owed and the Company intends to vigorously defend against any
requirement that it pay the tax.

13. GUARANTOR FINANCIAL INFORMATION

The financial information of IMPSAT Argentina, a guarantor subsidiary of the Holding Companys Series A 6% Senior Guaranteed Notes due 2011 and Series B 6% Senior Guaranteed Notes due 2011, as of
December 31, 2005 and September 30, 2006 and for the three and nine months ended September 30, 2005 and 2006 is shown in a separate column in the accompanying consolidating financial information, as follows:

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2005

(In thousands of U.S. Dollars)



|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|------------------------------------ |  | -------------- | ------- | -------------------------- | - | ------------------------- |  | ------------------------ | ------- |  | ------------ | -------- | - |  | - | -------
|                                     |  | HoldingCompany |         | IMPSATArgentina(Guarantor) |   | Non-GuarantorSubsidiaries |  | IntercompanyEliminations |         |  | Consolidated
|ASSETS                               |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|CURRENT ASSETS:                      |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|Cash and cash equivalents            |  | $              | 1,026   |                            | $ | 3,300                     |  | $                        | 19,744  |  |              |          |   |  | $ | 24,070 
|Trade accounts receivable, net       |  |                |         |                            |   | 12,169                    |  |                          | 23,643  |  |              |          |   |  |   | 35,812 
|Other receivables                    |  |                |         |                            |   | 32,722                    |  |                          | 50,896  |  | $            | (72,834  | ) |  |   | 10,784 
|Prepaid expenses                     |  |                | 203     |                            |   | 526                       |  |                          | 2,333   |  |              | (238     | ) |  |   | 2,824  
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|Total current assets                 |  |                | 1,229   |                            |   | 48,717                    |  |                          | 96,616  |  |              | (73,072  | ) |  |   | 73,490 
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|PROPERTY, PLANT AND EQUIPMENT, Net   |  |                |         |                            |   | 68,242                    |  |                          | 241,650 |  |              |          |   |  |   | 309,892
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|NON-CURRENT ASSETS:                  |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|Investments                          |  |                | 50,108  |                            |   |                           |  |                          |         |  |              | (50,108  | ) |  |   |        
|Other non-current assets             |  |                | 109,883 |                            |   | 6,951                     |  |                          | 9,206   |  |              | (109,879 | ) |  |   | 16,161 
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|Total non-current assets             |  |                | 159,991 |                            |   | 6,951                     |  |                          | 9,206   |  |              | (159,987 | ) |  |   | 16,161 
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|TOTAL                                |  | $              | 161,220 |                            | $ | 123,910                   |  | $                        | 347,472 |  | $            | (233,059 | ) |  | $ | 399,543
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|CURRENT LIABILITIES:                 |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|Accounts payable  trade             |  | $              | 22,913  |                            | $ | 23,995                    |  | $                        | 64,088  |  | $            | (64,916  | ) |  | $ | 46,080 
|Short-term debt                      |  |                |         |                            |   |                           |  |                          | 2,168   |  |              |          |   |  |   | 2,168  
|Current portion of long-term debt    |  |                |         |                            |   | 9,308                     |  |                          | 8,296   |  |              |          |   |  |   | 17,604 
|Interest payable                     |  |                | 1,626   |                            |   | 5,989                     |  |                          | 10,304  |  |              | (7,466   | ) |  |   | 10,453 
|Accrued and other liabilities        |  |                | 33      |                            |   | 9,739                     |  |                          | 34,045  |  |              | (8,950   | ) |  |   | 34,867 
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|Total current liabilities            |  |                | 24,572  |                            |   | 49,031                    |  |                          | 118,901 |  |              | (81,332  | ) |  |   | 111,172
|LONG-TERM DEBT, Net                  |  |                | 92,903  |                            |   | 42,876                    |  |                          | 92,552  |  |              |          |   |  |   | 228,331
|OTHER LONG-TERM LIABILITIES          |  |                |         |                            |   | 18,589                    |  |                          | 99,321  |  |              | (101,615 | ) |  |   | 16,295 
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|Total liabilities                    |  |                | 117,475 |                            |   | 110,496                   |  |                          | 310,774 |  |              | (182,947 | ) |  |   | 355,798
|STOCKHOLDERS EQUITY                 |  |                | 43,745  |                            |   | 13,414                    |  |                          | 36,698  |  |              | (50,112  | ) |  |   | 43,745 
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        
|TOTAL                                |  | $              | 161,220 |                            | $ | 123,910                   |  | $                        | 347,472 |  | $            | (233,059 | ) |  | $ | 399,543
|                                     |  |                |         |                            |   |                           |  |                          |         |  |              |          |   |  |   |        



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CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2006

(In thousands of U.S. Dollars)



|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|------------------------------------ |  | -------------- | ------- | -------------------------- | - | ------------------------- |  | - | ------------------------ | - |  | ------------ | -------- | - |  | - | -------
|                                     |  | HoldingCompany |         | IMPSATArgentina(Guarantor) |   | Non-GuarantorSubsidiaries |  |   | IntercompanyEliminations |   |  | Consolidated
|ASSETS                               |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|CURRENT ASSETS:                      |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|Cash and cash equivalents            |  | $              | 2,949   |                            | $ | 1,205                     |  | $ | 14,560                   |   |  |              |          |   |  | $ | 18,714 
|Trade accounts receivable, net       |  |                |         |                            |   | 12,711                    |  |   | 27,547                   |   |  |              |          |   |  |   | 40,258 
|Other receivables                    |  |                | 8,245   |                            |   | 35,404                    |  |   | 50,268                   |   |  | $            | (82,240  | ) |  |   | 11,677 
|Prepaid expenses                     |  |                | 316     |                            |   | 726                       |  |   | 4,555                    |   |  |              | (2,299   | ) |  |   | 3,298  
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|Total current assets                 |  |                | 11,510  |                            |   | 50,046                    |  |   | 96,930                   |   |  |              | (84,539  | ) |  |   | 73,947 
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|PROPERTY, PLANT AND EQUIPMENT, Net   |  |                |         |                            |   | 63,081                    |  |   | 237,101                  |   |  |              | (122     | ) |  |   | 300,060
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|NON-CURRENT ASSETS:                  |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|Investments                          |  |                | 46,001  |                            |   |                           |  |   | (72                      | ) |  |              | (45,929  | ) |  |   |        
|Other non-current assets             |  |                | 103,166 |                            |   | 7,982                     |  |   | 21,425                   |   |  |              | (113,628 | ) |  |   | 18,945 
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|Total non-current assets             |  |                | 149,167 |                            |   | 7,982                     |  |   | 21,353                   |   |  |              | (159,557 | ) |  |   | 18,945 
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|TOTAL                                |  | $              | 160,677 |                            | $ | 121,109                   |  | $ | 355,384                  |   |  | $            | (244,218 | ) |  | $ | 392,952
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|CURRENT LIABILITIES:                 |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|Accounts payable  trade             |  | $              | 27,631  |                            | $ | 19,586                    |  | $ | 75,027                   |   |  | $            | (68,193  | ) |  | $ | 54,051 
|Short-term debt                      |  |                |         |                            |   |                           |  |   | 2,122                    |   |  |              |          |   |  |   | 2,122  
|Current portion of long-term debt    |  |                |         |                            |   | 9,308                     |  |   | 23,142                   |   |  |              |          |   |  |   | 32,450 
|Current portion of deferred revenue  |  |                |         |                            |   |                           |  |   | 881                      |   |  |              |          |   |  |   | 881    
|Interest payable                     |  |                | 554     |                            |   | 3,113                     |  |   | 7,181                    |   |  |              | (7,255   | ) |  |   | 3,593  
|Accrued and other liabilities        |  |                | 6,801   |                            |   | 15,333                    |  |   | 35,804                   |   |  |              | (9,930   | ) |  |   | 48,008 
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|Total current liabilities            |  |                | 34,986  |                            |   | 47,340                    |  |   | 144,157                  |   |  |              | (85,378  | ) |  |   | 141,105
|LONG-TERM DEBT, Net                  |  |                | 92,903  |                            |   | 41,190                    |  |   | 72,244                   |   |  |              |          |   |  |   | 206,337
|DEFERRED REVENUES, Net               |  |                |         |                            |   |                           |  |   | 7,012                    |   |  |              |          |   |  |   | 7,012  
|OTHER LONG-TERM LIABILITIES          |  |                | 10,462  |                            |   | 25,182                    |  |   | 93,314                   |   |  |              | (112,786 | ) |  |   | 16,172 
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|Total liabilities                    |  |                | 138,351 |                            |   | 113,712                   |  |   | 316,727                  |   |  |              | (198,164 | ) |  |   | 370,626
|STOCKHOLDERS EQUITY                 |  |                | 22,326  |                            |   | 7,397                     |  |   | 38,657                   |   |  |              | (46,054  | ) |  |   | 22,326 
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        
|TOTAL                                |  | $              | 160,677 |                            | $ | 121,109                   |  | $ | 355,384                  |   |  | $            | (244,218 | ) |  | $ | 392,952
|                                     |  |                |         |                            |   |                           |  |   |                          |   |  |              |          |   |  |   |        



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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005

(In thousands of U.S. Dollars)



|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|----------------------------------- |  | -------------- | ------ | - | -------------------------- | - | ------ | ------------------------- |  | - | ------------------------ | - |  | ------------ | ------- | - |  | - | ------ | -
|                                    |  | HoldingCompany |        |   | IMPSATArgentina(Guarantor) |   |        | Non-GuarantorSubsidiaries |  |   | IntercompanyEliminations |   |  | Consolidated |        
|NET REVENUES:                       |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|Broadband and satellite             |  |                |        |   |                            | $ | 8,796  |                           |  | $ | 39,964                   |   |  | $            | (4,588  | ) |  | $ | 44,172 |  
|Internet                            |  |                |        |   |                            |   | 2,166  |                           |  |   | 6,828                    |   |  |              | (1,121  | ) |  |   | 7,873  |  
|Value added services                |  |                |        |   |                            |   | 3,773  |                           |  |   | 5,213                    |   |  |              | (2,635  | ) |  |   | 6,351  |  
|Telephony                           |  |                |        |   |                            |   | 4,797  |                           |  |   | 3,727                    |   |  |              | (1,945  | ) |  |   | 6,579  |  
|Sales of equipment                  |  |                |        |   |                            |   | 12     |                           |  |   | 421                      |   |  |              |         |   |  |   | 433    |  
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|Total net revenues                  |  |                |        |   |                            |   | 19,544 |                           |  |   | 56,153                   |   |  |              | (10,289 | ) |  |   | 65,408 |  
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|COSTS AND EXPENSES:                 |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|Direct costs:                       |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|Contracted services                 |  |                |        |   |                            |   | 2,312  |                           |  |   | 6,449                    |   |  |              | (2,160  | ) |  |   | 6,601  |  
|Other direct costs                  |  |                |        |   |                            |   | 2,331  |                           |  |   | 4,683                    |   |  |              |         |   |  |   | 7,014  |  
|Leased capacity                     |  |                |        |   |                            |   | 5,822  |                           |  |   | 18,534                   |   |  |              | (5,593  | ) |  |   | 18,763 |  
|Cost of equipment sold              |  |                |        |   |                            |   | 19     |                           |  |   | 356                      |   |  |              |         |   |  |   | 375    |  
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|Total direct costs                  |  |                |        |   |                            |   | 10,484 |                           |  |   | 30,022                   |   |  |              | (7,753  | ) |  |   | 32,753 |  
|Salaries and wages                  |  |                |        |   |                            |   | 3,135  |                           |  |   | 8,965                    |   |  |              |         |   |  |   | 12,100 |  
|Selling, general and administrative |  | $              | 2,756  |   |                            |   | 1,595  |                           |  |   | 3,951                    |   |  |              | (2,536  | ) |  |   | 5,766  |  
|Depreciation and amortization       |  |                |        |   |                            |   | 3,032  |                           |  |   | 10,931                   |   |  |              |         |   |  |   | 13,963 |  
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|Total costs and expenses            |  |                | 2,756  |   |                            |   | 18,246 |                           |  |   | 53,869                   |   |  |              | (10,289 | ) |  |   | 64,582 |  
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|Operating (loss) income             |  |                | (2,756 | ) |                            |   | 1,298  |                           |  |   | 2,284                    |   |  |              |         |   |  |   | 826    |  
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|OTHER INCOME (EXPENSES):            |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|Interest income                     |  |                | 1,274  |   |                            |   | 31     |                           |  |   | 194                      |   |  |              | (1,249  | ) |  |   | 250    |  
|Interest expense                    |  |                | (1,415 | ) |                            |   | (2,437 | )                         |  |   | (4,769                   | ) |  |              | 1,249   |   |  |   | (7,372 | )
|Net gain on foreign exchange        |  |                | (5     | ) |                            |   | (69    | )                         |  |   | 4,436                    |   |  |              |         |   |  |   | 4,362  |  
|Equity in income of affiliates      |  |                | (2,204 | ) |                            |   |        |                           |  |   | 408                      |   |  |              | 1,796   |   |  |   |        |  
|Other (loss), net                   |  |                | (57    | ) |                            |   | (32    | )                         |  |   | (1,297                   | ) |  |              |         |   |  |   | (1,386 | )
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|Total other (expenses) income       |  |                | (2,407 | ) |                            |   | (2,507 | )                         |  |   | (1,028                   | ) |  |              | 1,796   |   |  |   | (4,146 | )
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|(LOSS) INCOME BEFORE INCOME TAXES   |  |                | (5,163 | ) |                            |   | (1,209 | )                         |  |   | 1,256                    |   |  |              | 1,796   |   |  |   | (3,320 | )
|PROVISION FOR FOREIGN INCOME TAXES  |  |                |        |   |                            |   |        |                           |  |   | (1,843                   | ) |  |              |         |   |  |   | (1,843 | )
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  
|NET LOSS                            |  | $              | (5,163 | ) |                            | $ | (1,209 | )                         |  | $ | (587                     | ) |  | $            | 1,796   |   |  | $ | (5,163 | )
|                                    |  |                |        |   |                            |   |        |                           |  |   |                          |   |  |              |         |   |  |   |        |  



F-21



---

##### Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006

(In thousands of U.S. Dollars)



|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|----------------------------------- |  | --------------- | ------- | - | ---------------------------- | - | ------ | -------------------------- |  | - | ------------------------- | - |  | ------------ | ------- | - |  | - | ------- | -
|                                    |  | Holding Company |         |   | IMPSAT Argentina (Guarantor) |   |        | Non-Guarantor Subsidiaries |  |   | Intercompany Eliminations |   |  | Consolidated |        
|NET REVENUES:                       |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Broadband and satellite             |  |                 |         |   |                              | $ | 7,967  |                            |  | $ | 42,346                    |   |  | $            | (4,850  | ) |  | $ | 45,463  |  
|Internet                            |  |                 |         |   |                              |   | 2,269  |                            |  |   | 8,435                     |   |  |              | (1,572  | ) |  |   | 9,132   |  
|Value added services                |  |                 |         |   |                              |   | 3,673  |                            |  |   | 8,079                     |   |  |              | (2,415  | ) |  |   | 9,337   |  
|Telephony                           |  |                 |         |   |                              |   | 4,874  |                            |  |   | 3,828                     |   |  |              | (1,774  | ) |  |   | 6,928   |  
|Sales of equipment                  |  |                 |         |   |                              |   | 5      |                            |  |   | 213                       |   |  |              |         |   |  |   | 218     |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Total net revenues                  |  |                 |         |   |                              |   | 18,788 |                            |  |   | 62,901                    |   |  |              | (10,611 | ) |  |   | 71,078  |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|COSTS AND EXPENSES:                 |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Direct costs:                       |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Contracted services                 |  |                 |         |   |                              |   | 2,222  |                            |  |   | 6,951                     |   |  |              | (2,488  | ) |  |   | 6,685   |  
|Other direct costs                  |  |                 |         |   |                              |   | 2,245  |                            |  |   | 6,514                     |   |  |              | (19     | ) |  |   | 8,740   |  
|Leased capacity                     |  |                 |         |   |                              |   | 6,015  |                            |  |   | 18,760                    |   |  |              | (5,571  | ) |  |   | 19,204  |  
|Cost of equipment sold              |  |                 |         |   |                              |   | 10     |                            |  |   | 177                       |   |  |              | (2      | ) |  |   | 185     |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Total direct costs                  |  |                 |         |   |                              |   | 10,492 |                            |  |   | 32,402                    |   |  |              | (8,080  | ) |  |   | 34,814  |  
|Salaries and wages                  |  | $               | 3,828   |   |                              |   | 3,269  |                            |  |   | 9,711                     |   |  |              |        |   |  |   | 16,808  |  
|Selling, general and administrative |  |                 | 2,807   |   |                              |   | 1,717  |                            |  |   | 4,308                     |   |  |              | (2,531  | ) |  |   | 6,301   |  
|Depreciation and amortization       |  |                 |         |   |                              |   | 3,036  |                            |  |   | 13,136                    |   |  |              |        |   |  |   | 16,172  |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Total costs and expenses            |  |                 | 6,635   |   |                              |   | 18,514 |                            |  |   | 59,557                    |   |  |              | (10,611 | ) |  |   | 74,095  |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Operating (loss) income             |  |                 | (6,635  | ) |                              |   | 274    |                            |  |   | 3,344                     |   |  |              |         |   |  |   | (3,017  | )
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|OTHER INCOME (EXPENSES):            |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Interest income                     |  |                 | 1,031   |   |                              |   | 24     |                            |  |   | 444                       |   |  |              | (1,224  | ) |  |   | 275     |  
|Interest expense                    |  |                 | (1,596  | ) |                              |   | (2,579 | )                          |  |   | (4,437                    | ) |  |              | 1,224   |   |  |   | (7,388  | )
|Net (loss) gain on foreign exchange |  |                 |         |   |                              |   | 21     |                            |  |   | (2,651                    | ) |  |              |        |   |  |   | (2,630  | )
|Equity in income of affiliates      |  |                 | (5,780  | ) |                              |   |       |                            |  |   | (6,070                    | ) |  |              | 11,850  |   |  |   |         |  
|Other (expense) income net          |  |                 | (4,487  | ) |                              |   | (35    | )                          |  |   | 132                       |   |  |              | (121    | ) |  |   | (4,511  | )
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Total other (expenses) income       |  |                 | (10,832 | ) |                              |   | (2,569 | )                          |  |   | (12,582                   | ) |  |              | 11,729  |   |  |   | (14,254 | )
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|LOSS BEFORE INCOME TAXES            |  |                 | (17,467 | ) |                              |   | (2,295 | )                          |  |   | (9,238                    | ) |  |              | 11,729  |   |  |   | (17,271 | )
|PROVISION FOR FOREIGN INCOME TAXES  |  |                 |         |   |                              |   |       |                            |  |   | (196                      | ) |  |              |        |   |  |   | (196    | )
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|NET LOSS                            |  | $               | (17,467 | ) |                              | $ | (2,295 | )                          |  | $ | (9,434                    | ) |  | $            | 11,729  |   |  | $ | (17,467 | )
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  



F-22



---

##### Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

(In thousands of U.S. Dollars)



|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|----------------------------------- |  | -------------- | ------- | - | -------------------------- | - | ------ | ------------------------- |  | - | ------------------------ | - |  | --------------------- | ------- | - |  | - | ------- | -
|                                    |  | HoldingCompany |         |   | IMPSATArgentina(Guarantor) |   |        | Non-GuarantorSubsidiaries |  |   | IntercompanyEliminations |   |  | CondensedConsolidated |        
|NET REVENUES:                       |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|Broadband and satellite             |  |                |         |   |                            | $ | 25,628 |                           |  | $ | 115,635                  |   |  | $                     | (13,226 | ) |  | $ | 128,037 |  
|Internet                            |  |                |         |   |                            |   | 5,944  |                           |  |   | 20,210                   |   |  |                       | (3,954  | ) |  |   | 22,200  |  
|Value added services                |  |                |         |   |                            |   | 10,935 |                           |  |   | 13,818                   |   |  |                       | (7,606  | ) |  |   | 17,147  |  
|Telephony                           |  |                |         |   |                            |   | 13,768 |                           |  |   | 11,586                   |   |  |                       | (6,634  | ) |  |   | 18,720  |  
|Sales of equipment                  |  |                |         |   |                            |   | 40     |                           |  |   | 594                      |   |  |                       |         |   |  |   | 634     |  
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|Total net revenues                  |  |                |         |   |                            |   | 56,315 |                           |  |   | 161,843                  |   |  |                       | (31,420 | ) |  |   | 186,738 |  
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|COSTS AND EXPENSES:                 |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|Direct costs:                       |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|Contracted services                 |  |                |         |   |                            |   | 6,735  |                           |  |   | 17,296                   |   |  |                       | (6,144  | ) |  |   | 17,887  |  
|Other direct costs                  |  |                |         |   |                            |   | 6,581  |                           |  |   | 14,376                   |   |  |                       |         |   |  |   | 20,957  |  
|Leased capacity                     |  |                |         |   |                            |   | 18,006 |                           |  |   | 55,876                   |   |  |                       | (17,934 | ) |  |   | 55,948  |  
|Cost of equipment sold              |  |                |         |   |                            |   | 41     |                           |  |   | 538                      |   |  |                       | (7      | ) |  |   | 572     |  
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|Total direct costs                  |  |                |         |   |                            |   | 31,363 |                           |  |   | 88,086                   |   |  |                       | (24,085 | ) |  |   | 95,364  |  
|Salaries and wages                  |  | $              | 440     |   |                            |   | 9,445  |                           |  |   | 27,462                   |   |  |                       |         |   |  |   | 37,347  |  
|Selling, general and administrative |  |                | 8,507   |   |                            |   | 4,860  |                           |  |   | 10,871                   |   |  |                       | (7,335  | ) |  |   | 16,903  |  
|Depreciation and amortization       |  |                |         |   |                            |   | 8,649  |                           |  |   | 31,706                   |   |  |                       |         |   |  |   | 40,355  |  
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|Total costs and expenses            |  |                | 8,947   |   |                            |   | 54,317 |                           |  |   | 158,125                  |   |  |                       | (31,420 | ) |  |   | 189,969 |  
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|Operating (loss) income             |  |                | (8,947  | ) |                            |   | 1,998  |                           |  |   | 3,718                    |   |  |                       |         |   |  |   | (3,231  | )
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|OTHER INCOME (EXPENSE):             |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|Interest income                     |  |                | 4,222   |   |                            |   | 63     |                           |  |   | 533                      |   |  |                       | (3,966  | ) |  |   | 852     |  
|Interest expense                    |  |                | (4,208  | ) |                            |   | (6,390 | )                         |  |   | (15,461                  | ) |  |                       | 3,966   |   |  |   | (22,093 | )
|Net gain (loss) on foreign exchange |  |                | 7       |   |                            |   | (207   | )                         |  |   | 15,832                   |   |  |                       |         |   |  |   | 15,632  |  
|Equity in income of affiliates      |  |                | (7,593  | ) |                            |   |        |                           |  |   | 1,586                    |   |  |                       | 6,007   |   |  |   |         |  
|Other income (loss), net            |  |                | (3,835  | ) |                            |   | (197   | )                         |  |   | (2,705                   | ) |  |                       |         |   |  |   | (6,737  | )
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|Total other (expense) income        |  |                | (11,407 | ) |                            |   | (6,731 | )                         |  |   | (215                     | ) |  |                       | 6,007   |   |  |   | (12,346 | )
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|(LOSS) INCOME BEFORE INCOME TAXES   |  |                | (20,354 | ) |                            |   | (4,733 | )                         |  |   | 3,503                    |   |  |                       | 6,007   |   |  |   | (15,577 | )
|PROVISION FOR FOREIGN INCOME TAXES  |  |                |         |   |                            |   |        |                           |  |   | (4,777                   | ) |  |                       |         |   |  |   | (4,777  | )
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  
|NET LOSS                            |  | $              | (20,354 | ) |                            | $ | (4,733 | )                         |  | $ | (1,274                   | ) |  | $                     | 6,007   |   |  | $ | (20,354 | )
|                                    |  |                |         |   |                            |   |        |                           |  |   |                          |   |  |                       |         |   |  |   |         |  



F-23



---

##### Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(In thousands of U.S. Dollars)



|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|----------------------------------- |  | --------------- | ------- | - | ---------------------------- | - | ------ | -------------------------- |  | - | ------------------------- | - |  | ------------ | ------- | - |  | - | ------- | -
|                                    |  | Holding Company |         |   | IMPSAT Argentina (Guarantor) |   |        | Non-Guarantor Subsidiaries |  |   | Intercompany Eliminations |   |  | Consolidated |        
|NET REVENUES:                       |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Broadband and satellite             |  |                 |         |   |                              | $ | 24,662 |                            |  | $ | 125,178                   |   |  | $            | (13,920 | ) |  | $ | 135,920 |  
|Internet                            |  |                 |         |   |                              |   | 6,721  |                            |  |   | 24,346                    |   |  |              | (4,728  | ) |  |   | 26,339  |  
|Value added services                |  |                 |         |   |                              |   | 10,840 |                            |  |   | 23,347                    |   |  |              | (8,642  | ) |  |   | 25,545  |  
|Telephony                           |  |                 |         |   |                              |   | 13,726 |                            |  |   | 11,286                    |   |  |              | (4,893  | ) |  |   | 20,119  |  
|Sales of equipment                  |  |                 |         |   |                              |   | 74     |                            |  |   | 1,077                     |   |  |              |        |   |  |   | 1,151   |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Total net revenues                  |  |                 |         |   |                              |   | 56,023 |                            |  |   | 185,234                   |   |  |              | (32,183 | ) |  |   | 209,074 |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|COSTS AND EXPENSES:                 |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Direct costs:                       |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Contracted services                 |  |                 |         |   |                              |   | 6,593  |                            |  |   | 19,166                    |   |  |              | (7,524  | ) |  |   | 18,235  |  
|Other direct costs                  |  |                 |         |   |                              |   | 6,854  |                            |  |   | 19,654                    |   |  |              | (755    | ) |  |   | 25,753  |  
|Leased capacity                     |  |                 |         |   |                              |   | 17,190 |                            |  |   | 55,896                    |   |  |              | (16,308 | ) |  |   | 56,778  |  
|Cost of equipment sold              |  |                 |         |   |                              |   | 89     |                            |  |   | 489                       |   |  |              | (2      | ) |  |   | 576     |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Total direct costs                  |  |                 |         |   |                              |   | 30,726 |                            |  |   | 95,205                    |   |  |              | (24,589 | ) |  |   | 101,342 |  
|Salaries and wages                  |  | $               | 4,600   |   |                              |   | 9,897  |                            |  |   | 30,223                    |   |  |              |        |   |  |   | 44,720  |  
|Selling, general and administrative |  |                 | 8,826   |   |                              |   | 5,024  |                            |  |   | 11,812                    |   |  |              | (7,594  | ) |  |   | 18,068  |  
|Depreciation and amortization       |  |                 |        |   |                              |   | 8,833  |                            |  |   | 34,867                    |   |  |              |        |   |  |   | 43,700  |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Total costs and expenses            |  |                 | 13,426  |   |                              |   | 54,480 |                            |  |   | 172,107                   |   |  |              | (32,183 | ) |  |   | 207,830 |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Operating (loss) income             |  |                 | (13,426 | ) |                              |   | 1,543  |                            |  |   | 13,127                    |   |  |              |         |   |  |   | 1,244   |  
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|OTHER INCOME (EXPENSES):            |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Interest income                     |  |                 | 3,555   |   |                              |   | 93     |                            |  |   | 1,236                     |   |  |              | (4,142  | ) |  |   | 742     |  
|Interest expense                    |  |                 | (4,972  | ) |                              |   | (7,571 | )                          |  |   | (15,007                   | ) |  |              | 4,142   |   |  |   | (23,408 | )
|Net (loss) gain on foreign exchange |  |                 |        |   |                              |   | (63    | )                          |  |   | 6,943                     |   |  |              |        |   |  |   | 6,880   |  
|Equity in income of affiliates      |  |                 | (2,300  | ) |                              |   |       |                            |  |   | (4,592                    | ) |  |              | 6,892   |   |  |   |        |  
|Other (expense) income net          |  |                 | (6,095  | ) |                              |   | (18    | )                          |  |   | (590                      | ) |  |              | (122    | ) |  |   | (6,825  | )
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|Total other (expenses) income       |  |                 | (9,812  | ) |                              |   | (7,559 | )                          |  |   | (12,010                   | ) |  |              | 6,770   |   |  |   | (22,611 | )
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|(LOSS) INCOME BEFORE INCOME TAXES   |  |                 | (23,238 | ) |                              |   | (6,016 | )                          |  |   | 1,117                     |   |  |              | 6,770   |   |  |   | (21,367 | )
|PROVISION FOR FOREIGN INCOME TAXES  |  |                 |        |   |                              |   |       |                            |  |   | (1,871                    | ) |  |              |        |   |  |   | (1,871  | )
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  
|NET LOSS                            |  | $               | (23,238 | ) |                              | $ | (6,016 | )                          |  | $ | (754                      | ) |  | $            | 6,770   |   |  | $ | (23,238 | )
|                                    |  |                 |         |   |                              |   |        |                            |  |   |                           |   |  |              |         |   |  |   |         |  



F-24



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##### Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

(In thousands of U.S. Dollars)



|                                                            |  |                |         |   |                            |   |         |                           |  |   |                          |   |  |              |         |   |  |   |         |  
|----------------------------------------------------------- |  | -------------- | ------- | - | -------------------------- | - | ------- | ------------------------- |  | - | ------------------------ | - |  | ------------ | ------- | - |  | - | ------- | -
|                                                            |  | HoldingCompany |         |   | IMPSATArgentina(Guarantor) |   |         | Non-GuarantorSubsidiaries |  |   | IntercompanyEliminations |   |  | Consolidated |        
|Cash flows provided by (used in) operating activities       |  | $              | (19,268 | ) |                            | $ | 14,102  |                           |  | $ | 62,349                   |   |  | $            | (38,432 | ) |  | $ | 18,751  |  
|Cash flows provided by (used in) investing activities       |  |                |         |   |                            |   | (5,682  | )                         |  |   | (56,932                  | ) |  |              | 38,432  |   |  |   | (24,182 | )
|Cash flows provided by (used in) financing activities       |  |                | (21,049 | ) |                            |   | (11,236 | )                         |  |   | (5,915                   | ) |  |              |         |   |  |   | (38,200 | )
|Effect of exchange rate change on cash and cash equivalents |  |                | 850     |   |                            |   |         |                           |  |   | (1,080                   | ) |  |              |         |   |  |   | (230    | )
|                                                            |  |                |         |   |                            |   |         |                           |  |   |                          |   |  |              |         |   |  |   |         |  
|Net decrease in cash and cash equivalents                   |  |                | (39,467 | ) |                            |   | (2,816  | )                         |  |   | (1,578                   | ) |  |              |         |   |  |   | (43,861 | )
|Cash and cash equivalents at beginning of the period        |  |                | 39,775  |   |                            |   | 3,835   |                           |  |   | 20,045                   |   |  |              |         |   |  |   | 63,655  |  
|                                                            |  |                |         |   |                            |   |         |                           |  |   |                          |   |  |              |         |   |  |   |         |  
|Cash and cash equivalents at end of the period              |  | $              | 308     |   |                            | $ | 1,019   |                           |  | $ | 18,467                   |   |  | $            |        |   |  | $ | 19,794  |  
|                                                            |  |                |         |   |                            |   |         |                           |  |   |                          |   |  |              |         |   |  |   |         |  



F-25



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##### Table of Contents

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006



|                                                            |  |                 |        |   |                              |   |        |                            |  |   |                           |   |  |              |        |   |  |   |         |  
|----------------------------------------------------------- |  | --------------- | ------ | - | ---------------------------- | - | ------ | -------------------------- |  | - | ------------------------- | - |  | ------------ | ------ | - |  | - | ------- | -
|                                                            |  | Holding Company |        |   | IMPSAT Argentina (Guarantor) |   |        | Non-Guarantor Subsidiaries |  |   | Intercompany Eliminations |   |  | Consolidated |       
|Cash flows provided by (used in) operating activities       |  | $               | (8,275 | ) |                              | $ | (3,448 | )                          |  | $ | 47,559                    |   |  | $            | (8,969 | ) |  | $ | 26,867  |  
|Cash flows provided by (used in) investing activities       |  |                 |        |   |                              |   | (3,656 | )                          |  |   | (21,811                   | ) |  |              | (122   | ) |  |   | (25,589 | )
|Cash flows provided by (used in) financing activities       |  |                 | 9,151  |   |                              |   | 5,009  |                            |  |   | (29,354                   | ) |  |              | 9,091  |   |  |   | (6,103  | )
|Effect of exchange rate change on cash and cash equivalents |  |                 | 1,047  |   |                              |   |        |                            |  |   | (1,578                    | ) |  |              |        |   |  |   | (531    | )
|                                                            |  |                 |        |   |                              |   |        |                            |  |   |                           |   |  |              |        |   |  |   |         |  
|Net increase (decrease) in cash and cash equivalents        |  |                 | 1,923  |   |                              |   | (2,095 | )                          |  |   | (5,184                    | ) |  |              |        |   |  |   | (5,356  | )
|Cash and cash equivalents at beginning of the period        |  |                 | 1,026  |   |                              |   | 3,300  |                            |  |   | 19,744                    |   |  |              |        |   |  |   | 24,070  |  
|                                                            |  |                 |        |   |                              |   |        |                            |  |   |                           |   |  |              |        |   |  |   |         |  
|Cash and cash equivalents at end of the period              |  | $               | 2,949  |   |                              | $ | 1,205  |                            |  | $ | 14,560                    |   |  | $            |       |   |  | $ | 18,714  |  
|                                                            |  |                 |        |   |                              |   |        |                            |  |   |                           |   |  |              |        |   |  |   |         |  



F-26