<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2000


                                                      REGISTRATION NO. 333-40200
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                         PRE-EFFECTIVE AMENDMENT NO. 2
                                       TO

                                    FORM S-1
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
                         ------------------------------
                                  PROPEL, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                   <C>                                   <C>
              DELAWARE                                4812                               36-4291950
  (State or other jurisdiction of         (Primary Standard Industrial                 (IRS Employer
   incorporation or organization)         Classification Code Number)              Identification Number)
</TABLE>

                           425 NORTH MARTINGALE ROAD
                                   18TH FLOOR
                           SCHAUMBURG, ILLINOIS 60173
                                 (847) 435-3700
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                         ------------------------------

                               J. MICHAEL NORRIS
                                  PROPEL, INC.
                           425 NORTH MARTINGALE ROAD
                                   18TH FLOOR
                           SCHAUMBURG, ILLINOIS 60173
                                 (847) 435-3700
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                         ------------------------------

                                   COPIES TO:

<TABLE>
<S>                          <C>                          <C>                          <C>
     THOMAS P. HOLDEN            MICHELLE M. WARNER             GERALD T. NOWAK            ANDREW R. SCHLEIDER
       PROPEL, INC.                MOTOROLA, INC.              KIRKLAND & ELLIS            SHEARMAN & STERLING
 425 NORTH MARTINGALE ROAD    1303 EAST ALGONQUIN ROAD      200 EAST RANDOLPH DRIVE       599 LEXINGTON AVENUE
        18TH FLOOR           SCHAUMBURG, ILLINOIS 60196     CHICAGO, ILLINOIS 60601     NEW YORK, NEW YORK 10022
SCHAUMBURG, ILLINOIS 60173         (847) 576-5000               (312) 861-2000               (212) 848-4000
      (847) 435-3700
</TABLE>

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

          Approximate date of commencement of proposed sale to public:
  As soon as practicable after this registration statement becomes effective.

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.  / /

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering.  / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.  / /
                         ------------------------------


                        CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
                                                                 PROPOSED
                                                                 MAXIMUM               PROPOSED
      TITLE OF EACH CLASS OF             AMOUNT TO BE       OFFERING PRICE PER    MAXIMUM AGGREGATE         AMOUNT OF
    SECURITIES TO BE REGISTERED         REGISTERED(1)            UNIT(2)         OFFERING PRICE(1)(2)    REGISTRATION FEE
<S>                                  <C>                   <C>                   <C>                   <C>
Common Stock, $0.01 par value......       27,025,000              $19.00             $513,475,000          $135,557(3)
</TABLE>



(1) Includes shares of common stock that the underwriters have the option to
    purchase to cover over-allotments, if any.



(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(a) under the Securities Act of 1933. A portion of the
    shares to be registered represents shares that are to be offered outside the
    United States but that may be resold from time to time in the United States.
    Such shares are not being registered for the purpose of sales outside the
    United States.



(3) $132,000 of such fee was paid in connection with the original filing of the
    Registration Statement on June 27, 2000.

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

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 2000

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS


                                 23,500,000 SHARES


                                     [LOGO]

                                  COMMON STOCK
                                  -----------


    Propel, Inc. is offering 23,500,000 shares of its common stock. This
prospectus relates to an offering of    shares in the United States. In
addition,       shares are being offered outside the United States in an
international offering. Propel has granted the underwriters an option to
purchase an additional 3,525,000 shares of common stock to cover
over-allotments.



    This is our initial public offering and no public market exists for our
shares. We estimate that the initial public offering price will be between
$17.00 and $19.00 per share. We have applied for quotation of the common stock
on the Nasdaq National Market under the symbol "PRPL."



    INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 11.


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

<TABLE>
<CAPTION>
                                                              PER SHARE    TOTAL
                                                              ---------    -----
<S>                                                           <C>         <C>
Initial public offering price...............................  $           $

Underwriting discount.......................................  $           $

Proceeds, before expenses, to Propel........................  $           $
</TABLE>


    The underwriters expect to deliver the shares of common stock to purchasers
in New York, New York on       , 2000.

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


    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


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


GOLDMAN, SACHS & CO.                                  MORGAN STANLEY DEAN WITTER

                                  -----------


CHASE H&Q



          CREDIT SUISSE FIRST BOSTON



                     MERRILL LYNCH & CO.



                               SALOMON SMITH BARNEY



                                          ABN AMRO ROTHSCHILD LLC
                                 --------------


                         Prospectus dated       , 2000
<PAGE>
                      [MAP OF PROPEL OPERATING COMPANIES]
<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                  PAGE
                                  ----
<S>                             <C>
Prospectus Summary............      3
Risk Factors..................     11
Forward-Looking Statements....     35
Our Separation from
  Motorola....................     36
Use of Proceeds...............     40
Dividend Policy...............     40
Capitalization................     41
Selected Financial and Other
  Operating Data..............     42
Unaudited Pro Forma Condensed
  Combined Financial
  Statements..................     45
Management's Discussion and
  Analysis of Financial
  Condition and Results of
  Operations..................     53
Industry Overview.............     93
Business......................     98
Management....................    150
</TABLE>



<TABLE>
<CAPTION>
                                  PAGE
                                  ----
<S>                             <C>
Our Relationship with
  Motorola....................    167
Our Relationships with Our
  Operating Companies.........    181
Regulation....................    198
Principal Stockholder.........    214
Description of Capital
  Stock.......................    214
Shares Eligible for Future
  Sale........................    222
Material U.S. Federal Tax
  Consequences to Non-U.S.
  Holders.....................    224
Underwriting..................    229
Legal Matters.................    232
Experts.......................    232
Where You Can Find More
  Information.................    234
Index to Financial
  Statements..................    F-1
</TABLE>


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

                     DEALER PROSPECTUS DELIVERY OBLIGATION

    UNTIL              , 2000, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

                                       2
<PAGE>

                               PROSPECTUS SUMMARY



    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
WE URGE YOU TO READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK
FACTORS" SECTION AND THE FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS
INCLUDED ELSEWHERE IN THIS PROSPECTUS.



                                     PROPEL



    We develop, operate and own interests in wireless communications businesses
in targeted markets throughout the world. Over the past 15 years, our culturally
diverse and multilingual team has grown our wireless communications business by
adding subscribers in existing markets and extending our geographic footprint
into new markets in our targeted regions. Our operating companies are
concentrated in Latin America, the Middle East and Asia, providing us with a
strong regional presence in which to use our strategic relationships and
operational experience to position us for future expansion.



    Our operating companies currently offer wireless services in Mexico, Israel,
Hong Kong, Egypt, Argentina, Lithuania, Jordan, Chile, the Dominican Republic,
Pakistan, Uruguay and Azerbaijan. In addition to our four consolidated northern
Mexico operating companies, we have ownership interests in each of our other
operating companies, ranging from 18% to 50%. We believe that many of our
operating companies hold leading positions in their licensed territories based
on their number of subscribers.



    Our operating companies are located primarily in markets where we believe
rapid economic development is creating significant demand for communications
services and the availability of wireline telephone services is often inadequate
to meet this demand. We established an early presence in each of these markets
by teaming with local partners and, in many instances, international
telecommunications companies, including Hutchison Whampoa, NTT DoCoMo, France
Telecom, Telia, Sonera, Bezeq, Telecom Italia Mobile and BellSouth.



    We take an active role in the management of our operating companies and have
representatives on the board of directors of each of them. We also facilitate
the sharing of experience and knowledge across our operating companies through
assigned operations managers. In addition, we use our engineering, marketing,
human resources and finance expertise to assist our operating companies'
management teams to improve current operations, develop growth initiatives,
adopt new technologies and create market innovations in order to enhance their
financial performance. For example, we helped implement one of the first
commercial CDMA wireless systems in the world, and many of our operating
companies are currently introducing wireless data services to their customers.



    At December 31, 1999, our operating companies operated under wireless
licenses that covered over 330 million people and provided cellular services to
approximately


                                       3
<PAGE>

6.7 million subscribers, an increase of 2.6 million subscribers, or 62.2%, from
December 31, 1998 to December 31, 1999. At June 30, 2000, our operating
companies provided cellular services to approximately 8.2 million subscribers,
an increase of 1.5 million subscribers, or 23%, from December 31, 1999 to
June 30, 2000. Based on our ownership percentages in our operating companies, we
had approximately 3.0 million proportionate subscribers at June 30, 2000. Our
proportionate share of the aggregate revenues of our operating companies was
$714.8 million for the six months ended June 30, 2000. Our consolidated net loss
for the six months ended June 30, 2000 was approximately $12.3 million.



    Except for our ownership data, which are as of September 15, 2000, the
following table sets forth pertinent information for each of our operating
companies as of and for the year ended December 31, 1999.



<TABLE>
<CAPTION>
                                                  OPERATING                        ESTIMATED        TOTAL        SYSTEM
                                                   COMPANY            PROPEL       LICENSED       CELLULAR      START-UP
                                                    NAME            OWNERSHIP     POPULATION     SUBSCRIBERS      DATE
                                                    ----            ---------     ----------     -----------      ----
                                                                       (%)                (THOUSANDS)
<S>                                          <C>                   <C>            <C>           <C>             <C>
LATIN AMERICA
NORTHERN MEXICO............................     Baja Celular          100.0           2,850           252         1990
                                                   Movitel             90.0           4,741           299         1990
                                                   Norcel             100.0           5,423           168         1990
                                                   Cedetel            100.0           8,162           362         1990
ARGENTINA..................................   Movicom Argentina        25.0          36,580         1,171         1989
CHILE......................................          ETP               25.0          15,010           656         1991
DOMINICAN REPUBLIC.........................        Tricom              26.5           8,250           176         1992
URUGUAY....................................    Movicom Uruguay         32.0           1,529           116         1991
SOUTHERN MEXICO............................       Portatel             21.7           8,994            88         1990
EUROPE/MIDDLE EAST
ISRAEL.....................................       Pelephone            50.0           6,122         1,110         1986
EGYPT......................................        MobiNil             18.0          64,520           507         1995
LITHUANIA..................................        Omnitel             35.0           3,700           198         1995
JORDAN.....................................       Fastlink             26.1           4,843            94         1995
AZERBAIJAN.................................        Bakcell             25.0           7,620            14         1994
ASIA
HONG KONG..................................  Hutchison Telephone       25.1           6,840         1,353         1985
PAKISTAN...................................       Mobilink             30.0         145,750            94         1994
                                                                                    -------         -----
  TOTAL....................................                                         330,934         6,658
                                                                                    =======         =====
</TABLE>



    In addition to our operating companies that we actively manage, we have a
1.9% equity investment in Korea Telecom Freetel, a wireless operator whose stock
trades on the South Korean KOSDAQ market. We also operate a handset distribution
business in Israel called Wireless Distribution Services, or WDS. In addition,
we own an approximately 16.8% fully diluted interest in Zephyr
Telecommunications, Inc., an international Internet protocol based
telecommunications, broadband Internet access and Web hosting provider.


                                       4
<PAGE>

BUSINESS STRATEGY



    Our goal is to be a leading provider of wireless communications services in
each of our operating regions. Key elements of our strategy are to:



    - maximize the performance of our operating companies by capitalizing on our
      technical and managerial knowledge;



    - assist our operating companies in complementing their current wireless
      offerings with additional services to create new revenue opportunities;



    - capitalize on wireless data opportunities by helping our operating
      companies provide wireless data services offerings, including mobile
      Internet access, e-mail and e-commerce applications; and



    - expand and strengthen our geographic footprint by selectively pursuing new
      licenses and business combinations in our targeted regions, particularly
      in Latin America, the Middle East and China.



OUR RELATIONSHIP WITH MOTOROLA



    We are currently a wholly owned subsidiary of Motorola, Inc. After the
completion of this offering, without giving effect to the issuance of restricted
stock and options to our employees and directors to purchase our common stock
and the exercise of the underwriters' over-allotment options, Motorola will own
approximately 84.5% of the outstanding shares of our common stock. At the time
of this offering, two of our four directors will be Motorola officers. Shortly
after the completion of this offering, we expect to add five independent
directors to our board.



    Motorola has informed us that it currently expects to divest its entire
interest in our company, which we refer to as a divestiture. Motorola may
complete a divestiture by distributing all of its shares of our common stock to
its stockholders, which we refer to as a distribution. Motorola has informed us
that it currently expects to complete a distribution during the twelve months
following this offering, but Motorola is not obligated to complete a
distribution or other form of divestiture. For more information about our
separation from Motorola, see "Our Separation from Motorola" on page 36.



    Our ownership of our operating companies, our rights under the shareholders
agreements relating to our ownership or the licenses under which these companies
operate may be negatively affected by a divestiture by Motorola of our common
stock. In most cases, but not all, we have received waivers or consents
regarding these issues in connection with a distribution, but these waivers or
consents may not cover a divestiture other than a distribution. For more
information regarding these issues, see "Our Relationships with Our Operating
Companies" on page 181 and "Regulation" on page 198.



    Prior to the completion of this offering, we will enter into agreements with
Motorola that provide for the separation of our business operations and the
provision


                                       5
<PAGE>

of transitional services from Motorola. Some of these agreements may have the
effect of limiting the conduct of our business and our ability to pursue our
business objectives for a specified period of time. For more information about
these agreements, see "Our Relationship with Motorola" on page 167.



    We believe that this offering and our separation from Motorola will enhance
our ability to pursue our business strategy free of conflicting business
objectives of Motorola, allow us to better incentivize our management team,
improve our capital financing flexibility and simplify our internal structure.


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


    Our principal executive offices are located at 425 North Martingale Road,
18th Floor, Schaumburg, Illinois 60173 and our telephone number is (847)
435-3700.



    You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of common stock.


                                       6
<PAGE>

                                  THE OFFERING



<TABLE>
<S>                                                    <C>          <C>
Shares offered by Propel:

  U.S. offering......................................               shares

  International offering.............................               shares
                                                        ----------

    Total............................................   23,500,000  shares

  Over-allotment option..............................    3,525,000  shares

Shares to be outstanding after
  this offering......................................  151,500,000  shares

Shares to be held by Motorola after
  this offering......................................  128,000,000  shares

Use of proceeds......................................  We intend to use the net proceeds of the
                                                       offering to fund ongoing operations, for
                                                       acquisitions to expand our portfolio of
                                                       assets, to invest in the expansion of
                                                       our existing operating companies, to
                                                       repay approximately $     million of
                                                       indebtedness, including indebtedness to
                                                       Motorola, and for general corporate
                                                       purposes. For more information on the
                                                       use of the proceeds from this offering,
                                                       see "Use of Proceeds" on page 40.
</TABLE>



    The number of shares of our common stock to be outstanding after the
offering does not take into account up to 15,500,000 additional shares of our
common stock that are reserved for issuance under our stock incentive plan,
including an estimated 5,805,556 shares of our common stock that will be
issuable upon exercise by our employees of stock options granted in connection
with the offering and an estimated 900,811 shares of restricted stock that will
be granted to our employees in connection with this offering. The actual number
of options and shares of restricted stock will be determined at the time of the
offering. For a description of these stock options and shares of restricted
stock, see "Management--Incentive Plan" on page 161.



    All the information in this prospectus assumes that the underwriters have
not exercised their over-allotment options.


                                       7
<PAGE>
      SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OTHER OPERATING DATA


    The following table presents our summary historical and pro forma condensed
combined financial and other operating data. The historical statement of
operations and cash flow data for 1997, 1998 and 1999 are derived from our
audited consolidated financial statements included elsewhere in this prospectus,
which were audited by KPMG LLP, whose report indicated a reliance on other
auditors with respect to financial statements of some of our affiliates that are
accounted for in our consolidated financial statements using the equity method
of accounting, as indicated in their report. The statement of operations and
cash flow data for the six months ended June 30, 1999 and 2000 and the balance
sheet data as of June 30, 2000 are derived from our unaudited consolidated
financial statements. In the opinion of management, such unaudited financial
statements reflect all adjustments, consisting of normal recurring adjustments,
necessary to present fairly the financial data for such periods and as of such
dates. Results for any interim period are not necessarily indicative of the
results to be expected for the entire year.



    In July 2000, we acquired the remaining interest we did not already own in
Baja Celular, one of our operating companies in northern Mexico, which also
increased our ownership interest in Baja Celular's subsidiary, Movitel, to 90%.
We prepared the summary pro forma financial data presented below to illustrate
the estimated effects of this acquisition and related transactions. The pro
forma statement of operations data for the year ended December 31, 1999 and for
the six months ended June 30, 2000 give effect to this acquisition and related
transactions as if those transactions had occurred on January 1, 1999. The pro
forma balance sheet data is presented as if those transactions had occurred on
June 30, 2000. The pro forma data do not purport to represent what our results
of operations or financial condition would actually have been if such
transactions had in fact occurred on such dates or to project our results of
operations or financial condition for any future period.



    The pro forma, as adjusted balance sheet data give effect to the
transactions described above, the sale of 23,500,000 shares of our common stock
in this offering at an assumed initial public offering price of $18.00
per share, the midpoint of the range set forth on the cover of this prospectus,
the grant of an estimated 900,811 shares of restricted stock to Propel employees
and the anticipated use of proceeds from this offering.



    The data in the following table primarily reflect the results of operations
and financial position of Propel and its consolidated subsidiaries. The results
of operations and financial condition of our nonconsolidated operating companies
are reflected in our statement of operations data under "Share of earnings
(losses) of affiliates" and in our balance sheet data under "Investments in and
advances to affiliates." At June 30, 2000 Norcel, Cedetel and our wholly owned
Israeli subsidiary that includes the WDS business were our only consolidated
entities.



    Our operating companies in Mexico, Chile and Israel have presented their
financial statements reflecting the impact of price level changes as allowed
under


                                       8
<PAGE>

applicable SEC rules. We have eliminated the effects of inflationary accounting
when including the results of operations of these companies in the line item
"Share of earnings (losses) of affiliates" of our consolidated financial
statements and in the proportionate data of our operating companies.



    The table includes our proportionate share in the results of operations of
all our operating companies, including our wholly owned subsidiaries. Our
proportionate share of subscribers is the aggregate total calculated by
multiplying the subscriber information of each of our operating companies by our
economic ownership interest in that operating company at the end of the
reporting period. Our proportionate share of our operating companies' revenues
or adjusted EBITDA is the aggregate total calculated by multiplying U.S. dollar
and U.S. GAAP-reconciled revenue or adjusted EBITDA information and, in the
cases of Mexico, Chile and Israel, eliminating the effects of inflationary
accounting, from that operating company, as the case may be, by our weighted
average economic ownership interest in that operating company during the
reporting period. Proportionate data is not contemplated under general
accounting principles.



    Adjusted EBITDA is defined as net earnings (loss) before interest, taxes,
depreciation and amortization, and other nonoperating income (expense) net.
Adjusted EBITDA is an indicator used by management to measure our performance
and ability to generate cash flow. Adjusted EBITDA does not represent cash flows
for the period and is not an alternative to operating or net income as an
indicator of operating performance or liquidity. You should not consider it
alone or as a substitute for measures of performance prepared in accordance with
generally accepted accounting principles. Our computation of adjusted EBITDA may
not be comparable to the computation of similarly titled measures reported by
other companies.



    Net earnings (loss) per share was calculated by dividing the net earnings
(loss) for each period by the weighted average number of shares of our common
stock to be outstanding at the time of the offering, excluding shares of
restricted stock and options to purchase our common stock that will be granted
at the time of the offering. Pro forma net earnings (loss) per share have been
calculated in accordance with SEC rules for initial public offerings. Such rules
require that the weighted average share calculation give retroactive effect to
the number of shares whose proceeds will be used to pay any dividend or repay
any debt owed to Motorola.



    For supplemental information about the performance of our operating
companies on a proportionate basis, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Supplemental Information
Regarding Proportionate Results of Operations" on page 66. You should read the
information set forth below in conjunction with "Unaudited Pro Forma Condensed
Combined Financial Statements" on page 45, "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on page 53 and the financial
statements and related notes included elsewhere in this prospectus.


                                       9
<PAGE>


<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,                SIX MONTHS ENDED JUNE 30,
                                                -------------------------------------------   --------------------------------
                                                          HISTORICAL                              HISTORICAL
                                                ------------------------------   PRO FORMA    -------------------   PRO FORMA
                                                  1997       1998       1999        1999        1999       2000        2000
                                                  ----       ----       ----        ----        ----       ----        ----
                                                                (IN MILLIONS; EXCEPT SUBSCRIBERS IN THOUSANDS)
<S>                                             <C>        <C>        <C>        <C>          <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Revenues......................................  $ 160.9    $  226.3   $  379.2    $  566.4    $  207.2   $  170.4    $  277.1
Costs of services and products................    120.1       167.8      293.3       393.2       166.0      120.9       163.1
Selling, general, and administrative
  expenses....................................     52.6        54.9       79.8       118.1        37.6       44.0        67.5
Depreciation and amortization.................     28.2        33.0       37.6        88.6        18.4       21.9        49.5
                                                -------    --------   --------    --------    --------   --------    --------
Operating income (loss).......................    (39.9)      (29.4)     (31.5)      (33.6)      (14.9)     (16.3)       (3.0)
Share of earnings (losses) of affiliates......     44.2        54.0       26.0        18.0        11.6        6.9        --
Interest expense..............................      6.6        12.9        9.8        33.5         4.9        6.7        17.9
Other (income) expense........................    (50.2)      (25.4)     (46.6)      (48.6)       (5.8)       4.2        12.0
                                                -------    --------   --------    --------    --------   --------    --------
Earnings (loss) before income taxes...........     47.8        37.1       31.3        (0.5)       (2.3)     (20.4)      (32.9)
Income tax expense (benefit)..................      7.7        (0.3)      16.5         9.4         4.5       (8.1)      (10.3)
                                                -------    --------   --------    --------    --------   --------    --------
Net earnings (loss)...........................  $  40.2    $   37.4   $   14.8    $  (10.0)   $   (6.8)  $  (12.3)   $  (22.6)
                                                =======    ========   ========    ========    ========   ========    ========

Net earnings (loss) per share.................  $ .31      $  .29     $  .12      $ (.08  )   $ (.05)    $ (.10)     $ (.18  )
Weighted average shares outstanding...........    128.0       128.0      128.0       128.0       128.0      128.0       128.0

Pro forma earnings (loss) per share...........                        $                       $          $
Pro forma weighted average shares
  outstanding.................................

CASH FLOW DATA:
Cash provided by (used in):
  Operating activities........................  $  (7.3)   $  (18.6)  $  (11.8)      N/A      $   (1.6)  $    8.6       N/A
  Investing activities........................   (161.1)      (90.9)     (33.5)      N/A         (30.4)     (29.3)      N/A
  Financing activities........................    175.5       106.8       42.5       N/A          18.1       26.4       N/A

OTHER DATA:
Adjusted EBITDA...............................  $ (11.8)   $    3.6   $    6.1    $   55      $    3.6   $    5.6    $
Proportionate subscribers.....................  1,050       1,573      2,497       2,786       1,964      2,996
Proportionate revenues........................  $ 878.7    $1,057.7   $1,237.3    $1,326.5    $  568.4   $  714.8    $
Proportionate adjusted EBITDA.................    255.1       305.9      212.8       225.2       100.1      158.2
Proportionate net debt (at period end)........    276.9       392.3      882.4     1,381.1       878.3      960.4
</TABLE>



<TABLE>
<CAPTION>
                                                                       AT JUNE 30, 2000
                                                              -----------------------------------
                                                                                      PRO FORMA,
                                                               ACTUAL    PRO FORMA    AS ADJUSTED
                                                               ------    ---------    -----------
<S>                                                           <C>        <C>          <C>
BALANCE SHEET DATA:
Cash and cash equivalents...................................  $   23.8    $   47.0
Investments in and advances to affiliates...................     635.7       588.2
Total assets................................................   1,370.4     1,926.3
Notes payable and long-term debt, including related parties
  and current maturities....................................     172.7       536.3
Stockholder's equity........................................     909.9       909.9
</TABLE>


                                       10
<PAGE>
                                  RISK FACTORS


    YOU SHOULD CAREFULLY CONSIDER EACH OF THE FOLLOWING RISKS AND UNCERTAINTIES
AND ALL OF THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE DECIDING TO
INVEST IN SHARES OF OUR COMMON STOCK.


                RISKS RELATING TO OUR RELATIONSHIP WITH MOTOROLA


WE MAY BE UNABLE TO PURSUE OUR BUSINESS STRATEGY AND CONTINUE TO GROW OUR
BUSINESS IF MOTOROLA DOES NOT COMPLETE ITS DIVESTITURE OF OUR COMPANY



    If Motorola fails to complete a divestiture of its entire interest in our
company within the time it has contemplated, or at all, our business may suffer
significantly. Specifically, we may not realize, among other things, the
operating flexibility and removal of competing Motorola business objectives we
expect to achieve in connection with a divestiture, all of which we expect to
play an integral role in pursuing our business strategy. Although Motorola has
advised us that it currently expects to complete a distribution within the
twelve months following this offering, it is not obligated to do so. Moreover, a
distribution of our common stock to Motorola stockholders is contingent upon
Motorola's receiving a favorable tax ruling as well as general market
conditions, neither of which we can control.



    In addition, we must repay some of the indebtedness owed to Motorola and its
affiliates in order for Motorola to complete a distribution. As of August 31,
2000, this indebtedness totaled approximately $532.7 million. We may not have
the funds in place to repay such indebtedness within the time frame contemplated
to complete a distribution, or at all. This means that we may not obtain the
expected benefits or guarantee the timing of any such benefits, if realized,
from a distribution or other form of divestiture. For more information about
Motorola's plan to divest its interest in Propel, see "Our Separation from
Motorola" on page 36.


    Until a divestiture occurs, the risks discussed below relating to Motorola's
control of our company, the potential conflicts of interest between our company
and Motorola and the potential conflicts of interest of the two members of our
board of directors who are also officers of Motorola will continue to be
relevant to our stockholders.


WE ARE, AND MAY CONTINUE TO BE, CONTROLLED BY MOTOROLA AND OUR OTHER
STOCKHOLDERS WILL BE UNABLE TO AFFECT CORPORATE ACTIONS, INCLUDING THE
DETERMINATION OF OUR BUSINESS STRATEGIES AND POLICIES



    After the completion of this offering, Motorola will own about 84.5% of our
outstanding shares of common stock, or about 82.6% if the underwriters exercise
their over-allotment options in full. As long as Motorola owns a majority of our
outstanding common stock, it will be able to determine the outcome of all
corporate actions requiring stockholder approval. As a result, Motorola could
amend our organizational documents and elect our entire board of directors and
remove any


                                       11
<PAGE>

director, with or without cause. Therefore, Motorola could be in a position to
control matters affecting us that require board approval, including decisions
related to:



    - our business strategy and policies;


    - mergers or other business combinations involving our company;

    - our acquisition or disposition of assets;

    - future issuances of common stock or other securities by us;

    - our incurrence of debt; and

    - the payment of dividends on our common stock.


    In addition, as long as Motorola holds a significant interest in our common
stock, it may be able to exercise a significant amount of influence over many
matters, even when it ceases to own a majority of our common stock.


    Motorola will continue to have a significant ownership interest in our
company after this offering, and conflicts of interest may arise between us and
Motorola in a number of areas relating to our past and ongoing relationships,
including:

    - the nature, availability and pricing of products and services provided by
      Motorola to us and our operating companies;

    - the nature of our relationships with our operating companies and their
      other shareholders;

    - the nature of our competition with Motorola and its customers;

    - the allocation of future business opportunities between us and Motorola;

    - tax and employee benefit matters and other matters arising from our
      separation from Motorola; and

    - sales or distributions by Motorola of all or any portion of its ownership
      interest in our company.


    Despite our contractual arrangements with Motorola, we may not be able to
resolve any potential conflicts with Motorola, and, if resolved, we may not
receive a more favorable resolution than if we were dealing with an unaffiliated
third party. For more information regarding our relationship with Motorola, see
"Our Relationship with Motorola" on page 167.



WE MAY BE EXPOSED TO SIGNIFICANT TAX LIABILITY IN CONNECTION WITH OUR SEPARATION
FROM MOTOROLA, WHICH COULD SIGNIFICANTLY IMPACT OUR RESULTS OF OPERATIONS



    If Motorola completes a distribution of its shares of our common stock to
Motorola stockholders which is held to be taxable for U.S. income tax purposes
or if Motorola's separation of Israeli assets related to our business from
assets unrelated to our business is held to be taxable for U.S. or Israeli
income tax purposes, we and Motorola could be subject to a material amount of
taxes, which could significantly


                                       12
<PAGE>

impact our results of operations. We will be liable to Motorola for any
corporate level taxes incurred by Motorola if those taxes are attributable in
whole or in part to actions we take or fail to take in violation of our
agreements with Motorola. For a description of Motorola's and our obligations in
connection with a distribution of its shares of our common stock to Motorola
stockholders or in connection with the separation of Israeli assets, see "Our
Relationship with Motorola--IPO and Distribution Agreement" on page 168.



WE ARE SUBJECT TO CONTRACTUAL LIMITATIONS BY MOTOROLA THAT COULD AFFECT THE
CONDUCT OF OUR BUSINESS AND LIMIT OUR ABILITY TO INCREASE OUR REVENUES BY
PURSUING OUR BUSINESS OBJECTIVES AND TAKING ADVANTAGE OF BUSINESS OPPORTUNITIES



    In connection with our separation from Motorola, we have entered into
agreements with Motorola that contain a number of restrictive covenants that,
individually or in the aggregate, could materially limit the way in which we
will conduct our business and our ability to pursue our business objectives.
Consequently, we may be unable to meet our business and growth objectives, and
our future financial results could be lower than if we were not subject to such
covenants. Covenants in our various agreements with Motorola will, among other
things, limit our ability to complete business combinations, incur debt or issue
capital stock. Except in connection with the separation of Israeli assets
related to our business, these covenants will not expire until the earlier of
two years after Motorola completes the last distribution of its shares of our
common stock to its stockholders or the date Motorola elects not to proceed with
a distribution. For more information about these agreements, see "Our
Relationship with Motorola--IPO and Distribution Agreement" on page 168.



OUR OPERATING COMPANIES COULD LOSE CURRENT AND POTENTIAL SUBSCRIBERS TO
AFFILIATES OF MOTOROLA IN MARKETS WHERE THOSE AFFILIATES OFFER COMPETING
WIRELESS COMMUNICATIONS SERVICES, WHICH COULD RESULT IN LOWER REVENUES AND
OPERATING RESULTS FOR OUR OPERATING COMPANIES



    Motorola will retain its interests in wireless operating companies which we
previously managed in Japan, Brazil and Honduras. In addition, Motorola
currently has direct investments in mobile two-way radio operators in Israel, as
well as Australia, China, Colombia, Costa Rica, the Czech Republic, Ecuador,
Germany, India, Japan, Poland and Turkey. These investments were made and are
managed by business units within Motorola other than Propel, as they are not
cellular operations. However, mobile two-way radio operators that offer their
customers the ability to make and receive telephone calls may compete against
our operating companies, as is the case with Motorola's mobile radio business in
Israel. Motorola also owns approximately 15% of Nextel Communications, Inc.
Nextel Communications, through its subsidiary, Nextel International, Inc., has
investments in many countries around the


                                       13
<PAGE>

world, including Argentina and Mexico, and has mobile radio operations through
which its customers can make and receive telephone calls.



    Motorola's ownership of interests in companies that directly or indirectly
compete with our operating companies may result in conflicts of interest.
Furthermore, there is no contractual or legal prohibition preventing Motorola or
any of its affiliates from competing with us in bidding for new licenses or
entering markets in which we compete or intend to compete. In the event current
and potential subscribers choose wireless communications services from other
wireless operators in which Motorola has investments, our competing operating
companies' revenues and results of operations could be significantly lower.



AFTER THIS OFFERING OR A DIVESTITURE, OUR ACCESS TO MOTOROLA'S RESOURCES WILL BE
REDUCED AND WE WILL LOSE A CURRENT COMPETITIVE ADVANTAGE THAT WE MAINTAIN OVER
OUR COMPETITORS



    We have in the past obtained access to significant technical, financial and
other resources from Motorola. For example, our capital needs have been
satisfied by Motorola's corporate-wide cash management policies. We believe this
access has provided us with a competitive advantage. Except as otherwise
provided in the agreements governing our separation from Motorola, we will not
have access to these resources after this offering or a divestiture of our
common stock by Motorola. In addition, we believe that our affiliation with
Motorola has, in many cases, provided us with a competitive advantage in
identifying, qualifying for and participating in international
telecommunications opportunities and attracting partners. Our ability to
identify, qualify for and participate in future opportunities for our existing,
and any new, operating companies may be significantly impaired by our separation
from Motorola. For more information regarding our separation and relationship
with Motorola, see "Our Separation from Motorola" on page 36 and "Our
Relationship with Motorola" on page 167.



THE HISTORICAL FINANCIAL INFORMATION INCLUDED IN THIS PROSPECTUS RELATES TO
PERIODS DURING WHICH WE WERE WHOLLY OWNED BY MOTOROLA. THIS INFORMATION MAY NOT
ASSIST YOU IN MAKING AN INVESTMENT DECISION BECAUSE THE ASSUMPTIONS AND
ALLOCATIONS MADE MAY NOT REFLECT WHAT OUR FUTURE FINANCIAL RESULTS WILL BE AS AN
INDEPENDENT PUBLIC COMPANY


    The historical financial information we have included in this prospectus may
not reflect what our results of operations, financial position and cash flows
would have been had we been a separate, stand-alone entity during the periods
presented or what our results of operations, financial position and cash flows
will be in the future. Therefore:

    - we have made assumptions and allocations because Motorola did not account
      for us, and we were not operated as, a single stand-alone business for any
      of the periods presented; and

    - the information does not reflect many significant changes that will occur
      in our funding and operations as a result of our separation from Motorola.

                                       14
<PAGE>

    The assumptions and allocations we have made in preparing our historical
financial statements may not be accurate or appropriately reflect our operations
during the applicable period as if we had in fact operated as a stand-alone
company. As a result, our historical results of operations may not be indicative
of our future operating or financial performance. For additional information,
see "Selected Financial and Other Operating Data" on page 42 and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
page 53.



THE TRANSITIONAL AND OTHER SERVICES BEING PROVIDED TO US BY MOTOROLA MAY NOT BE
SUFFICIENT TO MEET OUR NEEDS, WHICH MAY REQUIRE US TO INCUR ADDITIONAL COSTS


    We currently have, and after the offering and any divestiture by Motorola of
our common stock will continue to have, a variety of contractual relationships
with Motorola and its affiliates, including agreements under which Motorola will
provide various transitional services to us. These services include:

    - treasury, accounting and payroll services;

    - information systems services; and

    - human resources services.


    Although Motorola is contractually obligated to provide us with these
transitional services for a limited period of time, these services may not be
sufficient for our needs. Because Motorola is only required to provide these
services for a limited period of time, we will be required to find a third-party
source for these services or begin to provide them for ourselves. Because these
agreements with Motorola were negotiated in the context of a parent-subsidiary
relationship, the prices charged to us under these agreements may be lower than
the prices that may be charged by unaffiliated third parties for similar
services. After these agreements expire or are terminated, we may be unable to
replace these services in a timely manner or on terms and conditions, including
cost, as favorable as those we received from Motorola. Additional expenses
incurred in replacing these services or the failure to replace these services
could negatively affect our results of operations.



TWO OF OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST BECAUSE THEY ARE ALSO
OFFICERS OF MOTOROLA, WHICH MAY LIMIT OUR ABILITY TO PURSUE ACQUISITIONS,
FINANCINGS AND OTHER CORPORATE OPPORTUNITIES THAT MAY BE SUITABLE FOR BOTH US
AND MOTOROLA



    At the time of this offering, two of our four directors will be Motorola
officers. Shortly after the completion of this offering, we intend to increase
the size of our board to nine members, two of whom are expected to be Motorola
officers. Our directors who are also officers of Motorola may have conflicts of
interest in connection with matters potentially or actually involving or
affecting us, including acquisitions, financings and other corporate
opportunities that may be suitable for both us and Motorola. Our certificate of
incorporation contains procedures for resolving potential conflicts, however,
these procedures are more favorable to


                                       15
<PAGE>

Motorola than us. In addition, as majority stockholder, Motorola could elect
additional Motorola designees to our board. For more information about the
relevant provisions of our certificate of incorporation, see "Description of
Capital Stock--Material Provisions of the Restated Certificate of Incorporation
and Bylaws" on page 217.



    In addition, some of our directors and a number of our executive officers
own substantial amounts of Motorola's common stock and options to acquire
Motorola stock. This ownership could create, or appear to create, conflicts of
interest when directors and executive officers are faced with decisions that
could have different implications for us and Motorola. For details of this
ownership, see "Management--Stock Ownership of Directors and Executive Officers"
on page 153.



PROPOSED CHANGES IN TAX LAW MAY PREVENT MOTOROLA FROM PURSUING A DISTRIBUTION
WHICH COULD PREVENT US FROM PURSUING OUR BUSINESS STRATEGY AND GROWING OUR
BUSINESS, RESULTING IN A SUBSTANTIALLY LOWER MARKET PRICE FOR OUR COMMON STOCK



    The Clinton administration, in its fiscal year 2001 budget, has proposed to
change the definition of "control" for purposes of effecting a transaction such
as a distribution of our common stock to Motorola stockholders under
section 355 of the Internal Revenue Code of 1986. As proposed, the change would
apply to transactions entered into on or after the date of enactment. If this or
any similar proposal were enacted, Motorola may not be able to make a
distribution in a tax efficient manner. If there are adverse tax consequences to
Motorola in connection with a distribution of our common stock to Motorola
stockholders, Motorola may decide not to make a distribution. This could impair
the value of your investment in our company.



A DIVESTITURE BY MOTOROLA OF OUR COMMON STOCK COULD HAVE ADVERSE CONTRACTUAL AND
REGULATORY IMPLICATIONS FOR US, RESULTING IN SIGNIFICANTLY LOWER OPERATING
RESULTS



    Most of the operating company shareholders agreements, to which we or our
subsidiaries are a party, contain rights of first refusal that may require us to
sell our interests in these operating companies if we undergo a change of
control. Upon a distribution or other form of divestiture of our common stock by
Motorola, a change of control may be deemed to occur under the terms of these
shareholders agreements. These rights could allow the other shareholders in
these operating companies to purchase our equity interests at fair market value
upon completion of a distribution of our common stock to Motorola stockholders
or any other form of divestiture by Motorola. Although we have received waivers
of these rights of first refusal or consents from the other shareholders of most
of our operating companies in connection with a distribution of our common stock
to Motorola stockholders, these waivers may not apply to other forms of a
divestiture. If Motorola elects to effect a divestiture that is not a
distribution, we may be required to obtain new waivers or consents or be subject
to the exercise of the rights of first refusal from the other shareholders in
most of our operating companies.


                                       16
<PAGE>

    We have not received waivers for our operating companies in Argentina and
Uruguay. In addition, we have not yet received consent from our Hong Kong
operating company's shareholders to effect a distribution or other form of
divestiture of our common stock. Therefore, upon a distribution or other form of
divestiture, it is possible that the other shareholders in our Argentina, Hong
Kong and Uruguay operating companies could exercise their rights of first
refusal to purchase our interests in them at fair market value. Upon the
completion of a distribution or other form of divestiture, we could also lose
the enhanced voting rights of shares we hold in our Dominican Republic operating
company, Tricom, and the minority protections we have under the relevant
shareholders agreement.



    In addition, the license under which our operating company in Israel
conducts business contains restrictions on Motorola's ability to divest our
common stock through means other than a distribution without governmental
approval.


                  RISK FACTORS RELATING TO US AND OUR INDUSTRY


OUR OPERATING COMPANIES COMPETE WITH A NUMBER OF TELECOMMUNICATIONS PROVIDERS,
MANY OF WHOM OFFER NEW COMMUNICATIONS TECHNOLOGIES AND SERVICES. THE FAILURE OF
OUR OPERATING COMPANIES TO COMPETE EFFECTIVELY COULD RESULT IN THEIR LOSS OF
CURRENT AND POTENTIAL SUBSCRIBERS, LOWER REVENUES AND LOWER PROFITABILITY WHICH
IN TURN COULD RESULT IN SIGNIFICANTLY LOWER PROFITABILITY FOR US



    As a result of increased competition, the prices for wireless services have
significantly declined over the past few years. We expect that the prices that
our operating companies charge for their products and services will continue to
decline over the next few years as competition intensifies in the markets in
which they operate. Because of competition for subscribers, many of our
operating companies, in order to gain or maintain market share and grow their
subscriber bases, offer significant handset subsidies and match their
competitors' rate discounts. In some markets, including Hong Kong, competition
for subscribers has resulted in our operating companies offering free handsets
to remain competitive. In other markets, such as Israel, our operating companies
use CDMA technology, which requires relatively expensive handsets compared to
the GSM or TDMA handsets of their competitors. The higher cost of these handsets
requires our operating companies to subsidize a larger portion of handset costs
in order to offer competitive prices, which may adversely affect their
profitability or put them at a competitive disadvantage.


    In addition, the wireless communications industry has experienced a
significant amount of consolidation. Multinational communications companies have
been entering into mergers and joint ventures with each other and with smaller,
regional wireless service providers. We believe that this consolidation and
expansion is creating large, well capitalized competitors with substantial
financial, technical, marketing and other resources that will compete against
our operating companies. Many of these competitors will compete with us for the
acquisition of new licenses. As a result, licenses in many markets have become
more expensive. Also, these competitors may

                                       17
<PAGE>
be able to offer services more quickly and economically than our operating
companies, which could have a material adverse effect on our operating
companies' market share, revenues and results of operations.


    We also believe our operating companies will continue to face competition
from new technologies and services that will be introduced in the future.
Although our operating companies intend to employ the newest technologies, there
will be a continuing competitive threat from even newer, more advanced
technologies that may render older technologies less competitive and require our
operating companies to invest significant amounts of capital in these new
technologies. We or our operating companies may be unable to compete
successfully with companies offering new technologies and products that are more
commercially effective than our operating companies' products and services.



THE FINANCIAL RESULTS OF OUR OPERATING COMPANIES HAVE BEEN AND MAY CONTINUE TO
BE DIFFICULT TO OBTAIN ON A TIMELY BASIS, WHICH COULD EXPOSE US TO PENALTIES
UNDER FEDERAL SECURITIES LAWS OR RESULT IN BREACHES OF COVENANTS CONTAINED IN
OUR FINANCING ARRANGEMENTS OR THOSE OF OUR OPERATING COMPANIES



    We have had in the past, and may continue to have in the future, difficulty
obtaining audited financial results from our operating companies in a timely
manner, or at all, because the financial data obtained from our operating
companies may not be prepared on a comparable basis, as a result of local
practices and peculiarities unique to a particular operating company or because
we do not control most of our operating companies or for other reasons. The
failure to obtain and disclose financial information in a timely manner could
subject us to penalties under federal securities laws and cause a default under
financing arrangements and other agreements we or our operating companies may
enter into from time to time, including the IPO and Distribution Agreement with
Motorola. As a result, our ability to access capital markets may be limited,
which would have a material adverse impact on our ability to obtain capital to
finance our growth strategy and on the market price of our common stock.


WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL AND LIQUIDITY REQUIREMENTS WHICH
COULD IMPAIR OUR ABILITY TO INCREASE OUR REVENUES AND PROFITABILITY


    In the past, our capital needs have been satisfied by Motorola's
corporate-wide cash management policies. However, Motorola has informed us that
it no longer intends to provide additional funds to finance our operations or to
guarantee new borrowings to generate such funds. After this offering, our
primary source of cash, other than the proceeds of this offering, to fund our
operations, fund our operating companies and make additional investments, will
be from future issuances of equity or debt securities, sales of our ownership
interests in our operating companies and dividends provided to us by our
operating companies. In addition, some of our operating companies may require
additional financing to meet their capital


                                       18
<PAGE>

expenditure, working capital and debt service obligations. We have not
historically received, and do not currently expect to receive in the near
future, significant dividends from our operating companies.


    We expect that our credit rating after this offering will be lower than
Motorola's and thus, we do not believe we will be able to obtain financing with
interest rates and terms as favorable as those received by Motorola. As a
result, we expect that our cost of capital in the future will be higher than
that reflected in our historical financial statements. Additionally, the sale of
our interests in our existing operating companies is subject to contractual and
other restrictions and then existing market conditions. As of result of the
foregoing, we may be unable to meet future capital and liquidity requirements,
which may limit our ability to implement our business strategy and grow our
business.


BECAUSE WE ARE UNABLE TO CONTROL THE ACTIVITIES OF MANY OF OUR OPERATING
COMPANIES, WE DEPEND ON THE COOPERATION OF THOSE OPERATING COMPANIES AND THEIR
OTHER SHAREHOLDERS, SOME OF WHOM COMPETE WITH US IN OTHER MARKETS. IF THESE
OTHER SHAREHOLDERS ARE UNCOOPERATIVE, WE OR OUR OPERATING COMPANIES COULD BE
PREVENTED FROM IMPLEMENTING BUSINESS STRATEGIES OR ADEQUATELY FUNDING
OPERATIONS, WHICH COULD ADVERSELY AFFECT OUR PROFITABILITY


    We do not own a majority interest in most of our operating companies.
Although we are actively involved in the management of their businesses, we are
precluded in many cases from independently controlling them. Moreover, many of
the shareholders agreements to which we are a party contain significant blocking
rights under which a minority shareholder may prohibit an operating company from
engaging in activities that are approved by a majority of its shareholders. As a
result, we are generally unable to cause our operating companies to implement
strategies that we may favor or to cause dividends or other distributions to be
made without the consent of the other shareholders.


    In addition, the refusal or inability of other shareholders to approve
borrowings, to guarantee third-party financing, or to fund their share of
capital contributions could result in a deadlock or could substantially
undermine the viability of an operating company if we do not contribute to it on
a disproportionate basis.



    All of our relations with the other shareholders in our operating companies
may not be harmonious and successful. Other shareholders in some of our
operating companies are investors in competitors of our operating companies in
other markets. Disagreements with them could impede the execution of our
strategy and work to the favor of our operating companies' competitors which
could lower our operating companies' results of operations.


                                       19
<PAGE>

PROVISIONS IN THE ORGANIZATIONAL DOCUMENTS, THE SHAREHOLDERS AND FINANCING
AGREEMENTS OF MANY OF OUR OPERATING COMPANIES AND IN AGREEMENTS RELATING TO OUR
SEPARATION FROM MOTOROLA MAY IMPAIR OUR ABILITY TO FREELY TRANSFER OUR INTERESTS
IN OUR OPERATING COMPANIES. ANY INABILITY TO FREELY TRANSFER THESE INTERESTS
COULD IMPAIR OUR ABILITY TO REALIZE THE ECONOMIC BENEFIT OF OUR OWNERSHIP
INTERESTS THROUGH THEIR DISPOSAL


    The organizational documents and shareholders and financing agreements of
many of our operating companies include limitations on our ability to transfer
our equity interests in those operating companies. These limitations include
rights of first refusal of other shareholders on any transfer, which may impede
the timely sale of such interests and impact amounts we may receive upon a sale.
In addition, our ability to dispose of interests in our operating companies
could be restricted by:

    - various provisions in the agreements relating to our separation from
      Motorola;

    - terms and conditions of our operating companies' licenses and local
      government regulations; and

    - the significant size of our equity interests in some of our operating
      companies and, in many cases, the absence of public or private markets for
      the equity of our operating companies.


    Although our operating companies seek to obtain financing on a nonrecourse
basis to their shareholders, we and our other shareholders have provided, and in
the future may be asked to provide, guarantees or pledges of our interests or
enter into project completion agreements to secure borrowings by our operating
companies. For example, we have pledged approximately 63% of our interests in
Hutchison Telephone Company Limited, our Hong Kong operating company, to Commerz
(East Asia) Limited in relation to financing agreements. Creditors could
prohibit a sale of our interest or impose conditions on such a sale that could
result in less favorable terms for us.



    In addition, many of our shareholders agreements contain provisions which
may limit our ability to transfer interests in our operating companies to
competitors of those operating companies or competitors of the other
shareholders of those operating companies, or prohibit us from competing against
those operating companies in a similar venture subsequent to a sale of our
interest. As a result, we may not be able to realize the economic benefit of our
ownership interests in those operating companies through their sale or
otherwise. For more information, see "Our Relationships with Our Operating
Companies" on page 181.



THE PROCEEDS WE RECEIVE ON THE SALES OF OUR INTERESTS IN OUR OPERATING COMPANIES
MAY BE LESS THAN OUR INITIAL INVESTMENT


    Our management regularly evaluates our strategic investments to ensure that
each of them supports our overall business strategy. In the event our management
determines that any investment is no longer consistent with our business
objectives, we may seek to sell our ownership interest in that operating
company. In the event we

                                       20
<PAGE>
are able to complete a sale of our interest in an operating company, the price
realized on any sale could be less than our overall investment. In addition,
there may be substantial restrictions on our ability to repatriate amounts
realized upon the sale of investments in our operating companies, including
taxes on amounts we seek to repatriate, as well as substantial taxes imposed on
us in such a sale.

WE AND SOME OF OUR OPERATING COMPANIES HAVE INCURRED OPERATING LOSSES AND MAY
CONTINUE TO DO SO FOR THE FORESEEABLE FUTURE


    We incurred a net loss of $12.3 million for the six months ended June 30,
2000. Some of our operating companies have been, and any new company we form or
invest in will likely be, in the early stages of development and may incur
losses for some time. Even successful wireless communications companies
typically generate significant losses while they grow. As a result, the income,
if any, generated by some of our operating companies may be offset by the losses
of other operating companies.



WE ARE SUBJECT TO VARIOUS RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS,
WHICH COULD IMPAIR OUR ABILITY TO INCREASE OUR REVENUES AND PROFITABILITY


    All of our operating companies, as well as WDS, are located outside the
United States. International operations, particularly in developing countries,
are subject to a number of risks and uncertainties, including:

    - difficulties and costs associated with complying with a wide variety of
      complex laws, treaties and regulations, including the collection of
      receivables through foreign legal systems;

    - unexpected changes in regulatory environments;

    - longer payment cycles;

    - tax rates that may exceed those of the United States and earnings that may
      be subject to withholding requirements or the imposition of tariffs,
      exchange controls or other restrictions;

    - political and economic instability;

    - nationalization of properties by foreign governments; and

    - war and civil disturbance.

    As we continue to expand our business globally, our success will be
dependent, in part, on our ability to anticipate and effectively manage these
and other risks that our operating companies may face. Any of these factors
could impair our ability to expand into new markets and could prevent us from
increasing our revenues and our profitability and meeting our growth objectives.

                                       21
<PAGE>

WE MAY HAVE DIFFICULTY PROTECTING OR ENFORCING OUR RIGHTS UNDER MANY AGREEMENTS
WE HAVE ENTERED INTO, BECAUSE THEY ARE GOVERNED BY THE LAWS OF, AND SUBJECT TO
THE JURISDICTION OF, COURTS OTHER THAN THOSE OF THE UNITED STATES, AND OTHER
PARTIES TO THESE AGREEMENTS HAVE ASSETS THAT ARE SITUATED OUTSIDE THE UNITED
STATES



    A number of the agreements we enter into with the other shareholders in our
operating companies are governed by the laws of, and are subject to dispute
resolution in the courts of or through arbitration proceedings in, the country
or region in which the operation is located or elsewhere outside the United
States. Such forums may not provide us with an effective and efficient means of
resolving disputes that may arise in the future. In addition, the assets of
these other shareholders are, in many cases, located in foreign countries. Even
if we are able to obtain a satisfactory decision through arbitration or a court
proceeding, we could have difficulty enforcing any award or judgment against
these assets on a timely basis. Therefore, we may not be able to obtain or
enforce relief under many agreements we have entered into.



OUR OPERATING COMPANIES MAY HAVE TO PAY IMPORT DUTIES ON NETWORK EQUIPMENT AND
HANDSETS, WHICH COULD RESULT IN HIGHER COSTS FOR OUR OPERATING COMPANIES



    Our operating companies are highly dependent upon the successful and
cost-efficient importation of infrastructure equipment and handsets from North
America, Europe and Asia. In the countries in which our operating companies
operate, network equipment and handsets may be subject to significant import
duties and other taxes. For example, in Azerbaijan duties on handsets are as
high as 38%. Significant import duties and other taxes imposed on our operating
companies could, in the aggregate, have a large negative impact on our results
of operations.


FLUCTUATIONS IN FOREIGN EXCHANGE RATES AND SHORTAGES IN FOREIGN CURRENCY
RESERVES COULD DIMINISH OUR OPERATING COMPANIES' REVENUES AND DEVALUE OUR
FOREIGN INVESTMENTS

    Our reporting currency is the U.S. dollar. However, our operating companies
generally transact their day-to-day business in local currencies. A significant
weakening of the currencies in which our operating companies generate revenue
against the U.S. dollar may adversely impact the reported results of operations
of those operating companies. This weakening could also have a negative effect
on an operating company's ability to meet its obligations if it has significant
costs or obligations, including network infrastructure costs, other capital
expenditures, indebtedness or liabilities, that are not denominated in its local
currency.


    Many of our operating companies, including MobiNil in Egypt and Mobilink in
Pakistan, are subject to tariff regulation by government authorities and may not
be permitted to increase tariffs in response to a currency devaluation. Even if
an operating company is permitted to increase tariffs, devaluations in its local
currency could affect the ability of its subscribers to absorb those increases.
In addition, many foreign economies have experienced shortages in foreign
currency reserves and restrictions on the ability to expatriate local earnings
and convert local currencies into U.S. dollars.


                                       22
<PAGE>

    To the extent that any of our operating companies seek to make a dividend or
other distribution to us, or to the extent that we seek to liquidate an
investment in an operating company and repatriate monies from a relevant
country, these foreign exchange controls or other restrictions may effectively
prevent the transfer of funds to us or the exchange of local currency for U.S.
dollars. As a result, foreign exchange controls could also restrict the ability
of our operating companies to pay any debt that is not denominated in local
currency. These currency restrictions could limit our ability to deploy capital
effectively by using the excess cash flows of operating companies to fund the
capital needs of other operating companies.



    Currency devaluations in one country may have adverse effects in another
country. For example, in late 1994 and 1995, several Latin American countries
were adversely affected by the devaluation of the Mexican peso following that
country's presidential elections. A new presidential term will begin in Mexico
in December 2000. The Asian and Russian economic crises of 1998 also had a
negative effect on the financial and foreign exchange markets of other
countries, leading to increased pressures on local interest rates and
currencies, including that of Argentina with respect to interest rates. These
pressures, in turn, have inhibited the ability of companies operating in some
markets to obtain necessary financing and increase prices for their services.
Any devaluation of local currencies in the countries where our operating
companies operate, or restrictions on the expatriation of earnings or capital
from these countries, could have a significant negative effect on their results
of operations and financial condition.



OUR OPERATING COMPANIES MAY FACE SIGNIFICANT DISADVANTAGES WHEN COMPETING
AGAINST GOVERNMENT-OWNED OR GOVERNMENT-AFFILIATED TELECOMMUNICATIONS COMPANIES
AND WIRELINE MONOPOLY OPERATORS, WHICH COULD NEGATIVELY AFFECT THEIR
PROFITABILITY AND GROWTH PROSPECTS


    In markets where our operating companies compete against a government-owned
or government-affiliated telecommunications company, those operating companies
may be at a competitive disadvantage. Government-owned or government-affiliated
competitors may have:

    - relationships with national regulatory authorities;

    - control over connections to local telephone lines; and

    - the ability to subsidize competitive services with revenues generated from
      services they provide on a monopoly basis.

    To the extent government-owned or government-affiliated telecommunications
companies are privatized or join with an established foreign telecommunications
company, competition from these companies may increase due to infusions of
capital and managerial and technical talent. In some cases, these companies may
also continue to enjoy the legacy of their pre-privatization privileges. Our
operating companies may encounter obstacles and setbacks if local governments
adopt policies favoring these competitors or otherwise afford them preferential
treatment.

                                       23
<PAGE>
    Our operating companies compete indirectly against wireline companies,
nearly all of which are wireline monopolies in the markets in which they
operate. In some of these markets, the wireline provider is also a wireless
operator, such as Telmex in Mexico, competing directly against our operating
companies. Often, the monopoly wireline provider enjoys competitive advantages
similar to the advantages described above. As a result, our operating companies
may be at a competitive disadvantage to monopoly wireline providers who, because
of their affiliations, offer a cheaper and broader range of services,
particularly where our operating companies seek to offer new telecommunications
services, including domestic and international long distance service.

OUR OPERATING COMPANIES MAY NOT SUCCESSFULLY DEVELOP NEW COMMUNICATIONS SERVICES
ON A TIMELY BASIS OR AT ALL, WHICH COULD IMPEDE THEIR GROWTH STRATEGIES AND
CAUSE THE LOSS OF CAPITAL INVESTMENTS


    An element of some of our operating companies' strategies is to provide new
services, including Internet services, wireless data and data network services.
These initiatives could fail for any number of reasons, including insufficient
capital, limited technical and managerial resources or competitive factors. In
addition, the ability to introduce new services depends on whether and on what
terms the new services are permitted by local laws and regulations. Even if
implemented, these services may not be profitable. If they are not, our
operating companies' growth strategies could be impaired.



    Furthermore, demand for some of these new communications services is
unproven, and demand for these services may never develop. Our operating
companies may incur significant rollout and deployment costs to develop services
for which there is less demand than they anticipated, and the value of their
investments in these new services could be lost. In addition, even if there is
significant demand for these services, it may be at lower price levels than are
anticipated and which do not allow an adequate return on investment.



PROVIDING ADDITIONAL SERVICES IN ORDER TO INCREASE SUBSCRIBER GROWTH AND
PROFITABILITY MAY REQUIRE ADDITIONAL SPECTRUM, WHICH MAY NOT BE AVAILABLE TO OUR
OPERATING COMPANIES AT A REASONABLE COST OR AT ALL



    Our operating companies plan to introduce new wireless communications
services. However, many of them may have insufficient radio frequency spectrum
to provide these services and even where they do have spectrum capable of
carrying additional types of wireless communications services, they may not have
sufficient capacity due to existing traffic. Moreover, the cost of new licenses
is increasing in many markets, while availability of spectrum is limited. For
example, the auction price for third generation, or 3G, licenses, which allow
for significantly greater wireless transmission capacity, for the United Kingdom
was reported to be ten times higher than the British government's expectations
and has been followed by similarly high prices in Germany's recent 3G license
auction. Furthermore, our operating companies may be


                                       24
<PAGE>

prevented from bidding for additional spectrum due to relationships with other
shareholders and restrictions contained in the shareholders agreements to which
we or our subsidiaries are a party. As a result, our operating companies may not
be able to acquire additional spectrum at a reasonable cost, or at all.



OUR OPERATING COMPANIES MAY NOT BE ABLE TO RETAIN, EXPLOIT OR RENEW THE LICENSES
NEEDED TO OPERATE THEIR BUSINESSES, AND THE LOSS OF THESE LICENSES OR THE COSTS
ASSOCIATED WITH RETAINING OR ACQUIRING THEM COULD IMPAIR OUR OPERATING
COMPANIES' ABILITY TO SUCCESSFULLY COMPETE



    The ability of our operating companies to retain and exploit their existing
telecommunications licenses and to renew licenses when they expire is essential
to our operations and profitability. Some of our operating companies' licenses
are due to expire in the near future. For example, two of the three licenses
under which our Hong Kong operating company provides services are scheduled to
expire in 2002. Most of our operating companies' wireless communications
licenses have fixed terms and may not be automatically renewed. In cases where
license terms are fixed, such licenses may not be renewed, or if renewed, such
renewal may not be on acceptable economic or other terms.



WE AND MANY OF OUR OPERATING COMPANIES MAY GROW RAPIDLY AND MAY BE UNABLE TO
MANAGE THAT GROWTH, WHICH COULD RESULT IN COST OVERRUNS, INEFFICIENCIES, MISSED
MARKET OPPORTUNITIES, POOR SUBSCRIBER RELATIONS AND LOWER FINANCIAL RETURNS


    We expect that we and our operating companies will grow rapidly. For
example, Movicom Argentina has recently been awarded a license to operate
wireless networks in the interior of that country. In order to capitalize on the
introduction of advanced data and long distance services in this market, Movicom
Argentina will be required to deploy a significant additional amount of capital
resources. Rapid growth often places considerable operational, managerial and
financial strain on a business. To successfully manage rapid growth, each of our
operating companies must accurately project their rate of growth and:

    - rapidly improve, upgrade and expand their business infrastructure;

    - deliver products and services on a timely basis;

    - maintain levels of service expected by customers;

    - recruit, hire and train additional qualified employees; and


    - maintain adequate levels of liquidity.


    Any failure by our operating companies to successfully manage growth could
result in cost overruns, inefficiencies, missed market opportunities, poor
subscriber relations and generally poor financial results.

                                       25
<PAGE>

WE REQUIRE EMPLOYEES WHO ARE KNOWLEDGEABLE ABOUT THE SPECIALIZED NATURE OF THE
WIRELESS COMMUNICATIONS BUSINESS TO OPERATE SUCCESSFULLY. THEIR LOSS OR THE
INABILITY TO HIRE ADDITIONAL QUALIFIED PERSONNEL COULD HARM THE DEVELOPMENT AND
MANAGEMENT OF OUR BUSINESS



    Our future success depends on our ability to attract and retain highly
skilled professionals familiar with the wireless communications industry. The
market for these employees is very competitive. If we cannot continue to attract
and retain quality personnel, our ability to compete, grow our business and
execute our operating strategies will be severely limited. We do not presently
have employment agreements with any of our key management or other personnel,
and we do not know how long they will remain with our organization. We also do
not presently have any key person life insurance policies for any of
our personnel.



    In addition, the success of our operating companies depends on their ability
to attract and retain managers, engineers and other highly skilled professionals
familiar with the wireless communications industry. The market for these
employees varies by region, but in general is very competitive. Therefore, our
operating companies may be unable to attract and retain these personnel. If any
of our operating companies are unable to do so, their financial performance
could suffer.



IF OUR OPERATING COMPANIES CANNOT CONTINUE TO SUCCESSFULLY BUILD THEIR NETWORKS,
OR BUILD THEM IN A TIMELY AND COST-EFFECTIVE BASIS, THEIR COMPETITIVE POSITIONS
AND REVENUES COULD BE HARMED


    If our operating companies cannot satisfactorily complete the planned
build-out of their wireless networks, or do so in a timely manner, they could
lose potential and current customers to competitors, and their revenues could
consequently suffer. In addition, many of their licenses contain network
build-out and operating requirements as a condition to their retention. As our
operating companies continue to develop their networks, they must continue to:

    - obtain additional cell and switch sites;

    - obtain additional rights of way, government approvals and permits for
      network construction;

    - complete radio frequency design and updates;

    - design and install additional switching systems, radio systems,
      interconnection facilities and operating support systems;

    - expand and maintain customer care, network management, billing and
      management and administrative systems; and

    - obtain additional radio spectrum.


    Our operating companies may be unable to develop and build-out their
networks as planned, as many elements of the network build-out are not under
their control. Our operating companies' ability to develop their networks is
also affected by other


                                       26
<PAGE>

factors, including the availability of capital, relations with capable suppliers
and vendors, political or regulatory factors and foreign currency fluctuations.


REGULATION OF THE WIRELESS INDUSTRY MAY RESULT IN THE LOSS OF OUR OPERATING
COMPANIES' LICENSES, CONCESSIONS OR MARKETS OR INCREASES IN COMPETITION,
COMPLIANCE COSTS OR CAPITAL EXPENDITURES FOR NETWORK DEVELOPMENTS


    The ownership, construction, operation and interconnection arrangements of
wireless communications systems and the grant, maintenance and renewal of
applicable wireless licenses in each of the countries where our operating
companies offer services are regulated by governmental authorities. In some
cases, regulatory authorities also operate or control the operations of actual
or potential competitors. Changes in the current regulatory environment of, or
judicial intervention in, these markets could harm our operating companies.



    In addition, the regulatory framework in some of these countries is
relatively new and, therefore, the enforcement and interpretation of
regulations, the assessment of compliance and the degree of flexibility of
regulatory authorities are uncertain. A failure by one or more of our operating
companies to comply with applicable governmental regulations could result in the
loss of licenses or the assessment of penalties or fines or otherwise could have
a significant negative effect on our operating companies' results of operations.
For a more detailed description of the regulatory environment in each of the
countries in which our operating companies do business, see "Regulation" on page
198.



OUR OPERATING COMPANIES RELY ON A LIMITED NUMBER OF KEY SUPPLIERS AND VENDORS
FOR TIMELY SUPPLY OF EQUIPMENT AND SERVICES. IF THESE SUPPLIERS OR VENDORS
EXPERIENCE PROBLEMS OR FAVOR OUR COMPETITORS, OUR OPERATING COMPANIES COULD FAIL
TO OBTAIN SUFFICIENT QUANTITIES OF THE PRODUCTS AND SERVICES THEY REQUIRE TO
OPERATE THEIR BUSINESSES SUCCESSFULLY



    Our operating companies depend on a limited number of suppliers and vendors
for handsets and network infrastructure. If these suppliers experience
interruptions or other problems delivering these products on a timely basis,
subscriber growth and operating results of our operating companies could suffer
significantly. Our operating companies rely primarily on Motorola, Nokia,
Ericsson and Samsung to provide on a timely basis adequate quantities of
wireless handsets that feature the latest technological innovations favored by
their customers. These suppliers also supply handsets to the competitors of our
operating companies. To the extent our competitors have better relationships
with these suppliers, or are otherwise afforded preferential treatment, they may
obtain larger quantities of newer, more desirable handsets more quickly and at
better prices than our operating companies. Motorola and other suppliers are
under no obligation to provide handsets to our operating companies.



    In addition, the initial choice of a network infrastructure supplier by our
operating companies can, where proprietary technology of the supplier is an
integral component of the network, cause the operating companies to be
effectively locked


                                       27
<PAGE>

into one or a few suppliers for key network components. Except in the case of
GSM networks, substituting network infrastructure suppliers could require
significant expenditures. As a result, our operating companies have become
reliant upon a limited number of network equipment manufacturers, including
Motorola, Nokia, Ericsson, Alcatel, Nortel and Lucent. In the event it becomes
necessary to seek alternative suppliers and vendors, our operating companies may
be unable to obtain satisfactory replacement suppliers or vendors on
economically attractive terms, on a timely basis, or at all. Motorola and other
suppliers are under no obligation to provide infrastructure equipment to us or
our operating companies on a preferential basis, or at all.



IF MOTOROLA FAILS TO SUPPLY OUR HANDSET DISTRIBUTION BUSINESS WITH ADEQUATE
QUANTITIES OF HANDSETS, THIS WOULD HAVE A SEVERE NEGATIVE EFFECT ON OUR HANDSET
DISTRIBUTION BUSINESS, WHICH WOULD NEGATIVELY AFFECT OUR RESULTS OF OPERATIONS



    In connection with our separation from Motorola, we and our wholly owned
Israeli subsidiary will enter into a handset distribution agreement with
Motorola for the benefit of WDS, our Israeli handset distribution business. This
distribution agreement will contain provisions for handset sales in Israel which
preclude WDS from obtaining handsets from other manufacturers. In the event
Motorola has an inadequate supply of handsets or chooses to allocate its supply
to other markets, WDS may be unable to meet the demands of its customers, which
could have a negative effect on our business, financial condition and results of
operations. For example, WDS's subscriber equipment revenues for the six months
ended June 30, 2000 decreased by $52.2 million, or 38.8%, from the six months
ended June 30, 1999 as a result of WDS's inability to obtain adequate quantities
of handsets and a decline in the average unit prices of such handsets. For more
information, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Consolidated Results of Operations" on page 60.


COMPETITION CAN INCREASE CUSTOMER CHURN, WHICH CAN IN TURN REDUCE REVENUES AND
PROFITS AND INCREASE OUR OPERATING COMPANIES' MARKETING, DISTRIBUTION AND
CUSTOMER ACQUISITION COSTS

    Our operating companies incur significant costs when obtaining new
subscribers. The wireless industry, however, is characterized by a high rate of
subscriber cancellation of services, which is commonly referred to in the
industry as churn. Churn can be the result of several competitive factors,
including price, service offerings, network coverage and reliability issues and
customer care concerns. Churn is driven higher by additional competition, as new
market entrants offer attractive incentives to attract new subscribers.
Moreover, churn may be more prevalent in markets, like Hong Kong, that offer
number portability, which allows a subscriber to retain his or her cellular
telephone number when switching operators. Attempting to reduce churn increases
costs as incentives are offered to long-term subscribers to remain as customers.
Attempting to replace lost subscribers increases the marketing,

                                       28
<PAGE>
distribution and customer acquisition costs of our operating companies. As a
result, churn may reduce the revenues and increase the costs of our operating
companies.

OUR OPERATING COMPANIES MAY BE UNABLE TO OBTAIN OR MAINTAIN FAVORABLE ROAMING
ARRANGEMENTS WITH ACCEPTABLE WIRELESS PROVIDERS WHICH COULD RESULT IN A LOSS OF
SUBSCRIBERS AND A LOSS OF ROAMING REVENUES

    Roaming is an important feature to most of our operating companies'
subscribers. Subscribers can only access another domestic or international
provider's wireless system if that other provider allows them to roam on its
network. Our operating companies rely on agreements with other wireless
providers to provide roaming capability for their subscribers. Some of our
operating companies' competitors may have more extensive coverage through their
own networks and be less dependent on roaming arrangements. Furthermore, our
operating companies' competitors may be able to obtain roaming rates that are
lower than rates obtained by our operating companies, giving them a pricing
advantage.


    In addition, the quality of service when roaming may be inferior to the
quality of service that our operating companies provide, and our operating
companies' customers may not be able to use the advanced features that they
enjoy when making calls on their home networks. Any perceived or actual
differences in the quality of service, extent of roaming capability or cost of
roaming of our operating companies as compared to their competitors may result
in a loss of subscribers for our operating companies, which could negatively
affect their revenue growth and profitability.



    Our operating companies are also dependent upon roaming agreements with
other providers as a source of revenues when the other providers' subscribers
roam in our operating companies' territories. If these roaming agreements were
to terminate and not be renewed, roaming revenues of those operating companies
would decrease, which could significantly affect their profitability.



OUR OPERATING COMPANIES MAY NOT BE ABLE TO INTERCONNECT WITH THEIR PRIMARY
COMPETITORS AND LOCAL WIRELINE PROVIDERS, WHICH MAY IMPAIR THEIR ABILITY TO
ATTRACT AND RETAIN SUBSCRIBERS



    Our operating companies' ability to provide commercially viable wireless
communications services depends upon their ability to interconnect with the
communications networks of domestic wireless and wireline operators in order to
complete calls between their subscribers and parties on wireline or other
wireless networks. The failure of these other communications providers to
provide reliable interconnections to our operating companies on a consistent
basis, or at similar costs as incurred by their competitors, could have a
substantial negative effect on our operating companies' ability to attract and
retain subscribers.


                                       29
<PAGE>

OUR OPERATING COMPANIES MAY NOT BE ABLE TO COLLECT AMOUNTS DUE FROM OTHER
COMMUNICATIONS CARRIERS, WHICH COULD NEGATIVELY AFFECT THEIR REVENUES AND
INCREASE THEIR ADMINISTRATIVE COSTS


    In many of the markets in which our operating companies offer services, the
calling party pays for the airtime on a call to a wireless number. In these
markets, if a caller places a call to one of our operating companies' wireless
customers, the caller's provider collects the charge for the wireless airtime
and pays our operating company for that airtime. From time to time, some of our
operating companies have encountered difficulties collecting these amounts. If
our operating companies cannot collect amounts due on a timely basis, or at all,
they could incur material revenue losses. Difficulties in collecting these
amounts could also increase administrative costs.


OUR OPERATING COMPANIES MAY INCUR SIGNIFICANT COSTS FROM WIRELESS FRAUD, WHICH
COULD NEGATIVELY AFFECT THEIR OPERATING RESULTS AND THEIR COMPETITIVE POSITION


    Our operating companies may incur costs and revenue losses associated with
the unauthorized use of their wireless networks, including administrative and
capital costs associated with the unpaid use of their networks as well as with
detecting, monitoring and reducing the incidence of fraud. Fraud also impacts
interconnection costs, capacity costs, administrative costs and payments to
other carriers for unbillable fraudulent roaming charges.


    Cloning, which is a form of wireless fraud, involves the use of scanners and
other electronic devices to illegally obtain telephone numbers and electronic
serial numbers during cellular transmission on analog networks. These stolen
number combinations can be programmed into a cellular phone, which is then used
to obtain unauthorized access to wireless networks. Wireless fraud occurs when a
handset programmed with a number stolen from one of our operating companies'
subscribers is used to place fraudulent calls, resulting in usage charges that
cannot be collected from the subscriber. Although our operating companies
attempt to combat this problem through the deployment of anti-fraud technologies
and other measures, these efforts may not be effective and fraud may result in
material costs for our operating companies in the future. For example,
Pelephone, our Israeli operating company, incurred approximately $40 million in
operating costs in connection with widespread cloning fraud on its analog
network in 1999. As a result, Pelephone expended approximately $15 million in
1999 upgrading its analog network and installing authentication technology in
handsets in an attempt to reduce cloning in the future.



THE ISRAELI MINISTRY OF COMMUNICATIONS HAS IMPOSED TARIFF RESTRICTIONS ON
CELLULAR OPERATORS IN ISRAEL. AS A RESULT, OUR OPERATING COMPANY, PELEPHONE,
WILL BE REQUIRED TO CHARGE LOWER PRICES FOR INCOMING CALLS, WHICH IN TURN COULD
AFFECT ITS REVENUES AND OPERATING RESULTS



    Pelephone charges outgoing airtime for calls placed by its subscribers at
different tariffs depending on the airtime packages bought by its subscribers.
These tariffs are lower than charges for incoming calls, which are paid by the
caller. The Israeli Ministry


                                       30
<PAGE>

of Communications has recently enacted regulations that will set tariffs for
incoming calls. These regulations will require Pelephone to gradually reduce its
tariff rates significantly for incoming calls from October 2, 2000 until
January 1, 2003 in a manner that will set the tariff rate from and after
January 1, 2003 at a significantly lower level than is charged at present. This
will result in a reduction in Pelephone's incoming airtime revenue, which could
negatively affect its operating results. Pelephone contributed 28.7% of our
proportionate operating company revenues in 1999.


WE ARE SUBJECT TO THE FOREIGN CORRUPT PRACTICES ACT, AND COMPETE AGAINST
COMPANIES THAT ARE NOT SUBJECT TO IT, WHICH MAY GIVE THEM A COMPETITIVE
ADVANTAGE. IN ADDITION, WE MAY FACE LIABILITY FOR THE ACTS OF OUR OPERATING
COMPANIES AND THE OTHER SHAREHOLDERS IN THOSE OPERATING COMPANIES, OVER WHICH WE
MAY HAVE LITTLE OR NO CONTROL

    As a U.S. company, we are subject to the Foreign Corrupt Practices Act, or
the FCPA, which generally prohibits U.S. companies and their intermediaries from
making improper payments to foreign officials for the purpose of obtaining or
keeping business. Many of the shareholders agreements related to our operating
companies contain provisions which require the parties to those agreements to
refrain from, and prevent our operating companies from, engaging in activities
that could violate the FCPA, including improper payments to government
officials. Some of our competitors and our operating companies' competitors,
however, are not subject to the FCPA. To the extent these competitors can use
improper payments to help secure licenses, concessions, preferential treatment
or other advantages, our ability to compete may suffer.


    Although we will make every effort to comply with the FCPA, there can be no
assurance that the precautions we employ will protect us against liability under
the FCPA, particularly as a result of actions which may have been taken in the
past or which may be taken in the future by agents and other intermediaries for
whom we may have exposure under the FCPA. Although the application of the law in
this context is uncertain, it is possible that we may be held responsible for
actions taken by our operating companies or by other shareholders in our
operating companies even though we may have little or no ability to control
them. Any determination that we have violated the FCPA can result in substantial
fines and penalties.



OUR OPERATING COMPANIES' REVENUES AND EXPENSES COULD BE NEGATIVELY AFFECTED BY
REPORTS SUGGESTING THAT RADIO FREQUENCY EMISSIONS CAUSE VARIOUS HEALTH PROBLEMS
AND INTERFERE WITH VARIOUS MEDICAL DEVICES



    Media and other reports have suggested that radio frequency emissions from
wireless handsets and base stations can cause various health problems, including
cancer, and may interfere with electronic medical devices, including hearing
aids and pacemakers. Health concerns of consumers regarding radio frequency
emissions may discourage them from using wireless handsets and may cause
governments to impose restrictions on the location of cell sites with radio
transmitters and receivers, which may negatively affect our operating companies'
financial performance. These concerns


                                       31
<PAGE>

could have an adverse effect on the wireless communications industry and have
already exposed wireless providers and handset manufacturers to litigation.
Research and studies may demonstrate a link between the radio frequency
emissions of wireless handsets and base stations and these health concerns. If
such a link is demonstrated, government authorities may increase regulation of
wireless handsets and base stations and wireless companies could be held liable
for costs and damages associated with these health concerns.



IF WE ARE DEEMED TO BE AN INVESTMENT COMPANY, WE WOULD BE SUBJECT TO PROVISIONS
OF THE INVESTMENT COMPANY ACT, WHICH COULD SEVERELY LIMIT OUR ABILITY TO PURSUE
OUR GROWTH STRATEGY AND THUS NEGATIVELY AFFECT OUR RESULTS OF OPERATIONS


    A significant portion of our assets consist of equity interests in our
operating companies that are not majority owned. Significant investments in
entities that are not majority owned by us could subject us to the registration
requirements of the Investment Company Act of 1940, as amended, and the related
rules and regulations. The Investment Company Act requires registration of, and
imposes substantial operating restrictions on, companies that engage, or propose
to engage, primarily in the business of investing, reinvesting, owning, holding,
or trading in securities, or that fail certain statistical tests concerning a
company's asset composition and sources of income.


    Because our existing operating companies are engaged in telecommunications
business operations and because we actively participate in the management of our
operating companies, consistent with applicable laws, contractual arrangements
and other requirements, and we intend the same to be true of all future
operating companies, we believe that we are primarily engaged in a business
other than investing, reinvesting, owning, holding, or trading in securities. We
intend to monitor and adjust the nature of our interests in, and involvement
with, our operating companies in order to avoid becoming subject to the
registration requirements of the Investment Company Act.



    In order to clarify our status under the Investment Company Act, we have
filed a request for an exemptive order from the SEC finding and declaring us to
be exempt from the provisions of the Investment Company Act. However, even if we
receive that order, there can be no assurance that our business activities will
not ultimately subject us to regulation under the Investment Company Act. If we
were required to register as an investment company under the Investment Company
Act, we would become subject to regulations that would severely limit our
ability to pursue our operating strategies and have a negative effect on our
business.


                                       32
<PAGE>
              RISKS RELATING TO THE OFFERING AND OUR COMMON STOCK


PROVISIONS IN OUR CORPORATE DOCUMENTS AND DELAWARE LAW COULD DELAY OR PREVENT A
CHANGE IN CONTROL OF OUR COMPANY, WHICH COULD LOWER THE PRICE OF OUR COMMON
STOCK OR PREVENT A CHANGE OF CONTROL OF OUR COMPANY THAT YOU MAY FIND FAVORABLE



    We are subject to a variety of restrictions that could delay or prevent a
change in control of our company that stockholders may consider favorable, which
could reduce the market price for our common stock. These include:


    - provisions in our certificate of incorporation and bylaws that may make
      the acquisition of control of our company more difficult, including some
      relating to the nomination, election and removal of directors and
      limitations on actions by our stockholders;


    - rights of first refusal contained in shareholders agreements relating to
      our operating companies that may be triggered in the event we are acquired
      by a third party;


    - change of control provisions in our operating companies' credit agreements
      which could be triggered by a sale to a third party;

    - covenants contained in the IPO and Distribution Agreement that are
      designed to preserve the tax-free status of a distribution prohibit an
      acquisition of a controlling interest in us within two years following a
      distribution of our common stock to Motorola stockholders without
      triggering substantial indemnification obligations on our part; and

    - provisions in Delaware corporate law and our certificate of incorporation
      which will impose some restrictions on mergers and other business
      combinations between us and any holder of 15% or more of our outstanding
      common stock after Motorola reduces its ownership of our common stock.


For a description of these provisions and agreements, see "Our Relationship with
Motorola--IPO and Distribution Agreement" on page 168, "Our Relationships with
Our Operating Companies" on page 181, "Description of Capital Stock--Material
Provisions of the Restated Certificate of Incorporation and Bylaws" on page 217
and "Description of Capital Stock--Section 203 of the Delaware General
Corporation Law" on page 216.



SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET, BY MOTOROLA OR OTHER
STOCKHOLDERS, MAY DEPRESS THE PRICE OF OUR COMMON STOCK



    Sales of substantial amounts of our common stock in the public market, or
the perception that these sales might occur, could depress the price of our
common stock. In addition to the effect a significant price decline would have
on holders of our common stock, that decline would likely impede our ability to
raise capital through the issuance of additional shares of our common stock or
other equity securities and lessen our ability to use our stock as currency in
future acquisitions. In addition, Motorola has the sole discretion to determine
the timing, structure and all terms of a


                                       33
<PAGE>

distribution or other form of divestiture, each of which could affect the
trading of our common stock. Furthermore, Motorola and its transferees have the
right to require us to register their shares of our common stock under the U.S.
federal securities laws for sale into the public market. Substantial amounts of
our common stock may be sold in the open market in anticipation of, or
following, a divestiture of our common stock by Motorola. For a description of
these registration rights, see "Our Relationship with Motorola--Registration
Rights Agreement" on page 174.


OUR STOCK PRICE MAY FLUCTUATE SIGNIFICANTLY FOLLOWING THE OFFERING AND YOU COULD
LOSE ALL OR PART OF YOUR INVESTMENT AS A RESULT

    The market price of our common stock could be subject to significant
fluctuations in response to our operating results, changes in earnings estimated
by securities analysts or our ability to meet those estimates, publicity
regarding the telecommunications industry in general or any of our operating
companies and other factors. In particular, the risks described in this section,
including the possibility of substantial sales of our common stock and the
timing, structure and terms of Motorola's divestiture of its shares of our
common stock, could have a significant and adverse impact on the market price of
our common stock.


    In addition, the stock market in general, and the market for the stock of
telecommunications companies in particular, has experienced extreme volatility
that has often been unrelated to the operating performance of particular
companies. These broad market fluctuations may significantly reduce the trading
price of our common stock. As a result, you may be unable to resell your shares
at or above the initial public offering price, which will be determined through
negotiations among us, Motorola and the underwriters. You should read the
"Underwriting" section of this prospectus on page 229 for a more complete
discussion of the factors that we, Motorola and the underwriters will consider
in determining the initial public offering price.



    We have applied for quotation of our common stock on the Nasdaq National
Market. Approval for quotation on Nasdaq does not mean that a trading market for
our common stock will develop or, if a market does develop, the depth of the
trading market for our common stock or the prices at which our common stock will
trade in such market.



    After completion of the offering, and prior to any divestiture of our common
stock, Motorola will own at least 80% of our common stock. The liquidity of an
investment in our common stock could be substantially negatively affected by
repurchases of outstanding common stock by us or Motorola.


                                       34
<PAGE>
                           FORWARD-LOOKING STATEMENTS

    This prospectus contains forward-looking statements. Forward-looking
statements do not relate strictly to historical or current facts.
Forward-looking statements may be identified by the use of forward-looking words
or phrases such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe" and other words and terms of similar meaning. Forward-looking
statements are based on our current expectations and are subject to risks and
uncertainties.


    A number of important factors, including those risks and uncertainties
described under "Risk Factors," could affect future operating results and our
financial position and cause actual results to differ materially from those
expressed in the forward-looking statements. The risks and uncertainties
described under "Risk Factors" are not exhaustive. These and other developments
could cause our actual results to differ materially from those forecast or
implied in the forward-looking statements. You are cautioned not to place undue
reliance on these forward-looking statements.


                                       35
<PAGE>
                          OUR SEPARATION FROM MOTOROLA

PROPEL


    Propel, a corporation formed under the laws of the State of Delaware, was
created in 1999 to succeed to a substantial portion of the business conducted by
a division of Motorola known as the Network Management Group. The Network
Management Group originated within Motorola as a vehicle for accelerating the
worldwide development of the wireless communications market. One of Motorola's
core businesses is and has been as a global supplier of wireless communications
infrastructure equipment. Motorola's participation in the wireless industry as a
developer, operator and owner of wireless communications businesses was
undertaken with a view toward creating new infrastructure customers and further
developing relationships with its existing customers. As the worldwide market
for wireless communications has matured, this business purpose has created
conflicts with Motorola's infrastructure equipment business, as its customers
increasingly found themselves competing with Motorola's Network Management Group
business and its operating companies. Motorola has advised us that this is a
significant factor in its decision to separate this portion of the Network
Management Group through Propel.



    In the process of managing the Network Management Group, our management team
developed significant expertise in bidding for wireless communication licenses
and developing, operating and owning wireless communications networks in Latin
America, Europe/Middle East and Asia. This expertise and our operating companies
form the core of our business.


    CONTRIBUTION OF ASSETS.  Our assets will consist primarily of voting
securities in our operating companies. These securities are owned by Motorola
and various direct and indirect subsidiaries of Motorola. Motorola has already
initiated the process of separating Propel by transferring to us some of the
assets and liabilities that constitute our business. The transfer of
substantially all of these assets and liabilities will be completed before the
closing of the offering. The information presented in this prospectus, including
our financial statements, assumes the completion of these transfers.


    ASSETS NOT CONTRIBUTED.  Motorola will retain its interests in wireless
operating companies which we previously managed in Japan, Brazil and Honduras.
In addition, Motorola currently has direct investments in mobile radio operators
in Israel, as well as Australia, China, Colombia, Costa Rica, the Czech
Republic, Ecuador, Germany, India, Japan, Poland and Turkey. These investments
were made and are managed by business units within Motorola other than the
Network Management Group, as they are not cellular operations. However, mobile
two-way radio operators that offer their customers the ability to make and
receive telephone calls may compete against our operating companies, as is the
case with Motorola's mobile radio business in Israel. Motorola also owns
approximately 15% of Nextel Communications. Nextel Communications, through its
subsidiary, Nextel International, Inc., has mobile radio


                                       36
<PAGE>

operations and investments in many countries around the world, including
Argentina and Mexico.


SEPARATION FROM MOTOROLA


    MOTOROLA'S PLAN TO DIVEST PROPEL.  After completion of this offering,
Motorola will own about 84.5% of the outstanding shares of our common stock, or
about 82.6% if the underwriters exercise their over-allotment options in full.
Motorola has informed us that it currently expects to divest itself of its
entire interest in our common stock sometime during the twelve months following
this offering by distributing to the holders of its common stock all of the
shares of our common stock which it owns. Motorola expects to accomplish a
distribution by means of either an exchange offer in which its stockholders
would be invited to tender their shares of Motorola common stock in exchange for
shares of our common stock or a pro rata distribution of Motorola's shares of
our common stock to its stockholders, or by some combination of both
transactions. Motorola is free, however, to divest itself of shares of our
common stock through other means, which may include the sale of all or any
portion of Motorola's remaining interest in shares of our common stock in one or
more private sales or through subsequent public offerings.


    Motorola has also informed us that it will not complete a distribution of
our common stock to its stockholders if its board of directors determines that a
distribution is not in the best interests of Motorola and its stockholders.
Motorola has further advised us that the principal factors that it would
consider in making this determination, including the determination as to the
timing, structure and terms of a distribution or other form of divestiture,
include:

    - receipt of a ruling from the IRS to the effect that a distribution would
      be tax-free to Motorola, its affiliates and its stockholders and as to the
      other tax consequences of the transactions. Motorola has not yet applied
      for such a ruling;

    - the market price of our common stock;

    - the market price of Motorola's common stock;

    - the absence of any court orders or regulations prohibiting or restricting
      the completion of a distribution;

    - other conditions affecting our businesses or those of Motorola; and

    - the availability and advisability of other strategic alternatives,
      including a sale by Motorola of its shares of our common stock through
      means other than a distribution.


    Motorola has the sole discretion to determine the timing, structure and all
terms of a distribution or other form of divestiture. We have agreed to
cooperate with Motorola in all respects to complete a distribution or other form
of divestiture.


                                       37
<PAGE>

However, Motorola is not obligated to complete a distribution or other form of
divestiture within the twelve months following this offering or at all.



    Most of the operating company shareholders agreements to which we or our
subsidiaries are a party, and with respect to Portatel its bylaws, contain
rights of first refusal that may require us to sell our interests in these
operating companies if we undergo a change of control. This offering does not
trigger any rights of first refusal under the various shareholders agreements to
which we are a party. Upon a divestiture of our common stock by Motorola, a
change of control may be deemed to occur under the terms of these shareholders
agreements. These rights could allow the other shareholders in these operating
companies to purchase our equity interests at fair market value upon completion
of a distribution of our common stock to Motorola stockholders or any other form
of divestiture by Motorola.



    Although we have received waivers of these rights of first refusal from the
other shareholders of most of our operating companies in connection with a
distribution of our common stock to Motorola stockholders, these waivers may not
apply to other forms of a divestiture. If Motorola elects to effect a
divestiture that is not a distribution, we may be required to obtain new waivers
or be subject to the exercise of the rights of first refusal from most of the
other shareholders in our operating companies.



    In addition, we have not received waivers for our operating companies in
Argentina and Uruguay, and we have not yet received consent from our Hong Kong
operating company's shareholders to effect a distribution or other form of
divestiture of our common stock. If we are unable to obtain these waivers and
consents, it is possible that the other shareholders in our Argentina, Uruguay
and Hong Kong operating companies could exercise their rights of first refusal
to purchase our interests in those operating companies at fair market value upon
a distribution or other form of divestiture.



    Under the organizational documents of Tricom, our operating company in the
Dominican Republic, we could lose the enhanced voting rights of our Tricom
shares and the minority protections under the Tricom shareholders agreement as a
result of a distribution or other form of divestiture.



    In addition, the license under which our operating company in Israel
conducts business contains restrictions on Motorola's ability to divest our
common stock through means other than a distribution without governmental
approval.



    Prior to a distribution of our common stock to Motorola stockholders, we
must repay all of our non-ordinary course indebtedness to Motorola and its
affiliates. As of August 31, 2000, this indebtedness totaled approximately
$532.7 million. We may not have the funds in place to repay such indebtedness
within the time frame contemplated for a distribution, or at all.


                                       38
<PAGE>
    BENEFITS OF THE SEPARATION FOR PROPEL.  We believe that we will realize
benefits from this offering and our complete separation from Motorola. We
believe that our separation from Motorola will:

    - permit us to adopt aggressive investment and acquisition programs,
      unencumbered by conflicting business objectives of Motorola;

    - allow us to offer incentives to our employees that are more closely linked
      to our market performance, thereby seeking to improve employee performance
      and retention;

    - create an organizational structure through which we will have more direct
      access to capital markets;

    - allow us to focus on our core business strengths as an independent
      company; and

    - result in a simplified internal structure.


    BENEFITS OF THE SEPARATION FOR MOTOROLA.  As the worldwide market for
wireless communications has matured, Motorola, through the Network Management
Group and its operating companies, has increasingly found itself competing
against many of its infrastructure equipment customers for wireless licenses in
international markets and in the operation of wireless communications
businesses. In addition, Motorola encountered difficulties in selling its
network infrastructure equipment to our operating companies' competitors. A
distribution of our common stock to Motorola stockholders or other divestiture
will allow Motorola stockholders to realize the value of our business, while
freeing Motorola from many potential conflicts with customers for its wireless
communications infrastructure equipment.



    SEPARATION AND TRANSITIONAL ARRANGEMENTS.  We and Motorola, and, in some
cases, our and their affiliates, have entered into or will, prior to the
completion of this offering, enter into various agreements providing for the
separation of our company from Motorola. These agreements generally will become
effective at the time of this offering and provide for, among other things, the
transfer from Motorola to us of those assets comprising our business and the
assumption by us of those liabilities relating to our business. These agreements
also govern various transitional and ongoing relationships between the parties,
including agreements by Motorola to provide various transitional services to us.
We believe that these services will generally be provided on terms and
conditions comparable to those granted to an unaffiliated third party for
similar services. However, because these agreements were negotiated in the
context of a parent-subsidiary relationship, the prices charged to us under
these agreements may be higher or lower than the prices that may be charged by
unaffiliated third parties for similar services.


                                       39
<PAGE>
                                USE OF PROCEEDS


    We estimate that we will receive net proceeds from the offering of about $
million, or about $      million if the underwriters exercise their
over-allotment options in full, after deducting underwriting discounts and other
offering expenses payable by Propel. For purposes of this calculation, we have
assumed an initial public offering price of $18.00 per share, the midpoint of
the range contained on the cover of this prospectus. We intend to use the net
proceeds from this offering as follows:



    - approximately $    million to repay indebtedness (which, together with
      other intercompany debt, represents the portion of Motorola's total
      outstanding debt estimated to be attributable to the Network Management
      Group) owed to Citibank, N.A., which is due in November 2000 and bears
      interest at a rate of    %;



    - approximately $   million to repay a portion of our $   million of
      indebtedness to Motorola, which is due on dates ranging from    to    and
      bears interest at rates ranging from    % to    %; and



    - to fund our ongoing business operations, the funds for which were
      previously supplied to us by Motorola, for acquisitions of additional
      wireless communications licenses and to expand our portfolio of assets,
      and for general corporate purposes, including working capital and capital
      expenditures.



    Following the uses described above, we will have broad discretion to use the
remainder the proceeds as we see fit. Pending these uses we will invest the net
proceeds we receive from this offering in interest-bearing, investment-grade
securities. For more information, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Financial Condition" on page 79.


                                DIVIDEND POLICY


    We do not expect to pay dividends on our common stock for the foreseeable
future. We anticipate that all of our future earnings, if any, will be used for
the expansion and operation of our business. Our board of directors has the sole
discretion to declare any dividends based upon our financial condition, results
of operations, cash flow, dividends paid to us by our operating companies, if
any, the level of our capital expenditures, our future business prospects and
other factors. In addition, we may be restricted in our ability to declare and
pay dividends by the terms of any credit facility or other financial instrument
that we elect to enter into from time to time. We are not currently subject to
any such restriction but this may not continue to be the case.



    The extent to which dividends can be paid to us by some of our operating
companies is dependent on local regulatory restrictions and on the terms of any
credit facility or other financial instrument that they elect to enter into from
time to time, which may restrict payment of dividends. Our operating companies
in Azerbaijan, the Dominican Republic, Egypt, Hong Kong, Lithuania, Mexico and
Pakistan are currently subject to such contractual restrictions. For more
information, see "Our Relationships with Our Operating Companies" on page 181
and "Regulation" on page 198.


                                       40
<PAGE>
                                 CAPITALIZATION


    The following table presents our cash and cash equivalents and
capitalization as of June 30, 2000:


    - on an actual basis;


    - on a pro forma basis, reflecting our acquisition of the remaining
      ownership interest in Baja Celular, which owns a 68% interest in its
      subsidiary Movitel, and related transactions; and



    - on a pro forma, as adjusted basis, reflecting our acquisition of the
      remaining ownership interest in Baja Celular, and related transactions,
      giving effect to the sale of 23,500,000 shares of common stock in this
      offering at an assumed initial public offering price of $18.00 per share,
      the midpoint of the range set forth on the cover of this prospectus, the
      grant of an estimated 900,811 shares of restricted stock to Propel
      employees and the application of the net proceeds from such sale.



    You should read this information in conjunction with "Unaudited Pro Forma
Condensed Combined Financial Statements" on page 45, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on page 53 and
the financial statements and related notes included elsewhere in this
prospectus.



<TABLE>
<CAPTION>
                                                                 JUNE 30, 2000
                                                      -----------------------------------
                                                                              PRO FORMA,
                                                       ACTUAL    PRO FORMA    AS ADJUSTED
                                                       ------    ---------    -----------
                                                                 (IN MILLIONS)
<S>                                                   <C>        <C>          <C>
Cash and cash equivalents...........................  $   23.8    $   48.5     $
                                                      ========    ========     ========
DEBT:
  Notes payable and long-term debt, including
    related parties and current maturities..........  $  172.7    $  536.3     $
STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value, no shares
    authorized,
    issued or outstanding on an actual and pro forma
    basis, 5,000,000 shares authorized and no shares
    issued and outstanding on a pro forma, as
    adjusted basis..................................        --          --           --
  Common stock, $.01 par value, 500,000,000 shares
    authorized and 128,000,000 shares issued and
    outstanding on an actual and pro forma basis,
    500,000,000 shares authorized and
    152,400,811 shares issued and outstanding on a
    pro forma, as adjusted basis....................
  Additional paid-in capital........................        --          --
  Stockholder's net equity..........................   1,001.5     1,001.5
  Accumulated other comprehensive income (loss), net
    of tax..........................................     (94.0)      (94.0)
                                                      --------    --------     --------
    Total stockholder's equity (deficit)............     907.5       907.5
                                                      --------    --------     --------
      Total capitalization..........................  $1,080.2    $1,443.8     $
                                                      ========    ========     ========
</TABLE>



    We are required to refinance or repay the related party portion of our
indebtedness, which as of June 30, 2000 on a pro forma, as adjusted basis
totaled approximately $     million, prior to a distribution of our common stock
to Motorola stockholders. We may not be able to refinance this indebtedness on
similar terms and conditions or at all. Our inability to refinance this
indebtedness could delay or prevent a distribution or other form of divestiture.


                                       41
<PAGE>
                  SELECTED FINANCIAL AND OTHER OPERATING DATA


    The following table presents our selected historical consolidated financial
and other operating data. The historical statement of operations and cash flow
data for 1997, 1998 and 1999 and balance sheet data as of December 31, 1998 and
1999 are derived from our audited consolidated financial statements included
elsewhere in this prospectus, which were audited by KPMG LLP, whose report
indicated a reliance on other auditors with respect to financial statements of
some affiliates of Propel that are accounted for in Propel's consolidated
financial statements using the equity method of accounting, as indicated in
their report. The statement of operations and cash flow data for the years ended
December 31, 1995 and 1996 and the balance sheet data as of December 31, 1995,
1996 and 1997 are derived from our unaudited consolidated financial statements,
which in the opinion of our management reflect all adjustments necessary to
present fairly the financial data for such periods and as of such dates. In
addition, the statement of operations and cash flow data for the six months
ended June 30, 1999 and 2000, and the balance sheet data as of June 30, 2000 are
derived from our unaudited consolidated financial statements.


    In the opinion of Propel's management, such unaudited financial statements
reflect all adjustments, consisting of normal recurring adjustments, necessary
to present fairly the financial data for such periods and as of such date.
Results for any interim period are not necessarily indicative of the results to
be expected for the entire year.


    The data in this table primarily reflect the results of operations and
financial position of Propel and our consolidated subsidiaries. The results of
operations of our nonconsolidated operating companies are reflected in our
statement of operations data under "Share of earnings (losses) of affiliates"
and in our balance sheet data under "Investments in and advances to affiliates."
As of June 30, 2000, Norcel, Cedetel and our wholly owned Israeli subsidiary
that includes the WDS business were our only consolidated businesses. Our
operating companies in Mexico, Chile and Israel have presented their financial
statements reflecting the impact of price level changes as allowed under
applicable SEC rules. We have eliminated the effects of inflationary accounting
when including the results of operations of these companies in the line item
"Share of earnings (losses) of affiliates" of our consolidated financial
statements and in the proportionate data of our operating companies.



    The table includes our proportionate share in the results of operations of
all our operating companies, including our wholly owned subsidiaries. Our
proportionate share of subscribers is the aggregate total calculated by
multiplying the subscriber information of each of our operating companies by our
economic ownership interest in that operating company at the end of the
reporting period. Our proportionate share of our operating companies' revenues
or adjusted EBITDA is the aggregate total calculated by multiplying U.S. dollar
and U.S. GAAP-reconciled revenue or adjusted EBITDA information and, in the
cases of Mexico, Chile and Israel, eliminating the effects of inflationary
accounting, from that operating company, as the


                                       42
<PAGE>

case may be, by our weighted average economic ownership interest in that
operating company during the reporting period. Proportionate data is not
contemplated under general accounting principles.



    Net earnings (loss) per share was calculated by dividing the net earnings
(loss) for each period by the weighted average number of shares of our common
stock to be outstanding at the time of the offering, excluding shares of
restricted stock and options to purchase our common stock that will be granted
at the time of the offering. Pro forma net earnings (loss) per share have been
calculated in accordance with SEC rules for initial public offerings. Such rules
require that the weighted average share calculation give retroactive effect to
the number of shares whose proceeds will be used to pay any dividend or repay
any debt owed to Motorola.



    Adjusted EBITDA is defined as net earnings (loss) before interest, taxes,
depreciation and amortization, and other nonoperating income (expense) net.
Adjusted EBITDA is an indicator used by management to measure our performance
and ability to generate cash flow. Adjusted EBITDA does not represent cash flows
for the period and is not an alternative to operating or net income as an
indicator of operating performance or liquidity. You should not consider it
alone or as a substitute for measures of performance prepared in accordance with
generally accepted accounting principles. Our computation of adjusted EBITDA may
not be comparable to the computation of similarly titled measures reported by
other companies.



    For more information about the performance of our operating companies on a
proportionate basis, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Supplemental Information Regarding
Proportionate Results of Operations" on page 66. You should read the information
set forth below in conjunction with "Unaudited Pro Forma Condensed Combined
Financial Statements" on page 45, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on page 53 and the financial
statements and related notes included elsewhere in this prospectus.


                                       43
<PAGE>


<TABLE>
<CAPTION>
                                                                                                      SIX MONTHS ENDED
                                                            YEAR ENDED DECEMBER 31,                       JUNE 30,
                                              ----------------------------------------------------   -------------------
                                                1995       1996       1997       1998       1999       1999       2000
                                                ----       ----       ----       ----       ----       ----       ----
                                                            (IN MILLIONS; EXCEPT SUBSCRIBERS IN THOUSANDS)
<S>                                           <C>        <C>        <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................................    $152.8     $167.9    $ 160.9    $  226.3   $  379.2    $207.2    $  170.4
Cost of services and products..............     116.7      144.5      120.1       167.8      293.3     166.0       120.9
Selling, general, and administrative
  expenses.................................      44.5       46.6       52.6        54.9       79.8      37.6        44.0
Depreciation and amortization..............      27.7       21.3       28.2        33.0       37.6      18.4        21.9
                                               ------     ------    -------    --------   --------    ------    --------
Operating income (loss)....................     (36.1)     (44.5)     (39.9)      (29.4)     (31.5)    (14.9)      (16.3)
Share of earnings (losses) of affiliates...      62.1       55.7       44.2        54.0         26      11.6         6.9
Interest expense...........................       9.0        6.8        6.6        12.9        9.8       4.9         6.7
Other (income) expense.....................       9.2      (16.7)     (50.2)      (25.4)     (46.6)     (5.8)        4.2
                                               ------     ------    -------    --------   --------    ------    --------
Earnings (loss) before income taxes........       7.8       21.0       47.8        37.1       31.3      (2.3)      (20.4)
Income tax expense (benefit)...............      (9.4)     (10.7)       7.7        (0.3)      16.5       4.5        (8.1)
                                               ------     ------    -------    --------   --------    ------    --------
Net earnings (loss)........................    $ 17.2     $ 31.7    $  40.2    $   37.4   $   14.8    $ (6.8)   $  (12.3)
                                               ======     ======    =======    ========   ========    ======    ========
Net earnings (loss) per share..............    $  .13     $  .25    $   .31    $    .29   $    .12    $ (.05)   $   (.10)
Weighted average shares outstanding........     128.0      128.0      128.0       128.0      128.0     128.0       128.0
Pro forma earnings (loss) per share........                                               $           $         $
Pro forma weighted average shares
  outstanding..............................

CASH FLOW DATA:
Cash provided by (used in):
  Operating activities.....................    $  7.4     $ 13.3    $  (7.3)   $  (18.6)  $  (11.8)   $ (1.6)   $    8.6
  Investing activities.....................     (36.1)     (34.4)    (161.1)      (90.9)     (33.5)    (30.4)      (29.3)
  Financing activities.....................      28.8       21.1      175.5       106.8       42.5      18.1        26.4

OTHER DATA:
Adjusted EBITDA............................    $ (8.4)    $(23.2)   $ (11.8)   $    3.6   $    6.1    $  3.6    $    5.6
Proportionate subscribers..................       287        566      1,050       1,573      2,497    $1,964    $  2,996
Proportionate revenues.....................     413.5      660.6    $ 878.7    $1,057.7   $1,237.3     568.4    $  714.8
Proportionate adjusted EBITDA..............     167.2      208.4      255.1       305.9      212.8     100.1       158.2
Proportionate debt (at period end).........     126.8      174.6      276.9       392.3      882.4     878.3       960.4

BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents..................    $  2.6     $  9.2    $  16.3    $   13.5   $   18.8              $   23.8
Investments in and advances to
  affiliates...............................     280.2      360.4      467.6       584.6      612.3                 635.7
Total assets...............................     585.2      655.1      925.6     1,069.9    1,840.6               1,370.4
Notes payable and long-term debt, including
  related parties and current maturities...      75.8       81.0       88.6        94.1      152.3                 172.7
Stockholder's equity.......................     389.4      466.9      676.0       783.7    1,192.7                 909.9
</TABLE>


                                       44
<PAGE>
          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS


    In July of 2000, Network Ventures II, Inc., a wholly owned subsidiary of
Motorola which will be contributed to Propel prior to the closing of this
offering, acquired the remaining interest it did not already own in Baja Celular
Mexicana S.A. de C.V., or Baja Celular, for a total purchase price of
$335.0 million.



    Baja Celular owns a 68% interest in Movitel del Noroeste, MoviCelular, and
MoviServicios, which collectively we call Movitel, and accordingly consolidates
Movitel for accounting purposes. Prior to the acquisition, Propel also owned a
22% direct interest in Movitel. As a result of this acquisition, Propel owns
100% of Baja Celular and its total direct and indirect ownership interest in
Movitel is 90%. Prior to the acquisition, Propel accounted for its interests in
Baja Celular and Movitel using the equity method of accounting. Baja Celular and
Movitel are now consolidated subsidiaries of Propel.



    The unaudited pro forma condensed combined statements of operations assume
the acquisition was completed as of January 1, 1999. The unaudited pro forma
condensed combined balance sheet assumes the acquisition was completed as of
June 30, 2000. The acquisition will be accounted for under the purchase method
of accounting. These unaudited pro forma condensed combined financial statements
also give effect to the purchase accounting adjustments resulting from the
acquisition.



    We are providing the unaudited pro forma condensed combined financial
information for illustrative purposes only. You should not rely on the unaudited
pro forma condensed combined financial information as being indicative of the
results that would have been achieved had these companies always been combined
or of the future results or financial condition that these combined companies
will experience. This information should be read in connection with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on page 53 and in conjunction with the financial statements and
related notes included elsewhere in this prospectus.


                                       45
<PAGE>

              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET



                                 JUNE 30, 2000



                             (DOLLARS IN MILLIONS)



<TABLE>
<CAPTION>
                                                                            BAJA
                                                              PROPEL      CELULAR
                                                            HISTORICAL   HISTORICAL   ADJUSTMENTS              PRO FORMA
                                                            ----------   ----------   -----------              ---------
                                                              NOTE 1       NOTE 1
<S>                                                         <C>          <C>          <C>           <C>        <C>
ASSETS
  CURRENT ASSETS:
    Cash and cash equivalents.............................   $   23.8      $ 24.6       $    --                $    48.5
    Accounts receivable...................................       47.7        33.0          (2.1)      (2a)          78.6
    Inventory.............................................       21.1         9.4            --                     30.5
    Other current assets..................................        5.5          --            --                      5.5
                                                             --------      ------       -------                ---------
      TOTAL CURRENT ASSETS................................       98.1        67.0          (2.1)                   163.1
    Property and equipment, net...........................      124.6        94.7            --                    219.3
    Investment securities.................................      189.7          --            --                    189.7
    Investments in and advances to affiliates.............      635.7          --          (9.9)      (2b)         588.2
                                                                                          (37.6)      (3a)
    Intangible assets, net................................      308.2        25.5         (12.2)      (3a)         752.0
                                                                                           (0.8)      (3a)
                                                                                          308.8       (3b)
                                                                                          122.6       (3d)
    Other assets..........................................       10.1          --            --                     10.1
                                                             --------      ------       -------                ---------
        TOTAL ASSETS......................................   $1,366.4      $187.2       $ 368.7                $ 1,922.3
                                                             ========      ======       =======                =========
LIABILITIES AND STOCKHOLDER'S EQUITY
  CURRENT LIABILITIES:
    Accounts payable......................................       32.0        44.1          (2.1)      (2a)          74.0
    Accrued liabilities...................................       39.2          --            --                     39.2
    Notes payable and current portion of long-term debt...       45.0         7.0         335.0        (4)         387.1
    Other current liabilities.............................         --        15.1            --                     15.1
                                                             --------      ------       -------                ---------
      TOTAL CURRENT LIABILITIES...........................      116.2        66.1         333.0                    515.3

  LONG-TERM LIABILITIES:
    Long term debt, less current portion..................      127.7        21.5            --                    149.2
    Deferred tax liabilities..............................      204.7         8.2         122.6       (3c)         335.5
    Other noncurrent liabilities..........................       10.3        14.4          (9.9)      (2b)          14.8
                                                             --------      ------       -------                ---------
  TOTAL LIABILITIES.......................................   $  458.9      $110.2       $ 445.6                $ 1,014.8
                                                             --------      ------       -------                ---------
STOCKHOLDER'S EQUITY:
  Common stock............................................   $     --      $ 36.3       $ (36.3)      (3a)     $      --
  Stockholder's net equity................................    1,001.5          --            --                  1,001.5
  Accumulated other comprehensive income (loss)...........      (94.0)       40.7         (40.7)      (3a)         (94.0)
                                                             --------      ------       -------                ---------
  TOTAL STOCKHOLDER'S EQUITY..............................   $  907.5        76.9         (76.9)                   907.5
                                                             --------      ------       -------                ---------
        TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY........   $1,366.4      $187.2       $ 368.7                $ 1,922.3
                                                             ========      ======       =======                =========
</TABLE>


   See accompanying notes to unaudited pro forma condensed combined financial
                                  statements.

                                       46
<PAGE>

         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS



                         SIX MONTHS ENDED JUNE 30, 2000



                     (IN MILLIONS EXCEPT PER SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                               BAJA
                                 PROPEL      CELULAR
                               HISTORICAL   HISTORICAL   ADJUSTMENTS              PRO FORMA
                               ----------   ----------   -----------              ---------
                                 NOTE 1       NOTE 1
<S>                            <C>          <C>          <C>           <C>        <C>
Revenues....................    $ 170.4      $ 114.3      $   (7.6)       (2a)     $  277.1

Operating expenses:
  Cost of services and
    products................      120.9         49.0          (6.8)       (2a)        163.1
  Selling, general, and
    administrative..........       44.0         24.3          (0.8)       (2a)         67.5
  Depreciation and
    amortization............       21.9         13.5          14.1         (5)         49.5
                                -------      -------      --------                 --------
Total operating expenses....      186.7         86.8           6.5                    280.1
                                -------      -------      --------                 --------

Operating income (loss).....      (16.3)        27.4         (14.1)                    (3.0)
Share of earnings (losses)
  of affiliates.............        6.9           --          (6.9)        (6)           --
Interest expense............        6.7         (0.5)         11.7         (7)         17.9
Other (income) expense,
  net.......................        4.2         11.5          (3.6)        (8)         12.0
                                -------      -------      --------                 --------

Earnings (loss) before
  income taxes..............      (20.4)        16.5         (29.0)                   (32.9)
Income tax expense
  (benefit).................       (8.1)         7.2          (9.5)        (9)        (10.3)
                                -------      -------      --------                 --------
Net earnings (loss).........    $ (12.3)     $   9.3      $  (19.5)                $  (22.6)
                                =======      =======      ========                 ========
Pro forma earnings (loss)
  per share.................                                                       $   (.18 ) (10)
                                                                                   ========
Weighted average shares.....                                                          128.0
                                                                                   ========
</TABLE>


   See accompanying notes to unaudited pro forma condensed combined financial
                                  statements.

                                       47
<PAGE>
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 1999


                     (IN MILLIONS EXCEPT PER SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                               BAJA
                                 PROPEL      CELULAR
                               HISTORICAL   HISTORICAL   ADJUSTMENTS              PRO FORMA
                               ----------   ----------   -----------              ---------
                                 NOTE 1       NOTE 1
<S>                            <C>          <C>          <C>           <C>        <C>
Revenues....................    $  379.2     $  187.8     $   (0.6)       (2a)     $  566.4

Operating expenses:
  Cost of services and
    products................       293.3        100.6         (0.6)       (2a)        393.2
  Selling, general, and
    administrative..........        79.8         38.3           --                    118.1
  Depreciation and
    amortization............        37.6         22.3         28.7         (5)         88.6
                                --------     --------     --------                 --------
Total operating expenses....       410.7        161.2         28.1                    600.0
                                --------     --------     --------                 --------

Operating income (loss).....       (31.5)        26.6        (28.7)                   (33.6)
Share of earnings (losses)
  of affiliates.............        26.0           --         (8.0)        (6)         18.0
Interest expense............         9.8          0.4         23.4         (7)         33.5
Other (income) expense,
  net.......................       (46.6)        (3.2)         1.2         (8)        (48.6)
                                --------     --------     --------                 --------
Earnings (loss) before
  income taxes..............        31.3         29.4        (61.3)                    (0.5)
Income tax expense
  (benefit).................        16.6         11.9        (19.0)        (9)          9.4
                                --------     --------     --------                 --------
Net earnings (loss).........    $   14.8     $   17.6     $  (42.3)                $  (10.0)
                                ========     ========     ========                 ========
Pro forma earnings (loss)
  per share.................                                                       $   (.08 ) (10)
                                                                                   ========
Weighted average shares.....                                                          128.0
                                                                                   ========
</TABLE>


   See accompanying notes to unaudited pro forma condensed combined financial
                                  statements.

                                       48
<PAGE>
                                  PROPEL, INC.

                NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                              FINANCIAL STATEMENTS


                             (DOLLARS IN THOUSANDS)


1.  HISTORICAL FINANCIAL STATEMENTS


    Represents the historical consolidated balance sheet and statements of
operations of Propel and Baja Celular consolidated with Movitel adjusted to U.S.
GAAP, presented in U.S. dollars and eliminating the effects of inflationary
accounting.


2.  INTERCOMPANY ELIMINATION


    a.  Eliminates intercompany balances and activity between consolidated Baja
        Celular and Propel.



    b.  Eliminates Propel direct investment in Movitel and Baja Celular minority
        interest reflecting Propel's direct investment.


3.  ACQUISITION


    The acquisition will be accounted for under the purchase method of
accounting. The purchase price for the acquisition will be determined based on
the cash paid, liabilities assumed and acquisition related costs to the extent
of the increase in ownership acquired in Baja Celular consolidated with Movitel.
The purchase price will be allocated to the assets acquired based on their
estimated fair values. The excess of the purchase price over the assets acquired
will be recorded as goodwill and amortized over 20 years. The allocation of the
purchase price reflects the estimated fair value of the portion of the assets
and liabilities acquired based upon information available at the date of the
preparation of the accompanying unaudited pro forma condensed combined financial
statements. Such allocations will be adjusted upon final determination of such
fair values. A portion of the purchase price has been allocated to certain
intangible assets such as customer base, workforce, brand name and license cost.
Incidental costs related to the acquisition are not expected to be material.
Management does not anticipate that the final allocation will vary materially
from the preliminary allocation.


Allocation of purchase price:


<TABLE>
<S>                                                 <C>
Carrying value of Baja Celular net assets acquired
  excluding Propel share of goodwill and other
  intangibles.....................................  $  26,296 (a)
Fair value of intangible assets acquired..........    308,754 (b)
Deferred income taxes.............................   (122,575)(c)
Goodwill..........................................    122,575 (d)
                                                    ---------
Total purchase price..............................  $ 335,050
                                                    =========
</TABLE>


                                       49
<PAGE>
                                  PROPEL, INC.

                NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                        FINANCIAL STATEMENTS (CONTINUED)


                             (DOLLARS IN THOUSANDS)


3.  ACQUISITION (CONTINUED)

    a.  Fair value of assets of Baja Celular acquired consists of the net assets
       of Baja Celular as follows:



<TABLE>
<S>                                                  <C>
Net assets of Baja Celular.........................  $ 76,921
Net assets applicable to Propel ownership prior to
  the acquisition..................................   (37,598)
                                                     --------
Carrying value of Baja Celular net assets
  acquired.........................................    39,323
Less goodwill of Baja Celular applicable to Propel
  interest acquired................................   (12,224)
Less other intangible assets of Baja Celular
  applicable to Propel interest acquired...........      (803)
                                                     --------
Baja Celular net assets acquired excluding goodwill
  and other intangible assets......................  $ 26,296
                                                     ========
In addition, this entry eliminates the historical
  equity of Baja Celular.
</TABLE>



    b.  Excess of purchase price over fair value of net assets of Baja Celular
       is being allocated to intangible assets including values attributable to
       customer list, trained workforce, brand name, and to license costs for
       purposes of these unaudited pro forma condensed combined financial
       statements as follows:



<TABLE>
<S>                                                  <C>
Purchase price.....................................  $335,050
Fair value of Baja Celular net assets acquired
  excluding Propel share of goodwill and other
  intangibles......................................   (26,296)
                                                     --------
Value assigned to other intangible assets..........  $308,754
                                                     ========

Intangible asset values attributable to:
  (1) Customer list................................  $ 35,970
  (2) Trained workforce............................     7,507
  (3) Brand name...................................    13,602
  (4) License cost.................................   251,675
                                                     --------
Total value assigned to intangible assets..........  $308,754
                                                     ========
</TABLE>



    c.  Represents deferred tax on the excess of the book basis over the tax
       basis of the identifiable intangible assets computed at an income tax
       rate of 39.7%.



    d.  Goodwill results from the excess of the purchase price over the fair
       value of the net assets acquired and will be amortized over 20 years.


                                       50
<PAGE>
                                  PROPEL, INC.

                NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                        FINANCIAL STATEMENTS (CONTINUED)


                             (DOLLARS IN THOUSANDS)



4.  ACQUISITION FINANCING



    Propel financed the acquisition through a short-term credit facility
provided by Motorola at an annual interest rate equal to the three month LIBOR
plus 0.25% payable quarterly in arrears. For the quarter ending September 30,
2000, the annual interest rate is 6.98%.



5.  AMORTIZATION EXPENSE ON INTANGIBLES



    Reflects amortization expense as follows:



<TABLE>
<CAPTION>
                                            YEAR ENDED      SIX MONTHS
                              ASSET LIFE   DECEMBER 31,       ENDED
                               IN YEARS        1999       JUNE 30, 2000
                               --------        ----       -------------
<S>                           <C>          <C>            <C>
Amortization of license
  cost......................      20         $12,584         $ 6,292
Amortization of customer
  list attributed value.....       4           8,992           4,496
Amortization of trained
  workforce attributed
  value.....................       5           1,502             751
Amortization of brand name
  attributed value..........      10           1,360             680
Amortization of goodwill....      20           6,129           3,064
                                  --         -------         -------
Total consolidated Propel
  amortization expense......                 $30,567         $15,283
Less amortization of
  goodwill and other
  intangible assets recorded
  by Baja Celular applicable
  to Propel's ownership
  interest..................                  (1,850)         (1,177)
                                  --         -------         -------
Amortization expense
  adjustment................                 $28,717         $14,107
                                             =======         =======
</TABLE>


6.  EQUITY IN EARNINGS


    Eliminates Propel's equity in earnings of Baja Celular, which was formerly
accounted for under the equity method and after the acquisition will be
accounted for as a consolidated subsidiary of Propel.



7.  INTEREST EXPENSE ON CREDIT FACILITY



    Reflects interest expense on $335,050 of acquisition debt at an annual
interest rate of 6.98%. Annual interest expense equals $23,386 and interest for
the six months


                                       51
<PAGE>
                                  PROPEL, INC.

                NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                        FINANCIAL STATEMENTS (CONTINUED)


                             (DOLLARS IN THOUSANDS)



7.  INTEREST EXPENSE ON CREDIT FACILITY (CONTINUED)


ended June 30, 2000 equals $11,693. Interest on the debt accrues at a rate equal
to the three-month LIBOR plus 0.25%. If the interest rate were to vary by
0.125%, interest expense would change by $419 for 1999 or $209 for the six
months ended June 30, 2000.


8.  MINORITY INTERESTS

    The minority interest related to Propel's direct investment in Movitel is
eliminated as it was included under the line item "Share of earnings (losses) of
affiliates" in Propel's consolidated financial statements prior to the
acquisition.

9.  INCOME TAXES

    Records tax benefit for pro forma adjustments for interest and amortization
of other identifiable intangible assets using a tax rate of 39.7%.

10. PRO FORMA EARNINGS (LOSS) PER SHARE


    Pro forma earnings (loss) per share for the year ended December 31, 1999 and
the six months ended June 30, 2000 have been calculated by dividing net earnings
(loss) by the weighted average shares outstanding, excluding shares of
restricted stock and options to purchase our common stock that will be granted
at the time of the offering.


                                       52
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

OVERVIEW OF OPERATIONS


    We develop, operate and own interests in wireless communications businesses
in targeted markets throughout the world. Over the past 15 years, our culturally
diverse and multilingual team has grown our wireless communications business by
adding subscribers in existing markets and extending our geographic footprint
into new markets in our targeted regions. Our operating companies are
concentrated in Latin America, the Middle East and Asia, providing us with a
strong regional presence in which to use our strategic relationships and
operational experience to position us for future expansion. Our operating
companies currently offer wireless services in Mexico, Israel, Hong Kong, Egypt,
Argentina, Lithuania, Jordan, Chile, the Dominican Republic, Pakistan, Uruguay
and Azerbaijan. We believe that many of our operating companies hold leading
positions in their licensed territories based on their number of subscribers.


BASIS OF PRESENTATION


    Our consolidated financial statements included in this prospectus have been
prepared in accordance with U.S. GAAP. The financial statements included in this
prospectus for some operating companies have been prepared in accordance with
local generally accepted accounting principles or under international accounting
standards. A reconciliation of U.S. GAAP is included in each such operating
company's financial statements. Our operating companies in Mexico, Chile and
Israel have presented their financial statements reflecting the impact of price
level changes as allowed under applicable SEC rules. We have eliminated the
effects of inflationary accounting when including the results of operations of
these operating companies in the line item "Share of earnings (losses) of
affiliates" of our consolidated financial statements and in the proportionate
data of our operating companies. For more information, see the financial
statements and notes included elsewhere in this prospectus.



    Our consolidated financial statements reflect a calendar fiscal year. In
accordance with generally accepted accounting principles, we consolidate the
revenues and expenses of our controlled subsidiaries. We use the equity method
of accounting to record the operating results of entities over which we exercise
significant influence, but do not have a controlling interest.


                                       53
<PAGE>

    The following table sets out our direct and indirect equity ownership
percentages in our operating companies and complementary businesses as of
June 30, 2000 and the accounting method we use to account for them, by region:



<TABLE>
<CAPTION>
                                      PROPEL       ACCOUNTING
OPERATING COMPANY NAME              OWNERSHIP        METHOD
----------------------              ---------        ------
<S>                                 <C>          <C>
LATIN AMERICA
  Baja Celular....................     48.9%     Equity Method
  Movitel.........................     55.3%     Equity Method
  Norcel..........................    100.0%     Consolidated
  Cedetel.........................    100.0%     Consolidated
ARGENTINA--Movicom Argentina......     25.0%     Equity Method
CHILE--ETP........................     25.0%     Equity Method
DOMINICAN REPUBLIC--Tricom........     26.5%     Equity Method
URUGUAY--Movicom Uruguay..........     32.0%     Equity Method
SOUTHERN MEXICO--Portatel.........     21.7%     Equity Method
EUROPE/MIDDLE EAST
ISRAEL--Pelephone.................     50.0%     Equity Method
EGYPT--MobiNil....................     18.0%     Equity Method
LITHUANIA--Omnitel................     35.0%     Equity Method
JORDAN--Fastlink..................     26.1%     Equity Method
AZERBAIJAN--Bakcell...............     33.3%     Equity Method
ASIA
HONG KONG--Hutchison Telephone....     25.1%     Equity Method
PAKISTAN--Mobilink................     30.0%     Equity Method
COMPLEMENTARY BUSINESSES
WIRELESS DISTRIBUTION SERVICES....    100.0%     Consolidated
KOREA TELECOM FREETEL.............      1.9%     Cost Basis
ZEPHYR TELECOMMUNICATIONS.........     16.8%     Cost Basis
</TABLE>



    Our ownership percentages reflect our economic, rather than direct,
ownership percentage. On July 11, 2000, we completed an acquisition which
resulted in our direct ownership of Baja Celular increasing to 100% and our
direct and indirect ownership of Movitel increasing to 90%. We began to
consolidate the financial results of Baja Celular and Movitel on that date.



    However, our ownership percentage for Azerbaijan reflects our ownership
interest in GTIB 1996, Ltd., a holding company which owns 75% of Bakcell and
purchases cellular infrastructure and handsets and sells this equipment to
Bakcell, our operating company in Azerbaijan. In addition, GTIB provides
management services to Bakcell for a fee. Through our direct ownership of GTIB,
our economic ownership percentage in Bakcell is 25%.



    Our 16.8% ownership in Zephyr Telecommunications is calculated on a fully
diluted basis.


                                       54
<PAGE>

    Beginning in the first quarter of 2001, we intend to transition to the
reporting of our share of equity earnings of non-U.S. affiliates to a one-month
lag in order to facilitate timely financial reporting.



    Tables and other data presented in this section and the "Business" section
which begins on page 98 may not total due to rounding.


OPERATING REVENUES AND EXPENSES


    The following section discusses sources of our revenue and those of our
operating companies. Through June 30, 2000, our consolidated financial
statements contain consolidated revenues from Norcel, Cedetel and WDS. Our
remaining operating company revenue is accounted for under "Share of earnings
(losses) of affiliates" in our financial statements.


    Operating revenues of our operating companies primarily consist of:

    - SERVICE REVENUES. Service revenues consist primarily of wireless service
      revenues, which include charges for incoming and outgoing airtime use,
      monthly network access fees, activation fees, long distance, roaming
      charges, value-added services, including call waiting and caller
      identification, and Internet and other complementary services.

    - SUBSCRIBER EQUIPMENT REVENUES. Subscriber equipment revenues consist of
      revenues from sales of wireless handsets and related accessories. Our
      operating companies' sale of this equipment is ancillary to the sale of
      wireless service. Most of our operating companies often sell wireless
      handsets at subsidized prices, either at or below cost, as an incentive to
      attract new subscribers. Some of our operating companies require these
      subscribers to sign long-term contracts in an attempt to offset the
      subsidized portion of their handset costs.


    GTIB, the holding company through which we own our interest in Bakcell, our
operating company in Azerbaijan, derives its revenue through sales of cellular
infrastructure and handsets to Bakcell and provides management services to
Bakcell for a fee. GTIB increased its ownership in Bakcell and, as a result,
began to consolidate the financial results of Bakcell in the second quarter of
2000.



    Pelephone, our Israeli operating company, charges outgoing airtime for calls
placed by its subscribers at different tariffs depending on the airtime packages
bought by its subscribers. These tariffs are lower than charges for incoming
calls, which are paid by the caller. The Israeli Ministry of Communications has
recently enacted regulations that will set tariffs for incoming calls. These
regulations will require Pelephone to gradually reduce its tariff rates
significantly for incoming calls from October 2, 2000 until January 1, 2003 in a
manner that will set the tariff rate from and after January 1, 2003 at a
significantly lower level than is charged at present. Pelephone's incoming
airtime revenue will be reduced, which could negatively affect its operating
results. Pelephone is considering filing an appeal against these new


                                       55
<PAGE>

regulations with the Supreme Court. Pelephone contributed 28.7% of our
proportionate operating company revenues in 1999.


    Our operating revenues also include revenues of WDS, which primarily consist
of revenues from handset and accessory sales and its warranty repair service to
wireless operators and consumers in Israel.


    Our operating companies have two basic types of wireless subscribers:
postpaid and prepaid. Postpaid subscribers usually incur a fixed monthly access
charge for wireless service and for certain operating companies a one-time
connection fee. In general, a postpaid subscriber's monthly bill also includes
charges for airtime used, roaming, long distance and value-added services.
Prepaid subscribers purchase service in advance, through the use of calling
cards or by other means, entitling them to airtime without fixed monthly
charges. Unlike postpaid service, prepaid service does not require contracts or
the need for credit reference checks. Revenue associated with the sale of
prepaid service is deferred and recognized as the prepaid airtime is used or any
unused balance expires. We expect significant growth in prepaid subscribers in
all our markets as a result of subscriber demand, especially as our operating
companies have expanded their marketing for the mass consumer market segment.



    Deeper penetration into the mass market has historically decreased monthly
average minutes of use, and therefore monthly average revenue per user because
these additional subscribers, whether postpaid or prepaid, generally use fewer
minutes. However, the decline in average revenue per unit as a result of the
increase in prepaid subscribers is in part offset by higher per-minute prices,
reduced bad debt, lower subscriber acquisition costs such as lower handset
subsidies, reduced billing expense and lower subscriber service expenses, all of
which are associated with prepaid services.


    Operating expenses, both for us and our operating companies, include cost of
services and products, selling, general and administrative expenses and
depreciation and amortization expenses. These expenses include:

    - COST OF SERVICES AND PRODUCTS. Cost of services and products primarily
      consists of wireless network operating costs, interconnection fees
      assessed by wireline and wireless providers, royalties paid to government
      entities, leased transport capacity and the cost of handsets and
      accessories sold.


    - SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
      administrative expenses primarily consist of costs associated with sales
      and marketing activities, customer service, subscriber acquisition and
      retention and general and administrative functions. On an historical
      basis, our consolidated selling, general and administrative expenses also
      include an allocation of Motorola's shared corporate services costs.
      Following the offering, our selling, general and administrative expenses
      will no longer be determined by an allocation from Motorola. However, we
      will be charged for some administrative services provided to us under the
      transitional services agreements with Motorola.


                                       56
<PAGE>
    - DEPRECIATION AND AMORTIZATION CHARGES. Depreciation and amortization
      charges primarily consist of depreciation recorded for our operating
      companies' wireless networks and equipment, and amortization of
      intangibles such as wireless license costs, goodwill and other
      intangibles.

    Subscriber acquisition costs, other than advertising and other promotions,
which primarily consist of the cost of handset subsidies and sales commissions,
are recognized in the period in which we acquire a new subscriber. Substantially
all of our operating companies have undertaken handset subsidization programs to
attract subscribers. Accordingly, in periods of high subscriber growth,
significant cash operating expenses precede the recognition of the associated
revenue.


INTEREST EXPENSE



    Currently interest expense is allocated to us by Motorola based on our
proportionate share of Motorola's worldwide net assets. After the offering, our
interest expense will be based on our actual outstanding debt and no interest
will be allocated to us from Motorola. As a result it is anticipated that our
interest expense will increase significantly after this offering. In addition,
interest expense will increase due to the increased debt used to purchase the
remainder of Baja Celular we did not already own in July 2000.



INCOME TAX EXPENSE



    Our operating company in Lithuania, Omnitel, currently is operating under a
tax holiday granted by the Lithuanian government. During 1998 and the first half
of 1999 Omnitel was exempt from income taxes. Since July 1, 1999 and through
July 1, 2002 Omnitel will be subject to income taxes at one-half the statutory
rate. The impact of this holiday resulted in reduced income taxes from statutory
rates of $2.2 million in 1998 and $2.6 million in 1999.


ACCOUNTING CHARGES FOR RESTRICTED STOCK GRANTS AND OPTION GRANTS


    Three of our executive officers who participated in Motorola's supplementary
executive retirement plan will be granted shares of restricted stock at the time
of this offering, valued at the initial public offering price, to compensate
them for the loss of potential cash benefits under this plan. Four other
executive officers will be granted shares of restricted stock at the time of the
offering in connection with their employment with us, valued at the initial
public offering price. We will incur compensation expense for financial
reporting purposes equal to the aggregate value of the restricted shares
granted, which we estimate will be approximately $9.7 million and $1.5 million,
respectively, which will be expensed over the vesting period of the restricted
stock granted. For more information, see "Management--Incentive Plan--
Restricted Stock Awards" on page 163 and "Management--Retirement Plans" on
page 158.


                                       57
<PAGE>

    In addition, our employees who hold unvested Motorola options at the time of
this offering will be granted shares of our restricted stock at the time of the
offering, valued at the initial public offering price with a value equal to the
value of their unvested Motorola options, to compensate them for the possibility
that their unvested Motorola options will expire prior to the time that they can
be exercised or exchanged for Propel options as described below. We will incur
compensation expense for financial reporting purposes equal to the aggregate
value of the restricted shares granted. We currently estimate that the aggregate
amount of the compensation expense will be approximately $5.0 million. The
actual amount of the accounting charge may be higher or lower. The amount of
this charge will also be expensed over the vesting period of the restricted
stock granted. For more information, see "Management--Incentive Plan--Substitute
Awards" on page 162.



    Our employees who hold vested and unvested Motorola options will retain them
after the time of this offering and may exercise them in accordance with the
terms of Motorola's option plans. Once Motorola holds less than 50% of our
common stock, however, all unvested Motorola options held by our employees will
expire and our employees holding vested Motorola options will be offered a
one-time right to cancel all or a portion of those options in exchange for newly
issued vested options to purchase our common stock having the same relative
value, the same ratio of exercise price to fair market value and the same
expiration dates as their Motorola vested options. To the extent the exercise
prices of the options we issue are less than the current market price of our
common stock at that time, we will incur additional compensation expense for
financial reporting purposes equal to the aggregate value of this difference,
which expense will be recognized in the period Motorola's interest falls below
50%. The amount of such compensation expense, if any, cannot be determined at
this time. However, depending on the number of our employees making such
election, the expense could be material.



    Some of our employees who will not have the same or similar pension benefits
after this offering and some of our senior managers will receive retention
bonuses in connection with the transfer of their employment to Propel. We will
incur compensation expense for financial reporting purposes equal to the total
retention bonuses paid. We currently expect the aggregate compensation expense
related to these retention bonuses to be approximately $6.7 million.


ACCOUNTING FOR INFLATION

    Our operating companies in Mexico, Chile and Israel are required under local
generally accepted accounting principles to prepare financial statements
reflecting the impact of price level changes, which seek to adjust for the
impact of inflation in preparing the company's financial statements. However, we
have removed such effects when including the results of operations of these
operating companies in the line item "Share of earnings (losses) of affiliates"
of our consolidated financial statements and in the proportionate data of our
operating companies. While inflation, and in some

                                       58
<PAGE>
cases significant inflation, is present in many other countries in which our
operating companies do business, in accordance with local generally accepted
accounting principles, these operating companies do not prepare their financial
statements reflecting the impact of price level changes, which may affect the
comparability of their results of operations.

FOREIGN CURRENCY

    We report our financial statements in U.S. dollars. Our operating companies
generally transact business in local currencies. Consequently, fluctuations in
currency exchange rates between the U.S. dollar and the applicable local
currency will affect our results of operations as well as the value of our
ownership interests in the operating companies.


    Generally, our operating companies generate revenues that are paid in their
local currency. However, at least a portion of the operating expenses and
liabilities of most of our operating companies are denominated in U.S. dollars
or other non-local currencies. As a result, a significant devaluation of local
currency could result in a significant impact on the relevant operating
company's operating expenses and asset values and could have a material adverse
effect on our financial condition and results of operations. To the extent an
operating company has debt or other obligations denominated in U.S. dollars or
other non-local currencies, any devaluation may make it more difficult to meet
these obligations and will result in an accounting charge based on the increase
in such dollar-denominated liabilities and obligations when converted into the
local currency. Fluctuations in currency exchange rates also result in
adjustments to investments in our consolidated entities and equity affiliates,
which could negatively impact the book value of our ownership interests in the
operating companies.



    Argentina, Hong Kong, Lithuania and Jordan have exchange rate regimes that
are linked to the U.S. dollar. The Egyptian government has announced that the
Egyptian pound would cease to be pegged to the U.S. dollar beginning in
May 2000. As a result of the government's "crawling peg" policy, the Egyptian
pound has gradually depreciated in value relative to the U.S. dollar. Other
countries where our operating companies are based have exchange rates that are
determined by a floating, managed floating or indexed/composite regime. The
following table presents the average exchange rates for local currencies per
U.S. dollar in the countries in which


                                       59
<PAGE>

we operate, with the percentage change based on the change in U.S. dollars per
unit of foreign currency.



<TABLE>
<CAPTION>
                                   1998 V. 1997               1999 V. 1998
                          1997       % CHANGE       1998        % CHANGE       1999
                          ----       --------       ----        --------       ----
<S>                     <C>        <C>            <C>         <C>            <C>
ARGENTINE PESO........      1.00         --           1.00          --           1.00
AZERI MANAT...........  3,987.00        3.0       3,869.00        (6.0)      4,118.00
CHILEAN PESO..........    419.30       (8.9)        460.50        (9.5)        508.60
DOMINICAN PESO........     14.21       (6.5)         15.19        (4.6)         15.93
EGYPTIAN POUND........      3.40       (0.3)          3.41        (0.3)          3.42
HONG KONG DOLLAR......      7.74       (0.1)          7.75        (0.1)          7.76
NEW ISRAELI SHEKEL....      3.45       (9.4)          3.81        (8.0)          4.14
JORDANIAN DINAR.......      0.71         --           0.71          --           0.71
LITHUANIAN LITAS......      4.00         --           4.00          --           4.00
MEXICAN PESO..........      7.92      (14.4)          9.25        (3.1)          9.55
PAKISTANI RUPEE.......     41.10      (16.0)         48.93        (4.7)         51.37
URUGUAYAN PESO........      9.46       (9.7)         10.48        (7.6)         11.34
</TABLE>


CONSOLIDATED RESULTS OF OPERATIONS


    The information in this section describes our consolidated results of
operations, which, through June 30, 2000, reflects the results of operations of
Norcel, Cedetel and our wholly owned Israeli subsidiary that includes the WDS
business on a consolidated basis and of our other operating companies indirectly
through the line item "Share of earnings (losses) of affiliates." For more
information on the results of operations of our operating companies that are not
consolidated subsidiaries, see "--Supplemental Information Regarding
Proportionate Results of Operations" on page 66.



SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999



    REVENUES.  Our total revenues decreased $36.8 million, or 17.8%, from
$207.2 million for the six months ended June 30, 1999 to $170.4 million for the
six months ended June 30, 2000.



    Service revenues for our wholly owned northern Mexico operating subsidiaries
increased by $18.7 million, or 30.1%, from $62.2 million for the six months
ended June 30, 1999 to $80.8 million for the six months ended June 30, 2000. The
increase was mainly the result of a 83.7% and 65.9% subscriber increase in
Norcel and Cedetel, respectively. The growth in subscribers and overall minutes
of use was mainly due to the rapid market acceptance of prepaid services.
Additionally, an increase in calling party pays revenue contributed to the
operating revenue increase for Cedetel.



    Subscriber equipment revenues decreased by $55.4 million, or 38.2%, from
$145.0 million for the six months ended June 30, 1999 to $89.6 million for the
six months ended June 30, 2000. Of the decrease, $52.2 million was due to WDS,
whose sole handset supplier was unable to provide adequate quantities of TDMA
and


                                       60
<PAGE>

CDMA handsets to it. Additionally, average unit prices declined by approximately
29.8% due to increased competition, and revenues for WDS during the first half
of 1999 were unusually high due to initial handset sales to a new wireless
operator in the Israeli market.



    COST OF SERVICES AND PRODUCTS.  Cost of services and products decreased by
$45.1 million, or 27.2%, from $166.0 million for the six months ended June 30,
1999 to $120.9 million for the six months ended June 30, 2000. The decrease was
mainly due to a $48.8 million decrease in WDS equipment costs relating to the
lower unit volumes in the first half of 2000.



    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased by $6.3 million, or 16.8%, from $37.6 million
for the six months ended June 30, 1999 to $44.0 million for the six months ended
June 30, 2000. This increase was due to a $3.7 million increase in
employee-related costs, advertising expenses and expenses relating to
establishing additional distribution outlets in Mexico. As a percentage of
northern Mexico operating companies' revenues, these costs increased from 22.5%
for the six months ended June 30, 1999 to 26.0% for the six months ended
June 30, 2000. Corporate selling, general and administrative expenses increased
by $2.1 million, or 14.6%, to $16.5 million, mainly due to additional employee
related costs. Selling, general and administrative expenses for WDS decreased by
$1.1 million, due to reduced cooperative advertising expenses, which are accrued
based on a percentage of sales.



    DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased by
$3.5 million, or 19.0%, from $18.4 million for the six months ended June 30,
1999 to $21.9 million for the six months ended June 30, 2000. The increase was
related to capital expenditures made by our operating companies in northern
Mexico for wireless equipment in order to expand their network to support
continued growth.



    SHARE OF EARNINGS (LOSSES) OF AFFILIATES.  Share of earnings of affiliates
decreased by $4.8 million, or 41.0%, from $11.6 million for the six months ended
June 30, 1999 to $6.9 million for the six months ended June 30, 2000.



    In Latin America, our share of profits decreased by $6.8 million, or 48.9%,
from $13.9 million for the six months ended June 30, 1999 to $7.1 million for
the six months ended June 30, 2000, resulting from a decrease in our
proportionate share of Movicom Argentina's profits of $17.3 million, from
$13.8 million for the six months ending June 30, 1999 to ($3.5) million for the
six months ending June 30, 2000. This decrease was due to price reductions and
increased acquisition costs to support the 43.2% increase in proportionate
subscribers, as well as additional expenses related to the commencement of long
distance and PCS services launched in the first half of 2000. The decrease was
mostly offset by our share of increased profitability of $2.6 million in our
northern Mexico operating companies, Baja Celular and Movitel, primarily as a
result of an increase in subscribers, and a decrease in our share of


                                       61
<PAGE>

ETP's losses of $5.6 million in Chile, due to the rapid market acceptance of
prepaid services.



    In the Europe/Middle East region, our share of earnings of affiliates
increased by $1.5 million, where subscriber and revenue growth in Egypt resulted
in a $7.8 million increase in our share of profitability, which was offset by
decreases in our share of profitability in Pelephone in Israel and Omnitel in
Lithuania of $4.1 million and $3.5 million, respectively. The decrease for
Pelephone was primarily related to handset subsidies and a $6.3 million increase
in our share of depreciation and amortization relating to investments in the
CDMA network, and an increase in our share of interest expense of $4.0 million
largely due to our share of servicing additional bank debt totaling
$164.7 million. The decrease for Omnitel resulted primarily from a decrease in
revenue, resulting primarily from the effects of Lithuania's
economic recession.



    In Asia, our share of profitability remained substantially unchanged due to
shareholders' equity of Hutchison Telephone in Hong Kong falling below zero in
1997, reducing our carrying value in this investment to zero for accounting
purposes.



    INTEREST EXPENSE.  Interest expense in the periods presented was allocated
by Motorola to us based on our proportionate share of Motorola's worldwide net
assets. Fluctuations in interest expense are due to either changes in our
proportionate share of Motorola's net assets, or Motorola's overall relationship
of interest expense to net assets. After the offering, our interest expense will
no longer be allocated interest expense from Motorola.



    OTHER (INCOME) EXPENSE.  Other expenses increased by $10.0 million, from
$(5.8) million for the six months ended June 30, 1999 to $4.2 million for the
six months ended June 30, 2000. Of the increase, $8.8 million was attributable
to foreign exchange losses on U.S. dollar indebtedness, resulting from a 3.0%
depreciation in the Mexican peso exchange rate from December 31, 1999 to
June 30, 2000.



    INCOME TAX EXPENSE (BENEFIT).  Income tax expense decreased by
$12.6 million, from $4.5 million to $(8.1) million. The decrease was mainly due
to our northern Mexico operating companies, whose changes in operating loss
carryforwards resulted in a decrease in deferred tax expense of $7.7 million. In
addition, corporate taxes decreased by $4.1 million relating primarily to a
decrease in share of earnings of affiliates.


YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998


    REVENUES.  Our total revenues increased $152.8 million, or 67.5%, from
$226.3 million in 1998 to $379.2 million in 1999.



    Service revenues for our wholly owned northern Mexico operating subsidiaries
increased by $64.1 million, or 88.7%, from $72.3 million in 1998 to
$136.4 million in 1999. The increase was primarily due to 124.0% and 105.7%
subscriber growth for


                                       62
<PAGE>

Norcel and Cedetel, respectively, reflecting the continued rapid growth in
market penetration for these regions. Growth in prepaid subscribers accounted
for a significant portion of the revenue increase for Norcel and Cedetel,
respectively, and Cedetel's calling party pays service contributed further to
its revenue increase.



    Subscriber equipment revenues increased by $88.8 million, or 57.6%, from
$154.1 million in 1998 to $242.8 million in 1999. The increase was due to WDS,
which benefited from handset sales to a new wireless operator in the Israeli
market in the fourth quarter of 1998, as well as a product mix shift toward CDMA
technology which caused overall average unit prices to increase.



    COST OF SERVICES AND PRODUCTS.  Cost of services and products increased
$125.4 million, or 74.7%, from $167.8 million in 1998 to $293.3 million in 1999.
Of the increase, $90.6 million was due to increased volumes for the WDS
equipment business, as well as an increase in product costs due to the product
mix shift referred to above. As a result, WDS's cost of products as a percent of
sales increased from 86.9% in 1998 to 90.5% in 1999. The remaining
$34.9 million increase is attributable to higher volumes of traffic on the
network for our wholly owned northern Mexico subsidiaries resulting from an
increase in subscribers.



    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased by $25.0 million, or 45.5%, from
$54.9 million in 1998 to $79.8 million in 1999. Of the increase, $20.3 million
relates to Norcel and Cedetel, which incurred additional expenses in order to
support subscriber increases of more than 100%. These expense increases were
approximately $5.9 million for advertising, $7.6 million for selling, general
and administrative, and $6.8 million for employee-related costs. The remaining
$4.7 million increase was mainly due to WDS, where selling expenses increased by
$2.7 million as a result of increased cooperative advertising expenses.



    DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased by
$4.6 million, or 13.9%, from $33.0 million in 1998 to $37.6 million in 1999. The
increase was mainly due to a $3.2 million increase in depreciation related to
additional capital expenditures made by Norcel and Cedetel for wireless
equipment in order to expand their network to support continued growth.



    SHARE OF EARNINGS (LOSSES) OF AFFILIATES.  Share of earnings of affiliates
decreased by $28.0 million, or 51.9%, from $54.0 million in 1998 to
$26.0 million in 1999.



    Our share of proportionate earnings in Latin America increased by
$18.8 million, or 94.9%, from $19.8 million to $38.6 million, mainly due to
ETP's results in Chile, where our proportionate earnings increased by
$13.1 million. Of the $13.1 million increase, $9.6 million related to our share
of revenue growth and $16.9 million related to gains on the sale of ETP's 800
MHz licenses in 1999. The increases were partially offset by $8.1 million in
higher subscriber acquisition costs and approximately $3.2 million in increased
tax and interest expense in Chile.


                                       63
<PAGE>

    Share of earnings (losses) of affiliates decreased by $47.1 million in the
Europe/ Middle East region, where our share of profitability in Pelephone
decreased by $60.0 million mainly due to increased operating costs resulting
from competitive pressure, difficulties encountered stabilizing the new CDMA
network in Israel and airtime credits issued to the analog network customers
resulting from wireless fraud in Israel, which were partially offset by an
$18.3 million tax benefit. These losses were also partially offset by our share
of reduced losses in MobiNil of $7.0 million, resulting primarily from revenue
growth and by increased profitability in Omnitel of $4.0 million.



    In Asia, our share of profitability remained largely unchanged due to the
shareholders' equity of Hutchison Telephone falling below zero in 1997, reducing
our carrying value in this entity to zero for accounting purposes.



    INTEREST EXPENSE.  Interest expense was allocated by Motorola to us based on
our proportionate share of Motorola's worldwide net assets. Fluctuations in
interest expense are attributable to either changes in our proportionate share
of Motorola's net assets, or Motorola's overall relationship of interest expense
to net assets.



    OTHER INCOME (EXPENSE).  Other income increased by $21.4 million, from
$25.2 million in 1998 to $46.6 million in 1999. Of the increase, $2.7 million
was due to a foreign exchange gain from the appreciation of the Mexican peso,
and a change in functional currency from the U.S. dollar to the Mexican peso.
Corporate other income increased by $17.6 million, from $25.6 million in 1998 to
$43.3 million in 1999. Of the increase, $7.6 million related to the excess of
the $39.1 million gain on the sale of part of our equity interest in Korea
Telecom Freetel in 1999 that reduced our interest from 2.8% to 1.9% over the
$31.5 million in gain that was realized from a sale of part of our ownership of
Omnitel in Lithuania in 1998 that reduced our interest from 45.4% to 35.0%.
Additionally, other income (expense) was favorably impacted due to the 1998
results having included an impairment write-down attributable to our equity
interest in Korea Telecom Freetel of $7.3 million.



    INCOME TAX EXPENSE (BENEFIT).  Income taxes expense increased by
$16.9 million from $(0.3) million to $16.5 million. Of this increase,
$11.5 million was due to an increase in corporate income as discussed in "Other
Income (Expense)" and $4.2 million was related to an increase in deferred taxes
on unrepatriated earnings in certain of our equity affiliates. Additionally,
changes in our northern Mexico operating companies' operating loss carryforwards
resulted in an increase of $3.9 million in tax expense.


YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997


    REVENUES.  Our total revenues increased by $65.4 million, or 40.6%, from
$160.9 million in 1997 to $226.3 million in 1998.



    Service revenues for our controlled northern Mexico operating subsidiaries
increased by $16.1 million, or 28.7%, from $56.1 million in 1997 to
$72.3 million in


                                       64
<PAGE>

1998. The increase was mainly due to a 177.8% and 198.3% increase in subscribers
for Norcel and Cedetel, respectively. This subscriber increase reflected the
rapid increase in overall market penetration for these regions of Mexico.



    Subscriber equipment revenues increased by $49.3 million, or 47.0%, from
$104.8 million in 1997 to $154.1 million in 1998. Of the increase,
$34.6 million was due to results from WDS, which benefitted from an approximate
35% growth in wireless penetration in Israel. Additionally, incentives were
provided by Israeli operators in anticipation of the introduction of a third
competitor in the fourth quarter of 1998, and a product mix shift occurred
toward more expensive analog and digital products which caused average unit
prices to increase. The remaining $14.7 million in increased subscriber
equipment revenue was attributable to our northern Mexico operating companies
that resulted from customer growth.



    COST OF SERVICES AND PRODUCTS.  Cost of services and products increased by
$47.8 million, or 39.8%, from $120.1 million in 1997 to $167.8 million in 1998.
Of the increase, $27.6 million was due to higher handset unit volumes for WDS,
and $20.2 million was related to higher network volumes for our northern Mexico
operating companies resulting from subscriber growth.



    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased by $2.3 million, or 4.3%, from $52.6 million
in 1997 to $54.9 million in 1998. Of the increase, $2.4 million was due to
employee-related expenses for our northern Mexico operating companies. Selling,
general and administrative expenses for WDS increased by $1.7 million primarily
due to the effect of the revenue increase on cooperative advertising expenses,
which are accrued as a percentage of sales. Corporate selling, general and
administrative expenses decreased by $1.8 million mainly due to a decrease in
employee and travel related costs.



    DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased by
$4.9 million, or 17.3%, from $28.2 million in 1997 to $33.0 million in 1998. Of
the increase, $2.5 million was due to amortization of intangibles and
$1.9 million was due to additional capital expenditures made by our northern
Mexico operating companies for wireless equipment in order to expand their
network to support continued growth. Corporate depreciation increased by
$0.4 million due to increased leasehold improvements.



    SHARE OF EARNINGS (LOSSES) OF AFFILIATES.  Share of earnings of affiliates
increased by $9.8 million, or 22.2%, from $44.2 million in 1997 to
$54.0 million in 1998.



    Our share of Latin America net earnings increased by $12.4 million from
$7.4 million to $19.8 million. Our share of ETP's earnings decreased by
$7.7 million due mainly to an increase in depreciation and interest expenses.
This decrease was offset by Tricom's increase of $7.1 million, Movicom
Argentina's increase of $6.4 million and a $5.3 million increase for our
northern Mexico operating companies, which were all mainly due to revenue
growth.


                                       65
<PAGE>

    Our share of Europe/Middle East earnings decreased $7.9 million from
$42.4 million to $34.5 million. Our interest in MobiNil in Egypt was acquired in
1998 and we recorded our resulting share of negative earnings of $14.1 million,
which was partially offset by an increase in our share of earnings of
$5.5 million from Omnitel due to revenue growth in Lithuania.



    Our share of Asian losses decreased by $5.3 million. Our share of losses in
Hutchison Telephone decreased by $3.1 million as a result of its shareholders'
equity of falling below zero in 1997 reducing the carrying value our equity
interest to zero for accounting purposes, and in Pakistan our share of losses in
Mobilink decreased by $2.2 million due to reduced operating costs.



    INTEREST EXPENSE.  Interest expense was allocated by Motorola to us based on
our proportionate share of Motorola's worldwide net assets. Fluctuations in
interest expense are attributable to either changes in our proportionate share
of Motorola's net assets, or Motorola's overall relationship of interest expense
to net assets.



    OTHER INCOME (EXPENSE).  Other income (expense) decreased by $24.8 million,
from $50.2 million in 1997 to $25.4 million in 1998. Of the decrease,
$4.0 million was attributable to our northern Mexico operating companies and
mainly due to foreign exchange losses. Corporate other income decreased by
$20.9 million, of which $22.3 million relates to the difference between the
$30.1 million gain on the sale of a portion of our investment in Omnitel in
Lithuania, reducing our ownership interest from 45.4% to 35.0%, and the
$44.2 million net gain that was realized from the sale of a portion of our
ownership in Mobilink in Pakistan in 1997, reducing our ownership percentage
from 74.0% to 30.0%. Additionally, a $7.3 million asset impairment loss was
taken on our investment in Korea Telecom Freetel in 1998.



    INCOME TAX EXPENSE (BENEFIT).  Income taxes expense decreased by
$(8.0) million, from $7.7 million in 1997 to $(0.3) million in 1998. The
decrease is mainly due to a reduction in corporate income, as discussed in
"Other Income (Expense)," which decreased taxes by $(6.3) million. Changes in an
operating loss carryforward relating to our northern Mexico operating companies
resulted in a decrease of $4.5 million in tax expense. The decreases were offset
by increases in deferred taxes on unrepatriated earnings in certain of our
equity affiliates of $3.5 million, and by an increase in taxes of $2.3 million
for WDS related to increased profitability.



SUPPLEMENTAL INFORMATION REGARDING PROPORTIONATE RESULTS OF OPERATIONS



    The supplemental information in this section describes our proportionate
share in the results of operations of our operating companies, including our
wholly owned subsidiaries. When we refer to our proportionate share of an
operating company's subscribers at a specified date, that number is calculated
by multiplying the subscriber information of that operating company by our
economic ownership interest in that operating company at that date. When we
refer to our proportionate share of an operating company's revenues or adjusted
EBITDA for a specified period, that


                                       66
<PAGE>

number is calculated by taking U.S. dollar and U.S. GAAP-reconciled revenue or
adjusted EBITDA information and, in the cases of Mexico, Chile and Israel,
eliminating the effects of inflationary accounting, from that operating company,
and then multiplying it by our weighted average economic ownership interest in
that operating company during such period.



    Proportionate data is not contemplated under generally accepted accounting
principles. However, because we have significant interests in our operating
companies, and those interests are reflected in our results of operations only
through the line item "Share of Earnings (Losses) of Affiliates," we believe
that a presentation of proportionate data is important to an understanding of
our business. This presentation does not, and is not intended to, replace the
discussion of our consolidated results of operations as calculated in accordance
with generally accepted accounting principles that appears above. For more
information on our consolidated results of operations, see "--Consolidated
Results of Operations" on page 60.



    The following tables set forth each of our operating companies'
proportionate revenue, adjusted EBITDA and subscribers for each of the three
years in the period ended December 31, 1999 and for each of the six-month
periods ended June 30, 1999 and June 30, 2000.



    Adjusted EBITDA is defined as net earnings (loss) before interest, taxes,
depreciation and amortization, and other nonoperating income (expense) net.
Adjusted EBITDA is an indicator used by management to measure our performance
and ability to generate cash flow. Adjusted EBITDA does not represent cash flows
for the period and is not an alternative to operating or net income as an
indicator of operating performance or liquidity. You should not consider it
alone or as a substitute for measures of performance prepared in accordance with
generally accepted accounting principles. Our computation of adjusted EBITDA may
not be comparable to the computation of similarly titled measures reported by
other companies.



    Operating company revenues and adjusted EBITDA for Azerbaijan in the above
tables reflect the results of operations for GTIB, a holding company which now
owns 75% of Bakcell and which purchases cellular infrastructure and handsets and
sells this equipment to Bakcell and provides management services to Bakcell for
a fee. GTIB's


                                       67
<PAGE>

results of operations only reflect Bakcell's revenues and adjusted EBITDA
associated with wireless services for the second quarter of 2000.


<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                             ----------------------------------------------------------
                                                           1997                           1998
                                             ---------------------------------   ----------------------
                            OPERATING                                 ADJUSTED
REGION/COUNTRY            COMPANY NAME       SUBSCRIBERS   REVENUE     EBITDA    SUBSCRIBERS   REVENUE
--------------            ------------       -----------   -------     ------    -----------   -------
                                                 (IN MILLIONS, EXCEPT SUBSCRIBER DATA IN THOUSANDS)
<S>                    <C>                   <C>           <C>        <C>        <C>           <C>
LATIN AMERICA
NORTHERN MEXICO......  Baja Celular                27      $  19.8     $  6.2          56      $  26.7
                       Movitel                     33         20.3        7.6          69         29.8
                       Norcel                      27         17.2        1.5          75         29.4
                       Cedetel                     59         45.5        9.0         176         68.0
ARGENTINA............  Movicom Argentina          157        149.5       54.1         221        187.2
CHILE................  ETP                         16         18.2        1.0          46         18.1
DOMINICAN REPUBLIC...  Tricom                      16         36.0       12.6          33         42.7
URUGUAY..............  Movicom Uruguay             12         14.4        6.9          17         18.9
SOUTHERN MEXICO......  Portatel                     7          4.4        0.7          14          6.0
                                                -----      --------    ------       -----      --------
  TOTAL LATIN AMERICA.....................        355      $ 325.3     $ 99.6         707      $ 426.9
                                                =====      ========    ======       =====      ========
EUROPE/MIDDLE EAST
ISRAEL...............  Pelephone                  447      $ 340.4     $132.8         466      $ 370.9
EGYPT................  MobiNil                     --           --         --          29         17.7
LITHUANIA............  Omnitel                     36         21.9        4.5          51         36.9
JORDAN...............  Fastlink                    11         12.0        4.6          18         21.3
AZERBAIJAN...........  Bakcell                      6          7.7        2.3           9         18.0
                                                -----      --------    ------       -----      --------
  TOTAL EUROPE/MIDDLE EAST................        500      $ 382.0     $144.2         573      $ 464.8
                                                =====      ========    ======       =====      ========
ASIA
HONG KONG............  Hutchison Telephone        179      $ 162.2     $  9.6         268      $ 156.8
PAKISTAN.............  Mobilink                    16          9.2        1.8          26          9.2
                                                -----      --------    ------       -----      --------
  TOTAL ASIA..............................        195      $ 171.4     $ 11.3         294      $ 166.0
                                                =====      ========    ======       =====      ========

TOTAL PROPORTIONATE.......................      1,050      $ 878.7     $255.1       1,573      $1,057.7
                                                =====      ========    ======       =====      ========

<CAPTION>
                                 YEAR ENDED DECEMBER 31,
                       --------------------------------------------
                         1998                   1999
                       --------   ---------------------------------
                       ADJUSTED                            ADJUSTED
REGION/COUNTRY          EBITDA    SUBSCRIBERS   REVENUE     EBITDA
--------------          ------    -----------   -------     ------
                       (IN MILLIONS, EXCEPT SUBSCRIBER DATA IN THOUSANDS)
<S>                    <C>        <C>           <C>        <C>
LATIN AMERICA
NORTHERN MEXICO......   $  5.9         123      $  46.8     $ 11.3
                           9.4         165         50.8       14.2
                           7.2         168         48.5        8.2
                          12.0         362        106.6       13.4
ARGENTINA............     76.0         293        207.5       76.7
CHILE................     (1.5)        164         47.2        0.6
DOMINICAN REPUBLIC...     18.3          54         52.6       23.2
URUGUAY..............      8.7          37         27.6       11.3
SOUTHERN MEXICO......      1.2          19          7.6        1.4
                        ------       -----      --------    ------
  TOTAL LATIN AMERICA   $137.2       1,386      $ 595.3     $160.5
                        ======       =====      ========    ======
EUROPE/MIDDLE EAST
ISRAEL...............   $134.2         555      $ 354.7     $ 44.6
EGYPT................     (4.1)         91         64.8       14.2
LITHUANIA............     11.9          69         31.0       16.6
JORDAN...............      8.8          25         25.9       11.9
AZERBAIJAN...........      7.0           3          3.4        0.4
                        ------       -----      --------    ------
  TOTAL EUROPE/MIDDLE   $157.8         743      $ 479.9     $ 86.9
                        ======       =====      ========    ======
ASIA
HONG KONG............   $  7.0         340      $ 151.6     $(38.9)
PAKISTAN.............      3.9          28         10.5        4.4
                        ------       -----      --------    ------
  TOTAL ASIA.........   $ 11.0         368      $ 162.1     $(34.5)
                        ======       =====      ========    ======
TOTAL PROPORTIONATE..   $305.9       2,497      $1,237.3    $212.8
                        ======       =====      ========    ======
</TABLE>


                                       68
<PAGE>


<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED JUNE 30,
                                                 ---------------------------------------------------------------------
                                                               1999                                2000
                                                 ---------------------------------   ---------------------------------
                            OPERATING COMPANY                             ADJUSTED                            ADJUSTED
REGION/COUNTRY                    NAME           SUBSCRIBERS   REVENUE     EBITDA    SUBSCRIBERS   REVENUE     EBITDA
--------------                    ----           -----------   -------     ------    -----------   -------     ------
                                                          (IN MILLIONS, EXCEPT SUBSCRIBER DATA IN THOUSANDS)
<S>                        <C>                   <C>           <C>        <C>        <C>           <C>        <C>
LATIN AMERICA
NORTHERN MEXICO..........  Baja Celular                80       $ 16.9     $  3.2         140       $ 29.4     $  6.4
                           Movitel                    111         23.3        9.3         185         29.0       12.3
                           Norcel                     113         22.8        4.0         208         24.5        3.6
                           Cedetel                    252         50.0        8.9         418         63.7       15.7
ARGENTINA................  Movicom Argentina          242        100.8       43.4         346        106.5       17.6
CHILE....................  ETP                         83         17.3       (1.0)        244         39.7       10.1
DOMINICAN REPUBLIC.......  Tricom                      46         23.3       10.1          56         30.0       12.3
URUGUAY..................  Movicom Uruguay             30         13.8        6.0          43         14.2        6.3
SOUTHERN MEXICO..........  Portatel                    17          3.7        0.7          22          4.4        0.9
                                                    -----       ------     ------       -----       ------     ------
  TOTAL LATIN AMERICA.........................        973       $271.9     $ 84.5       1,662       $341.3     $ 85.2
                                                    =====       ======     ======       =====       ======     ======
EUROPE/MIDDLE EAST
ISRAEL...................  Pelephone                  487       $170.5     $ 27.0         646       $205.2     $ 33.3
EGYPT....................  MobiNil                     53         25.5        1.7         136         47.5       15.8
LITHUANIA................  Omnitel                     55         15.4        8.6          83         13.5        5.7
JORDAN...................  Fastlink                    21         12.1        5.4          45         15.0        7.7
AZERBAIJAN...............  Bakcell                      6          1.2       (0.7)          9          1.2       (0.2)
                                                    -----       ------     ------       -----       ------     ------
  TOTAL EUROPE/MIDDLE EAST....................        622       $224.7     $ 42.0         919       $282.5     $ 62.3
                                                    =====       ======     ======       =====       ======     ======
ASIA
HONG KONG................  Hutchison Telephone        342       $ 67.0     $(28.4)        381       $ 84.2     $  7.6
PAKISTAN.................  Mobilink                    27          4.8        1.9          33          6.8        3.1
                                                    -----       ------     ------       -----       ------     ------
  TOTAL ASIA..................................        369       $ 71.8     $(26.5)        414       $ 91.0     $ 10.7
                                                    =====       ======     ======       =====       ======     ======

TOTAL PROPORTIONATE...........................      1,964       $568.4     $100.1       2,996       $714.8     $158.2
                                                    =====       ======     ======       =====       ======     ======
</TABLE>



SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999


  PROPORTIONATE REVENUES


    TOTAL PROPORTIONATE REVENUES.  Total proportionate operating company
revenues increased by $146.4 million, or 25.8%, from $568.4 million for the six
months ended June 30, 1999 to $714.8 million for the six months ended June 30,
2000.



    LATIN AMERICA.  Proportionate Latin American revenues increased
$69.4 million, or 25.5%, from $271.9 million for the six months ended June 30,
1999 to $341.3 million for the six months ended June 30, 2000. The increase was
mainly due to a 74.7% increase in proportionate subscribers, from 973,000 for
the six months ended June 30, 1999 to 1.7 million for the six months ended
June 30, 2000, which was offset by lower average revenue per user primarily
related to the rapid growth of prepaid subscribers. The proportionate subscriber
increase was most pronounced in for our northern Mexico operating companies,
which increased by 395,000, or 71.0%, and ETP in Chile, which increased by
161,000, or 191.7%. Proportionate revenues from our operating companies in
northern Mexico increased by $33.5 million to $146.5 million for the six months
ended June 30, 2000 mainly due to the benefits from the introduction of calling
party pays in the second quarter of 1999 as well as an increase in prepaid
services. Proportionate revenues from ETP increased by


                                       69
<PAGE>

$22.3 million to $39.7 million for the six months ended June 30, 2000 due to the
rapid market acceptance of prepaid services.



    EUROPE/MIDDLE EAST.  Proportionate Europe/Middle East revenues increased by
$57.8 million, or 25.7%, from $224.7 million for the six months ended June 30,
1999 to $282.5 million for the six months ended June 30, 2000. The increase in
proportionate revenues was mainly due to a 47.7% increase in proportionate
subscribers, from 622,000 to 919,000, and partially offset by lower average
revenue per user. This proportionate subscriber increase resulted primarily from
MobiNil in Egypt and Pelephone in Israel, which increased proportionate
subscribers by 83,000, or 156.6%, and 158,000, or 32.5%, respectively. In
addition to MobiNil's subscriber increase and corresponding airtime revenue
growth, interconnect revenues increased rapidly due to the expansion in prepaid
customers, who generally receive more calls than they make. In Lithuania,
Omnitel's proportionate revenues decreased by $1.9 million, resulting primarily
from the effects of Lithuania's economic recession brought on by the Russian
financial crisis.



    ASIA.  Proportionate Asian revenues increased $19.2 million, or 26.7%, from
$71.8 million for the six months ended June 30, 1999 to $91.0 million for the
six months ended June 30, 2000. The increase resulted primarily from growth in
Hutchison Telephone's proportionate subscribers in Hong Kong, which increased by
11.4%, from 342,000 at June 30, 1999 to 381,000 at June 30, 2000, despite a
reduction in our ownership percentage from 30% to 25.1%, which occurred in
December 1999. The proportionate subscriber increase was partially offset by
price reductions, resulting in a decline in average revenue per user, due to the
competitive environment.



  PROPORTIONATE ADJUSTED EBITDA



    TOTAL PROPORTIONATE ADJUSTED EBITDA.  Total proportionate operating company
adjusted EBITDA increased by $58.1 million, or 58%, from $100.1 million to
$158.2 million for the six months ended June 30, 2000.



    LATIN AMERICA.  Proportionate Latin American adjusted EBITDA increased
$0.6 million, or 0.7%, from $84.5 million for the six months ended June 30, 1999
to $85.2 million for the six months ended June 30, 2000. The increase is mainly
due to our northern Mexico operating companies and ETP in Chile, where
proportionate adjusted EBITDA improved by $12.7 million and $11.0 million,
respectively, resulting from revenue growth generated by increased subscribers.
The increases were mostly offset by a $25.8 million erosion in proportionate
adjusted EBITDA, and a decline in adjusted EBITDA margin for Movicom Argentina
from 43.1% for the six months ended June 30, 1999 to 16.5% for the six months
ended June 30, 2000. The Movicom Argentina decrease was due to price reductions
and increased acquisition costs to support the 43.2% increase in proportionate
subscribers, as well as additional expenses related to the commencement of long
distance and PCS services launched in


                                       70
<PAGE>

the first half of 2000. Proportionate adjusted EBITDA for Tricom increased
$2.1 million, or 20.9%, to $12.3 million for the six months ended June 30, 2000,
mainly due to revenue growth across all of its service offerings in the
Dominican Republic except paging.



    EUROPE/MIDDLE EAST.  Proportionate Europe/Middle East adjusted EBITDA
increased by $20.3 million, or 48.2%, from $42.0 million for the six months
ended June 30, 1999 to $62.3 million for the six months ended June 30, 2000. The
increase was primarily related to MobiNil in Egypt, whose proportionate adjusted
EBITDA increased $14.1 million to $15.8 million for the six months ended
June 30, 2000, which resulted in an adjusted EBITDA margin of 33.8% as compared
to 6.8% for the six months ended June 30, 1999 reflecting increased efficiencies
derived from operating a larger subscriber base and an 86.5% increase in
proportionate revenues. Proportionate adjusted EBITDA for Pelephone in Israel
increased by $6.2 million, or 23.1%, to $33.3 million, resulting from a
proportionate revenue increase of 20.4%. Adjusted EBITDA margin for Pelephone
was 16.2% for the six months ended June 30, 2000, as compared to 15.8% for the
six months ended June 30, 1999. The increases in Egypt and Israel were partially
offset by a decrease in proportionate adjusted EBITDA for Omnitel of
$2.8 million to $5.7 million for the six months ended June 30, 2000 resulting
from a decrease in revenues in Lithuania.



    ASIA.  Proportionate Asian adjusted EBITDA increased $37.2 million, from
$(26.5) million for the six months ended June 30, 1999 to $10.7 million for the
six months ended June 30, 2000. Adjusted EBITDA margin for Hutchison Telephone
in Hong Kong improved to 9% for the six months ended June 30, 2000 from (42.3)%
for the six months ended June 30, 1999 and from (25.6)% for the year ended
December 31, 1999. The improvement was mainly the result of reduction in handset
subsidies and the implementation of operational cost controls.


YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

  PROPORTIONATE REVENUE


    TOTAL PROPORTIONATE REVENUE.  Total proportionate operating company revenue
increased by $179.6 million, or 17.0%, from $1,057.7 million in 1998 to
$1,237.3 million in 1999.



    LATIN AMERICA.  Proportionate Latin American revenues increased
$168.3 million, or 39.4%, from $426.9 million in 1998 to $595.3 million in 1999.
The increase was mainly due to an increase in proportionate subscribers of
679,000, or 96.0%, from 707,000 in 1998 to 1.4 million in 1999, which was offset
by lower average revenue per user related to the rapid growth of prepaid
subscribers. The proportionate subscriber increase was highest for our operating
companies in northern Mexico, which increased by 443,000, or 117.8%, and ETP in
Chile, which increased by 118,000, or 254.6%. Proportionate revenues from our
operating companies in northern Mexico increased by $98.8 million, or 64.1%,
benefitting from the introduction of calling party pays


                                       71
<PAGE>

service in the second quarter of 1999, as well as rapid market acceptance of
prepaid services during 1999, which were introduced in 1998. Proportionate
revenues of ETP increased $29.1 million, or 161.4%, primarily due to the
accelerated deployment of prepaid services in Chile.



    EUROPE/MIDDLE EAST.  Proportionate Europe/Middle East revenues increased
$15.1 million, or 3.3%, from $464.8 million in 1998 to $479.9 million in 1999.
The increase in proportionate revenues was mainly due to a 29.8% increase in
proportionate subscribers from 573,000 in 1998 to 743,000 in 1999, which was
offset by lower average revenue per user related to the rapid growth of prepaid
subscribers. The largest subscriber increase occurred for MobilNil in Egypt,
which in July 1998 relaunched operations that were acquired earlier in the year
from the Egyptian government and for which 1999 was the first full year of
operations. Our proportionate revenues for MobilNil increased $47.1 million, or
266.1%, from $17.7 million in 1998 to $64.8 million in 1999. The increase was
mainly due to a 216.9% increase in our proportionate subscribers and of
increased roaming revenues reflecting increased roaming traffic from a more than
ten-fold increase in the number of roaming agreements in 1999. Proportionate
revenues also increased for Fastlink in Jordan by $4.6 million, or 21.4%, mainly
due to a 34% increase in subscribers and increased roaming revenues. However,
proportionate revenues for Pelephone in Israel decreased $16.2 million, or 4.4%,
from $370.9 million in 1998 to $354.7 million in 1999 despite a 19.1% increase
in subscibers. This decrease was the result of difficulties encountered
stabilizing the new CDMA network, airtime credits issued to the NAMPS network
customers as a result of wireless fraud, and pricing pressure resulting from the
introduction of a new GSM competitor to the Israeli market in January 1999.
Also, Omnitel's proportionate revenues decreased by $5.8 million, or 15.9%, due
to the economic recession in Lithuania brought on by the Russian financial
crisis, and a decline in our ownership from 45.5% to 35% that occurred in
September 1998. Proportionate revenues for GTIB in Azerbaijan decreased by
$14.6 million due to difficulties in importing wireless infrastructure equipment
which were resolved only in the latter part of 1999. Azeri revenues represent
the results of the business activities of the holding company, GTIB, which, in
addition to its investment in Bakcell, our operating company, purchases cellular
infrastructure and handsets to sell to Bakcell and provides management services
to Bakcell for a fee.



    ASIA.  Proportionate Asian revenues decreased $3.9 million, or 2.3%, from
$166.0 million in 1998 to $162.1 million in 1999. The decrease was mainly due to
a $5.2 million decrease in our proportionate revenues from Hutchison Telephone
as a result of price reductions to increase market share beginning in
March 1999 in Hong Kong. Hutchison Telephone's proportionate subscribers
increased 26.9%, from 268,000 in 1998 to 340,000 in 1999. Additionally, our
ownership interest in Hutchison Telephone was diluted from 30.0% to 25.1% in
December 1999.


                                       72
<PAGE>

  PROPORTIONATE ADJUSTED EBITDA



    TOTAL PROPORTIONATE ADJUSTED EBITDA.  Total proportionate operating company
adjusted EBITDA decreased by $93.1 million, or 30.4%, from $305.9 million in
1998 to $212.8 million in 1999.



    LATIN AMERICA.  Proportionate Latin American adjusted EBITDA increased by
$23.3 million, or 17.0%, from $137.2 million in 1998 to $160.5 million in 1999.
Proportionate adjusted EBITDA from our operating companies in northern Mexico
increased $12.7 million, or 37.0%, mainly due to revenue growth which was
somewhat offset by higher operating costs including dealer commissions, handset
subsidies, and interconnection costs, as well as administrative and support
costs resulting in a decline in adjusted EBITDA margin from 22.4% to 18.7%.
Proportionate adjusted EBITDA from ETP in Chile and Tricom in the Dominican
Republic increased by $2.1 million and $4.9 million, respectively, mainly due to
increased revenues. Adjusted EBITDA margin for ETP increased to 1.3% in 1999
from (8.3)% in 1998.



    EUROPE/MIDDLE EAST.  Proportionate Europe/Middle East adjusted EBITDA
decreased by $71.0 million, or 45%, from $157.8 million in 1998 to
$86.9 million in 1999. The decrease in proportionate adjusted EBITDA was mainly
due to Pelephone in Israel, where proportionate adjusted EBITDA decreased by
$89.6 million, or 66.8%, due to a decline in proportionate revenues of
$16.2 million and increased operating costs, including handset subsidies
initiated in 1999, a brand positioning campaign, and network fraud related
costs. Adjusted EBITDA margin for Pelephone declined to 13% in 1999 from 36% in
1998. Proportionate adjusted EBITDA for MobiNil increased $18.3 million, from
$(4.1) million in 1998 to $14.2 million in 1999 as growth in proportionate
subscribers and revenue from connection fees outpaced growth in operating costs.
Omnitel's proportionate adjusted EBITDA increased $4.7 million, or 39.3%,
resulting primarily from a shift in the Lithuanian marketplace toward prepaid
service, and corresponding lower average acquisition costs, as well as lower bad
debt and billing expenses.



    ASIA.  Proportionate Asian adjusted EBITDA decreased by $45.5 million, from
$11.0 million in 1998 to $(34.5) million in 1999. The decrease was mainly due to
the launch of mobile number portability in Hong Kong, which allows subscribers
to keep their phone numbers when switching operators. This resulted in intense
price competition for Hutchison Telephone which drove down its revenue and
increased its handset subsidies. Adjusted EBITDA margin for Hutchison Telephone
declined to (26)% in 1999 from 4% in 1998.


YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

  PROPORTIONATE REVENUES


    TOTAL PROPORTIONATE REVENUES.  Total proportionate operating company
revenues increased by $179.0 million, or 20.4%, from $878.7 million in 1997 to
$1,057.7 million in 1998.


                                       73
<PAGE>

    LATIN AMERICA.  Proportionate Latin American revenues increased by
$101.6 million, or 31.2%, from $325.3 million in 1997 to $426.9 million in 1998.
The revenue increase was mainly due to a 99.4% increase in proportionate
subscribers, from 355,000 in 1997 to 707,000 in 1998 that was offset by lower
average revenue per user related to the rapid growth of prepaid subscribers. The
proportionate subscriber increase was due mainly to our northern Mexico
operating companies, where mass-market penetration increased primarily through
prepaid offerings, resulting in a proportionate revenue increase of
$51.2 million, or 49.8%. Proportionate revenues for Movicom Argentina increased
by $37.7 million, or 25.3%, due to a 40.7% increase in subscribers and the
increased deployment of value-added services such as roaming and voice mail that
resulted in airtime increases, and detailed billing. Proportionate revenues for
Tricom increased by $6.7 million due to increases in local and international
volumes, as well as growth in cellular airtime minutes generated by the prepaid
program in the Dominican Republic. This proportionate revenue increase occurred
in spite of our ownership percentage decreasing from 40% to 30.8% as a result of
Tricom's public offering of American Depository Shares in the second quarter
of 1998.



    EUROPE/MIDDLE EAST.  Proportionate Europe/Middle East revenues increased
$82.8 million, or 21.7%, from $382.0 million in 1997 to $464.8 million in 1998.
The increase in proportionate revenues was mainly due to a 14.5% increase in
proportionate subscribers. MobiNil purchased its license in April 1998 from the
Egyptian government and assumed ownership of an existing GSM network with
approximately 80,000 subscribers from Telecom Egypt. MobiNil began adding new
subscribers to its network in July 1998 after stabilizing the network and adding
capacity. Proportionate revenues for MobiNil in 1998 were $17.7 million.
Proportionate revenue for Pelephone increased $30.5 million, or 8.9%, primarily
as a result of price increases in the Israeli market. In addition, Omnitel's
proportionate revenues increase $15.0 million primarily as a result of a 42.5%
increase in proportionate subscribers in Lithuania from 36,000 to 51,000 in
spite of a reduction in our ownership in Omnitel from 45.5% to 35%.
Proportionate revenues for GTIB in Azerbaijan increased by $10.3 million due to
the sale of a new GSM system from our holding company, GTIB, to its operating
company, Bakcell.



    ASIA.  Proportionate Asian revenues decreased by $5.4 million, or 3.2%, from
$171.4 million in 1997 to $166.0 million in 1998. The decrease was mainly due to
aggressive competition to increase market share in Hong Kong, where Hutchison
Telephone's proportionate subscriber growth of 49.4% was outpaced by
price reductions.



  PROPORTIONATE ADJUSTED EBITDA



    TOTAL PROPORTIONATE ADJUSTED EBITDA.  Total proportionate operating company
adjusted EBITDA increased by $50.8 million, or 19.9%, from $255.1 million in
1997 to $305.9 million in 1998.


                                       74
<PAGE>

    LATIN AMERICA.  Proportionate Latin American adjusted EBITDA increased by
$37.5 million, or 37.7%, from $99.6 million in 1997 to $137.2 million in 1998.
The increase was mainly due to Movicom Argentina's proportionate adjusted EBITDA
increasing $21.9 million, mainly related to revenue growth. Proportionate
adjusted EBITDA from our operating companies in northern Mexico increased
$10.1 million, or 41.5%, primarily due to increased revenues.



    EUROPE/MIDDLE EAST.  Proportionate Europe/Middle East adjusted EBITDA
increased by $13.6 million, or 9.5%, from $144.2 million in 1997 to
$157.8 million in 1998. Of the increase, $7.5 million was related to Omnitel in
Lithuania, where 68.6% revenue growth outpaced growth in operating expenses.
Additionally, proportionate adjusted EBITDA increased by $4.1 million and
$1.4 million for Fastlink in Jordan and Pelephone in Israel, respectively,
primarily due to increases in subscribers and revenue. These increases were
partially offset by MobiNil's adjusted EBITDA of $(4.1) resulting from its
network's July 1998 relaunch subsequent to its acquisition from the Egyptian
government in April 1998.



    ASIA.  Proportionate Asian adjusted EBITDA decreased by $350,000, or 3.1%,
from $11.3 million in 1997 to $11.0 million in 1998. This decrease was mainly
due to a $2.5 million decrease in Hutchison Telephone's proportionate adjusted
EBITDA due to higher subscriber acquisition costs in Hong Kong. This was offset
by a $2.2 million increase in Mobilink's adjusted EBITDA that resulted from cost
reductions in Pakistan.


LIQUIDITY AND CAPITAL RESOURCES


    The following table sets forth our consolidated cash flows from operating,
investing and financing activities for each of the three years ended
December 31, 1997, 1998 and 1999 and for the six months ended June 30, 1999 and
2000.



<TABLE>
<CAPTION>
                                                                                     SIX MONTHS
                                    YEAR ENDED DECEMBER 31,                        ENDED JUNE 30,
                           ------------------------------------------         -------------------------
                             1997             1998             1999             1999             2000
                             ----             ----             ----             ----             ----
                                                          (IN MILLIONS)
<S>                        <C>              <C>              <C>              <C>              <C>
Cash provided by (used
  in):
  Operating activities...  $  (7.3)         $ (18.2)         $ (11.7)          $ (1.6)          $  8.6
  Investing activities...   (161.1)           (91.4)           (26.1)           (30.4)           (29.3)
  Financing activities...    175.5            106.8             42.5             18.1             26.4
</TABLE>


  CASH AND CASH EQUIVALENTS


    At June 30, 2000 cash and cash equivalents totaled $23.8 million, as
compared to $18.8 million at December 31, 1999, $13.5 million at December 31,
1998 and $16.3 million at December 31, 1997.


                                       75
<PAGE>

    Total cash and cash equivalents of our non-consolidated operating companies
was $273.2 million at June 30, 2000 as compared to $233.7 million at
December 31, 1999, $216.2 million at December 31, 1998 and $110.4 million at
December 31, 1997. Our proportionate share of cash and cash equivalents of our
non-consolidated operating companies was $73.6 million at June 30, 2000, and
$54.8 million at December 31, 1999 and $52.7 million at December 31, 1998 and
$44.8 million at December 31, 1997.



  NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES



    Net cash provided by operating activities was $8.6 million for the six
months ended June 30, 2000 as compared to net cash used in operating activities
of $1.6 million for the six months ended June 30, 1999. The $10.2 million
increase in cash from operations reflects $2.7 million from operating earnings
and $5.9 million from working capital and deferred taxes. Net cash used in
operating activities was $11.7 million for the year ended December 31, 1999. The
increase in cash from operating activities in 1998 reflects $12.7 million for
operating losses which were partially offset by $7.0 million from working
capital and deferred taxes. Net cash used in operating activities was
$18.2 million for the year ended December 31, 1998. Operating losses used
$6.4 million of cash, and working capital and deferred taxes used $11.8 million
of cash. Net cash used in operating activities was $7.3 million for the year
ended December 31, 1997. Operating losses used $20.0 million which was offset by
$12.7 million in cash generated by working capital and deferred taxes.


  NET CASH USED IN INVESTING ACTIVITIES


    For the six months ended June 30, 2000 we expended $29.3 million in
acquiring interests in our operating companies and funding their working capital
requirements. Of this amount, $21.7 million was used for capital expenditures to
expand, support and improve our consolidated operating companies' wireless
networks, promote the introduction of new products and services and to increase
operating efficiency and productivity, and $7.6 million was used to increase our
investment in our non-consolidated operating companies. For the six months ended
June 30, 1999, we expended $30.4 million in investing activities. Of this,
$31.6 million was used for capital expenditures and $1.1 million was collected
on loans receivable.



    For the year ended December 31, 1999, we expended $26.1 million in acquiring
interests in our operating companies and funding their working capital
requirements. We spent $56.7 million in 1999 on capital expenditures to expand,
support and improve our consolidated operating companies' wireless networks,
promote the introduction of new products and services and to increase operating
efficiency and productivity. Additionally, we acquired a 16.1% ownership
interest, on a fully diluted basis, of Zephyr through an investment of
$4.0 million, and we made a $7.0 million investment in Korea Telecom Freetel.
Proceeds from the sale of cost investments, including part of our interest in
Korea Telecom Freetel, yielded $41.6 million.


                                       76
<PAGE>

    For the year ended December 31, 1998 we expended $91.4 million in acquiring
interests in our operating companies and funding their working capital
requirements. Of this amount $18.9 million was used for capital expenditures to
expand, support and improve our consolidated operating companies' wireless
networks, promote the introduction of new products and services and increase
operating efficiencies and productivity. We expended $105.2 million to increase
our interests in our non-consolidated operating companies. In addition, proceeds
from the sale of a portion of our interest in Omnitel in Lithuania in July 1998
yielded $32.8 million.



    For the year ended December 31, 1997 we expended $161.1 million in acquiring
interests in our operating companies and funding their working capital
requirements. Of this amount, $24.2 million was used for capital expenditures to
expand, support and improve our operating companies' wireless networks, promote
the introduction of new products and services and to increase operating
efficiencies and productivity. We spent an additional $188.2 million to increase
our interests in our non-consolidated operating companies. In addition, proceeds
from the sale of a portion of our interests in Mobilink in Pakistan and Omnitel
in Lithuania provided $51.3 million.



    We expect to incur capital expenditures of $120 to $140 million for the year
ended December 31, 2000. A majority of these expenditures will be allocated to
expand and modernize the wireless networks of our consolidated operating
companies in Mexico. In July 2000, we acquired the remaining interest in Baja
Celular we did not already own. Baja Celular directly owns a 68% interest in
Movitel. We also increased our ownership in Zephyr from 16.1% to 16.8% in
January 2000 for $2.0 million through the exercise of an option prior to a new
round of financing. For the fourth quarter of 2000, we anticipate having to
review capital calls from some of our non-consolidated operating companies for
amounts totaling up to $45 million. At this time, we do not anticipate any
additional required capital calls in 2000 for our non-consolidated operating
companies. We currently expect the shareholders of Movicom Argentina to
contribute approximately $50 million in capital to it in 2001, of which our
share would be approximately $12.5 million.



    Some of our non-consolidated operating companies that we account for under
the equity method of accounting have debt covenants in their financing
agreements with third parties that restrict the payment of cash dividends.


  NET CASH FROM FINANCING ACTIVITIES


    Historically, the initial source of funding for the capital requirements of
our consolidated entities has been cash provided by Motorola. During 1997, 1998,
1999 and the first six months of 2000, Motorola provided net financing proceeds
for this purpose of $173.7 million, $93.1 million, $(32.0) million repaid to
Motorola, and $19.4 million, respectively. Motorola has informed us that after
this offering it will no longer make additional capital available to us.


                                       77
<PAGE>

    Motorola has provided debt financing to three of our consolidated entities.
In addition, Motorola and its subsidiaries have provided vendor financing and
guarantees for third-party credit facilities for most of our operating
companies. Motorola has informed us that it will no longer make additional
capital available to our operating companies and complementary businesses,
except for vendor financing in connection with network infrastructure equipment
purchases. This financing will be made available, if at all, at Motorola's
discretion and on arms'-length terms.



    We generally expect to meet our current and future capital requirements,
including any additional equity interests in or working capital contributions to
operating companies and complementary businesses and possible new acquisitions
through the proceeds of this offering, sales of our ownership interests in our
operating companies and dividends provided to us by our operating companies,
although we have not historically received, and do not currently expect to
receive in the near future, significant dividends from our operating companies.
We may also access the capital markets from time to time. We believe these
sources of funds will be sufficient to meet the needs of our businesses through
2001.


  PROPEL AND ITS CONSOLIDATED ENTITIES


    Our consolidated total debt at June 30, 2000 was $172.7 million, all of
which was provided by subsidiaries of Motorola. On a pro forma basis, after
giving effect to the Baja Celular acquisition, we would have had $536.3 million
of consolidated total debt of which approximately $28.5 million was owed to
unaffiliated third parties. In connection with our separation from Motorola, we
have entered into an agreement which limits the amount of equity we may issue or
debt we may incur to finance our ongoing operations. For more information, see
"Our Relationship with Motorola--IPO and Distribution Agreement" on page 168. We
have agreed, prior to a distribution of our common stock to Motorola
stockholders or other form of divestiture, to repay our debt owing to Motorola.
We will not incur repayment penalties in connection with such repayment.



    We currently anticipate that approximately $500 million of external funds
may be required to replace indebtedness owed to Motorola. The cost and terms of
any new credit agreements may not be as favorable as those currently in place
under arrangements we have with Motorola. To the extent we require further
capital, we may need to secure additional bank financing, issue additional
stock, subject to restrictions contained in the agreements relating to our
separation from Motorola, or reduce our holdings in our equity- and cost-based
investments. We believe that we will have access to additional funding, if
necessary, on acceptable terms and conditions, although this may not be the
case.


  GUARANTEED OBLIGATIONS


    Motorola has provided debt guarantees in support of several of our operating
companies. Motorola's guaranteed obligations at June 30, 2000 were approximately


                                       78
<PAGE>

$143 million, of which approximately $99 million was outstanding. We have agreed
to unconditionally guarantee certain of Motorola's obligations under these
commitments if certain of our operating companies breach their obligations under
their financing agreements. Propel's guaranteed obligations at June 30, 2000
would have been approximately $97 million, of which approximately $61.4 million
was outstanding.


FINANCIAL CONDITION


    Our operating companies generally fund their operations and expansion needs
from operating cash flow, third-party and related-party debt arrangements,
including vendor financing, and when necessary, from equity contributions by
shareholders. Our operating companies may not be able to access sufficient
capital at a reasonable cost, if at all. In the event they are unable to do so,
we may be asked to provide our operating companies with additional equity
capital. In the event we do not choose to provide such equity capital, and other
shareholders do, our interest in those companies may be diluted. We and our
operating companies expect to require access to capital markets for debt and
equity.



    We estimate that we will receive net proceeds from the offering of about
$      million, or about $      million if the underwriters exercise their
over-allotment options in full, after deducting underwriting discounts and other
offering expenses payable by us. We intend to use the net proceeds from this
offering as follows:



    - approximately $   million to repay indebtedness, which, together with
      other intercompany debt, represents the proportion of Motorola's total
      outstanding debt estimated to be attributable to the Network Management
      Group, owed to Citibank, N.A. under a note which was assigned to us by
      Motorola, which is due in November 2000 and bears interest at a rate of
         %;



    - approximately $   million to repay a portion of our $   million of
      indebtedness to Motorola, which is due on dates ranging from
                     to        and bears interest at rates ranging from    % to
         %; and



    - to fund our ongoing business operations, the funds for which were
      previously supplied to us by Motorola; for acquisitions of additional
      wireless communications licenses and to expand our portfolio of assets,
      and for general corporate purposes, including working capital and capital
      expenditures.



    For more information, see "Use of Proceeds" on page 40.



    The capital structure of each of our operating companies has a debt
component. The following table shows the outstanding cash, short and long term
debt and net


                                       79
<PAGE>

debt for each of our operating companies at June 30, 2000 and our proportionate
share of such net debt.



<TABLE>
<CAPTION>
                                          SHORT AND LONG              PROPORTIONATE
                                 CASH       TERM DEBT      NET DEBT     NET DEBT
                                 ----       ---------      --------     --------
                                                  (IN MILLIONS)
<S>                            <C>        <C>              <C>        <C>
LATIN AMERICA
Northern Mexico
  Baja Celular...............   $ 10.0        $ 10.6        $  0.5       $  0.3
  Movitel....................     14.6          17.9           3.3          1.9
  Norcel.....................      6.3          50.6          44.4         44.4
  Cedetel....................     14.2          77.1          62.9         62.9
Argentina....................      4.8         457.5         452.7        113.2
Chile........................      1.3         102.1         100.8         25.2
Dominican Republic...........     69.7         374.7         305.0         80.8
Uruguay......................     12.4          10.2          (2.2)        (0.7)
Southern Mexico..............      5.8           4.9          (0.8)        (0.2)

EUROPE/MIDDLE EAST
Israel.......................      1.6         445.4         443.8        221.9
Egypt........................     77.1         818.7         741.7        133.5
Lithuania....................     16.7          24.2           7.5          2.6
Jordan.......................      5.3          39.6          34.2          8.9
Azerbaijan...................      0.3          22.2          22.0          7.3

ASIA
Hong Kong....................     37.7         803.5         765.8        192.2
Pakistan.....................     15.9          86.5          70.6         21.2
</TABLE>



    The short- and long-term debt includes capitalized leases, $73.4 million
outstanding in promissory notes issued by Movicom Argentina in connection with
its acquisition of the PCS licenses, approximately $16.8 million outstanding for
the purchase of infrastructure equipment owed to Motorola Credit Corporation,
the wholly owned finance subsidiary of Motorola, by our operating companies in
Pakistan and Azerbaijan and $127.7 million owed to Motorola Asia Treasury (Pte)
Limited, another wholly owned subsidiary of Motorola, by Norcel and Cedetel. Net
debt is calculated by subtracting cash and cash equivalents from
total indebtedness.



    Data in the above table for Azerbaijan represent capital structure of the
holding company GTIB. After December 31, 1999, GTIB acquired an additional 26%
ownership in Bakcell and began to consolidate the financial results of Bakcell
in the second quarter of 2000.


                                       80
<PAGE>

    The following table shows the scheduled maturities of the short- and
long-term debt as of June 30, 2000 for each of our operating companies. The
information for Azerbaijan represents scheduled maturities for GTIB.



<TABLE>
<CAPTION>
                                           SCHEDULED DEBT MATURITIES
                          ------------------------------------------------------------
                                                              DUE 2003 AND
                          DUE 2000    DUE 2001    DUE 2002     THEREAFTER      TOTAL
                          --------    --------    --------     ----------      -----
                                                 (IN MILLIONS)
<S>                       <C>         <C>         <C>         <C>             <C>
LATIN AMERICA
Northern Mexico
  Baja Celular..........   $  2.0      $  4.0       $ 2.1        $  2.5        $ 10.6
  Movitel...............     11.9         2.2         1.8           2.1          17.9
  Norcel................       --        50.6          --            --          50.6
  Cedetel...............       --        77.1          --            --          77.1
Argentina...............    155.0       153.5          --         149.0         457.5
Chile...................      8.3         2.8         2.0          88.9         102.1
Dominican Republic......    128.2        10.4        15.4         220.7         374.7
Uruguay.................      0.2          --         3.0           7.0          10.2
Southern Mexico.........      1.0         2.1          --           1.8           4.9

EUROPE/MIDDLE EAST
Israel..................    261.7        21.1        30.9         131.7         445.4
Egypt...................     39.5          --        79.7         699.5         818.7
Lithuania...............      2.6         7.5         9.8           4.3          24.2
Jordan..................     11.8          --         4.4          23.4          39.6
Azerbaijan..............      7.6        12.4         2.2            --          22.2

ASIA
Hong Kong...............     13.9        19.6        35.6         734.4         803.5
Pakistan................      8.6        29.9         9.9          38.1          86.5
</TABLE>


  CONSOLIDATED OPERATING COMPANIES


    NORTHERN MEXICO--CEDETEL AND NORCEL.  At June 30, 2000, Cedetel and Norcel
had debt totaling approximately $127.7 million, which consisted of unsecured
loans from an affiliate of Motorola at a rate of LIBOR plus 0.25%. We have
agreed to repay these loans prior to a distribution of our common stock by
Motorola to its stockholders or other form of divestiture of our common stock by
Motorola and intend to replace these loans with a committed, medium- to
long-term credit facility from unaffiliated third parties.



    During 2000, Cedetel and Norcel anticipate making capital expenditures
totaling approximately $70 to $75 million to expand, support and improve their
wireless networks, to promote the introduction of new products and services and
to increase operating efficiency and productivity. We currently expect our four
operating companies in northern Mexico will jointly pursue lines of credit.


                                       81
<PAGE>

    In addition, in August 2000, Cedetel established an escrow account with
$8.5 million in order to purchase a 100% interest in Grupo Telecomunicaciones
Mexicanas, S.A. de C.V. for $17 million. The $8.5 million balance is due by June
2001 when the transaction is expected to be completed. Grupo Telecomunicaciones
owns national microwave frequency rights under a license granted by the
telecommunications regulatory authority of Mexico. The $8.5 million which
Cedetel contributed into the escrow account was funded through loans from
Motorola Asia Treasury (Pte) Limited, a wholly owned subsidiary of Motorola.


  NON-CONSOLIDATED OPERATING COMPANIES

    The following discussion relates to some of those operating companies we
account for under the equity method of accounting. We use the equity method of
accounting to record the operating results of entities over which we exercise
significant influence, but do not have a controlling interest.


    ARGENTINA.  At June 30, 2000, Movicom Argentina had total indebtedness of
$457 million. Movicom Argentina has issued $150 million under a Euro medium-term
note program which matures in 2008 at an annual interest rate of 9.25%.
Cumulative issuances under this program are authorized for up to $350 million.
In connection with the acquisition of its PCS licenses in 1999, Movicom
Argentina owes $73 million under promissory notes which are due in June 2001.
The notes, which are non-interest bearing, have a total face value of
$78.5 million, and an imputed interest rate of 7% which is being accrued over
the term of the notes. Also in connection with the acquisition of these PCS
licenses, Motorola has provided guarantees in support of debt and promissory
notes issued by Movicom Argentina totaling $15 million. In addition, Movicom
Argentina completed a payment of $79 million in June, 2000 for its acquisition
of the PCS licenses. This payment was financed through a $90 million credit
facility from Bank of America, Salomon Smith Barney and Wachovia Securities.



    Movicom Argentina has commitments for working capital bank loans of up to
$359 million. At June 30, 2000, $145 million was outstanding under these
facilities at annual interest rates varying from 6% to 9%.



    During 2000, we anticipate that Movicom Argentina will invest approximately
$200 to $220 million to fund capital equipment to expand, support and improve
its wireless networks, to promote the introduction of new products and services
and to increase operating efficiency and productivity. In the event that Movicom
Argentina encounters difficulties in satisfying its funding requirements through
other means, it plans to issue additional long-term debt through its Euro
medium-term note program. We expect that Movicom Argentina will request a
capital contribution of $50 million from its shareholders in 2001 to maintain
its debt-to-equity ratio, of which our share would be $12.5 million.



    DOMINICAN REPUBLIC.  At June 30, 2000, Tricom had $375 million of
outstanding indebtedness, including $200 million of 11 3/8% senior notes due in
2004.


                                       82
<PAGE>

    Tricom has several Dominican Republic peso-denominated bank loans totaling
approximately $9 million with interest rates ranging from 20% to 30% as of
June 30, 2000.



    Tricom has $94 million of U.S. dollar-denominated debt under lines of credit
from local and international banks outstanding at June 30, 2000 at annual
interest rates currently ranging from 9% to 12%. All of these U.S.
dollar-denominated credit lines accrue interest at rates that vary with market
conditions.



    An affiliate of Tricom has also extended U.S. dollar-denominated loans to
Tricom amounting to $40 million at fixed annual interest rates ranging from
10.0% to 12.5%.



    Capital leases totaling $32 million were outstanding at June 30, 2000 with
$14 million due in the second half of the year 2000.



    During 2000, Tricom anticipates capital expenditures of approximately $140
to $150 million to expand, support and improve its wireless networks, to promote
the introduction of new products and services, to increase operating efficiency
and productivity and make capital lease payments. Funding is expected to be
provided by cash flow from operations, equity issuances and increases in
short-term bank facilities. On January 19, 2000, Tricom obtained an approval of
credit guarantee totaling $47 million from the Export-Import Bank of the United
States. The credit guarantees will be disbursed by the International Bank of
Miami to fund purchases of communications equipment from Motorola and other U.S.
suppliers. The credits will be available for disbursement over a twelve-month
period, will initially bear interest at floating rates which later will be
converted to fixed interest rates, and will have five-year repayment schedules.
On April 17, 2000, Tricom issued American depository shares for net proceeds of
$68 million. Since we did not contribute our pro-rata share of Tricom's new
equity issue, our ownership interest in Tricom was diluted from 30.8% to 26.5%.



    EGYPT.  At June 30, 2000, MobiNil had $819 million in outstanding
indebtedness. It has a senior secured long-term credit facility denominated in
Egyptian pounds which is equivalent to approximately $570 million to finance
capital expenditures and working capital. The facility consists of a
$220 million, 6.5-year U.S. dollar-denominated international tranche and a
7.5-year Egyptian pound-denominated domestic tranche totaling approximately
$350 million, of which $320 million is a term loan and $30 million is in the
form of revolving credit. The interest rate for the international tranche is
LIBOR plus 1.6%, and the interest rate for the domestic tranche was fixed at
11.25%. Approximately $220 million of the international tranche and $313 million
of the domestic tranche were outstanding as of June 30, 2000. The facilities are
secured by a pledge of 51% of the total shares outstanding of MobiNil and an
assignment of subordinated shareholder loans.



    At June 30, 2000, shareholders had provided U.S. dollar-denominated loans
totaling $150.2 million with no fixed maturity or repayment schedule. These
outstanding shareholder loans are anticipated to be converted into shareholder
equity


                                       83
<PAGE>

contributions during the fourth quarter of 2000. In addition, during 1999,
MobiNil issued Egyptian pound-denominated bonds equivalent to approximately $98
million with a fixed interest rate of 12.25% to finance ongoing network
expansion. These bonds mature in 2007.



    MobiNil had Egyptian pound-denominated working capital loans with local
banks totaling approximately $39 million at June 30, 2000.



    During 2000, MobiNil anticipates investing approximately $280 to $300
million in capital equipment to expand, support and improve its wireless
networks, promote the introduction of new products and services and increase
operating efficiency and productivity. It is expected that these activities will
be financed mainly through cash flow from operations and also through additional
borrowings under the domestic tranche of its senior secured facility. During the
first half of 2000, MobiNil borrowed an additional $24 million under the
domestic tranche of its senior secured facility. We anticipate that MobiNil will
be able to satisfy its remaining needs through an increase of its uncommitted
working capital loans, as well as continued use of vendor financing, for a
portion of additional capital expenditures.



    HONG KONG.  At June 30, 2000, Hutchison Telephone had $803 million of
outstanding indebtedness, of which $352 million in long-term loans were provided
by companies related to the controlling shareholder, Hutchison Whampoa Limited.
These loans are unsecured, bear interest at prevailing market rates (HKIBOR plus
0.25% to HKIBOR plus 1.3%) and have no fixed repayment terms. Capital leases of
telecommunication equipment totaling $349 million were outstanding at June 30,
2000 with $14 million due in the second half of 2000.



    During 2000, Hutchison Telephone anticipates making capital expenditures
totaling approximately $160 to $180 million to expand, support and improve its
wireless networks, promote the introduction of new products and services and
increase operating efficiency and productivity. In addition, $14 million is due
under a capital lease commitment during the second half of 2000. Cash flows from
operations are not expected to be sufficient to provide funding for anticipated
capital expenditures and maturing capital lease commitments. On March 31, 2000,
Hutchison Telephone completed an agreement with a syndicate of financial
institutions for two Hong Kong dollar-denominated credit tranches totaling
approximately $513 million. The facility bears interest in the range of HKIBOR
plus 1.1% to 1.3%. The first quarterly installments are due September, 2001 with
final payments on the two tranches ranging between 2005 and 2007. The facility
is secured by, among other things, fixed and floating charge over the assets of
the company and a fixed charge over the telecommunications licenses.



    ISRAEL.  At June 30, 2000, Pelephone had outstanding bank loans of
approximately $445 million. These include $228 million currently due this year
under a short term credit and $188 million outstanding with payments maturing
throughout the next several years, including $5 million due during the second
half of 2000. Both


                                       84
<PAGE>

of these balances are denominated in New Israeli shekels and accrue interest at
variable rates. An additional $29 million in promissory notes is also due in
2000.



    During 2000, Pelephone anticipates investing approximately $280 to $300
million in capital equipment to expand, support and improve its wireless
networks, promote the introduction of new products and services and increase
operating efficiency and productivity. Cash flows from operations are not
expected to be sufficient to provide funding for anticipated capital
expenditures and debt repayment maturing during 2000. There is $9 million of
additional long-term unsecured credit that is currently available and we expect
that additional borrowing capacity will be available when required.



    NORTHERN MEXICO--BAJA CELULAR AND MOVITEL.  At June 30, 2000, Baja Celular
and Movitel had combined indebtedness outstanding of $28.5 million. This debt,
all of which is denominated in U.S. dollars, is composed of the following
facilities:



    - a $1.9 million revolving loan to Baja Celular from Banco Nacional de
      Comercio Exterior at an interest rate of LIBOR plus 0.625% and repayable
      through 2001;



    - $2.0 million in various loans to Baja Celular from Citibank at interest
      rates of LIBOR plus 2.25% to 6% and repayable through 2002;



    - a $6.6 million loan to Baja Celular from ABN AMRO at an interest rate of
      LIBOR plus 2.00% and repayable through 2004;



    - a $2.1 million industrial mortgage loan to Movitel from Banco Bilbao
      Vizcaya at interest rates ranging from 8% to 10% and repayable through
      2003;



    - a $10.3 million revolving loan to Movitel from Citibank at an interest
      rate of 10.62% and repayable during the third quarter of 2000; and



    - a $5.5 million loan to Movitel from ABN AMRO at an interest rate of LIBOR
      plus 2.00% and repayable through 2004.



The Citibank loans are guaranteed by Motorola and secured by a pledge of the
stock of Baja Celular and Movitel.



    During 2000, Baja Celular and Movitel anticipate investing approximately $50
to $70 million in capital equipment to expand, support and improve wireless
networks, promote the introduction of new products and services and increase
operating efficiency and productivity. Funding will be provided by cash flow
from operations and additional use of the existing revolving bank facilities.
Should the bank facilities be insufficient or unavailable we will endeavor to
secure alternative long-term bank or vendor financing.


                                       85
<PAGE>
    The actual amount and timing of future capital requirements of our operating
companies may differ materially from our estimates as a result of a variety of
factors including:

    - the costs of the development and expansion of each of our operating
      companies' networks;

    - a change of the development plans of our operating companies;

    - the demand for the services of our operating companies and the extent
      of competition;

    - regulatory and technological developments; and

    - the completion of acquisitions.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

  INTEREST RATE RISK


    Our exposure to market risk for changes in interest rates relates primarily
to our variable-rate long-term debt in our operating companies. The general
level of LIBOR rates affects the interest expense that we recognize on our
variable-rate debt. A 1% increase in LIBOR rates would result in $18.0 million
of additional interest expense on our operating companies' variable-rate debt,
or $6.5 million based on our proportionate ownership. In some cases, a change in
the sovereign risk rating of a country in which our operating company does
business could cause an increase in interest rates even if LIBOR rates remain
unchanged.


    Our operating companies have fixed-rate debt with maturities ranging from
one year to eight years. To the extent our operating companies rely on local
currency cash flow to service interest and principal and such currency remains
stable relative to the U.S. dollar, there is no interest rate risk. However, in
the event that the U.S. dollar strengthens, the amount of local currency needed
to be converted to service the principal and interest will increase, making it
more difficult to meet scheduled repayments.

                                       86
<PAGE>

    The following table details the June 30, 2000 debt balances of our operating
companies according to whether the debt carries a variable-rate interest cost or
a fixed-rate interest cost. In the table below, the debt for Azerbaijan
represents indebtedness of GTIB.



<TABLE>
<CAPTION>
                                                                 VARIABLE-RATE INTEREST
                             SHORT- AND LONG-TERM DEBT             COST AT 1% PER YEAR
                       --------------------------------------   -------------------------
                       WITH FIXED
                        INTEREST    WITH VARIABLE               OPERATING
                         RATES      INTEREST RATES    TOTAL      COMPANY    PROPORTIONATE
                         -----      --------------    -----      -------    -------------
                                                 (IN MILLIONS)
<S>                    <C>          <C>              <C>        <C>         <C>
LATIN AMERICA
Northern Mexico
  Baja Celular.......    $   --         $ 10.6        $ 10.6      $0.1          $0.1
  Movitel............        --           17.9          17.9       0.2           0.1
  Norcel.............        --           50.6          50.6       0.5           0.5
  Cedetel............        --           77.1          77.1       0.8           0.8
Argentina............     222.4          235.1         457.5       2.4           0.6
Chile................       8.5           93.6         102.1       0.9           0.2
Dominican Republic...     271.6          103.1         374.7       1.0           0.3
Uruguay..............        --           10.2          10.2       0.1            --
Southern Mexico......       1.8            3.1           4.9        --            --
EUROPE/MIDDLE EAST
Israel...............      29.4          416.0         445.4       4.2           2.1
Egypt................     598.7          220.0         818.7       2.2           0.4
Lithuania............      17.5            6.8          24.2       0.1            --
Jordan...............       2.5           37.0          39.6       0.4           0.1
Azerbaijan...........      22.2             --          22.2        --            --
ASIA
Hong Kong............     351.9          451.5         803.5       4.5           1.1
Pakistan.............      17.2           69.3          86.5       0.7           0.2
</TABLE>


                                       87
<PAGE>
  FOREIGN EXCHANGE MARKET RISKS


    We are subject to risks from currency fluctuations from operating companies
that conduct business in local currencies, but whose results of operations are
translated to U.S. dollars. Such changes result in cumulative translation
adjustments which are included in equity. Our major currency exposure is to
fluctuations in the rate of exchange for the Mexican peso and New Israeli
shekel. For our consolidated operations, the effects of remeasuring the
nonfunctional currency assets or liabilities into the functional currency, as
well as the gains and losses on hedges of existing assets or liabilities, are
marked-to-market, and the result is recorded in our consolidated income
statement.



    All of the debt held by our consolidated businesses is denominated in U.S.
dollars, and is therefore subject to the effects of currency fluctuations, which
may affect our reported earnings. As of June 30, 2000, short- and long-term debt
issued by our consolidated entities, which is denominated in U.S. dollars
amounted to $172.7 million. A 10% appreciation of the U.S. dollar relative to
the functional currency of those consolidated entities would result in a
reduction of our reported earnings of approximately $12.8 million. The
proportionate impact to our reported earnings from a 10% appreciation of the
U.S. dollar relative to the functional currency of all our operating companies
combined would reduce our reported earnings by $22.4 million. On a pro forma
basis, after giving effect to the Baja Celular acquisition and to the additional
borrowings by Norcel and Cedetel during July and August, our consolidated
entities would have had approximately $561.3 million of U.S. dollar-denominated
debt.



    Our policy is to hedge currency risks at our consolidated subsidiaries where
the costs and the availability of hedging instruments provide an economic
benefit.



    Except in Azerbaijan, all of our nonconsolidated operating companies that we
account for as equity investments transact business primarily in the applicable
local currency. Certain entities operate in countries whose exchange rates are
either fixed, pegged or strongly correlated to the U.S. dollar, including
Argentina, Hong Kong, Lithuania, Egypt and Jordan, which results in relatively
insignificant currency volatility. The largest currency translation exposures we
have are in our operating companies in Chile, Mexico and Pakistan, where local
currencies historically have been volatile. Local currency results, when
translated to U.S. dollars, would impact that operating company's cumulative
translation account in the equity section in proportion to our ownership.



    The effects of remeasuring the nonfunctional current assets or liabilities
into the functional currency at marked-to-market rates is reflected in
proportion to the net income or loss recognized by the company from the equity
investment. Due to significant U.S. dollar-denominated debt, an adverse impact
in local currency earnings and cash flow of our operating companies as a result
of exchange rate volatility could be significant, especially in Mexico. There
are no material hedging arrangements in


                                       88
<PAGE>

place at any of our equity affiliates, other than in Chile and Egypt, to
mitigate the impact of a change in currency exchange rates.



    The following table sets forth the U.S. dollar- and other
non-local-currency-denominated debt for each of our operating companies at
June 30, 2000. The short-and long-term debt for Azerbaijan represents
indebtedness of GTIB.



<TABLE>
<CAPTION>
                                                                SHORT- AND
                                                              LONG-TERM DEBT
                                                      ------------------------------
                                                             U.S. DOLLAR AND
                                                             OTHER NON-LOCAL
                                                                 CURRENCY
                                                      ------------------------------
                                                       TOTAL           PROPORTIONATE
                                                       -----           -------------
                                                              (IN MILLIONS)
<S>                                                   <C>              <C>
LATIN AMERICA
Northern Mexico
  Baja Celular......................................   $ 10.6              $ 5.2
  Movitel...........................................     17.9               10.0
  Norcel............................................     50.6               50.6
  Cedetel...........................................     77.1               77.1
Argentina...........................................    457.5              114.4
Chile...............................................     12.7                3.2
Dominican Republic..................................    334.3               88.6
Uruguay.............................................     10.2                3.3
Southern Mexico.....................................      3.1                0.7

EUROPE/MIDDLE EAST
Israel..............................................       --                 --
Egypt...............................................    368.1               66.3
Lithuania...........................................     24.2                8.5
Jordan..............................................     12.3                3.2
Azerbaijan..........................................     22.2                7.4

ASIA
Hong Kong...........................................       --                 --
Pakistan............................................     35.2               10.6
</TABLE>


  FOREIGN CURRENCY TRANSLATION

    Our consolidated subsidiaries use their respective local currencies as the
functional currency, except for WDS, which uses the U.S. dollar as its
functional currency. The effects of translating the financial position and
results of operations of local functional currency operations into U.S. dollars
are included as a separate component of stockholder's equity.

    A majority of our operating companies which we account for as equity
investments use their respective local currencies as the functional currency.
The

                                       89
<PAGE>
effects of translating the financial position and results of operations of local
functional currency operations into U.S. dollars are included in a separate
component of our stockholder's equity and in proportion to our ownership in each
of the operating companies.

  FOREIGN CURRENCY TRANSACTIONS

    For our consolidated entities, the effects of remeasuring the nonfunctional
currency assets or liabilities into the functional currency, as well as the
gains and losses on hedges of existing assets or liabilities are marked to
market, and the results are recorded within the line item "Other income
(expense)" in our consolidated income statement. Gains and losses on financial
instruments that hedge firm commitments are deferred until such time as the
underlying transactions are recognized, or recorded immediately when the
transaction is no longer expected to occur. Other gains or losses on financial
instruments that do not qualify as hedges are recognized as income or expense.


    For our operating companies that we account for as equity investments, the
effect of remeasuring the nonfunctional currency assets or liabilities into the
functional currency, as well as the gains and losses on hedges of existing
assets or liabilities, are marked to market. The result is recorded in the
income statement of the relevant operating company and recognized by us in
proportion to our ownership interest in it.


  DERIVATIVE FINANCIAL INSTRUMENTS

    As a company with worldwide operations, our transactions are denominated in
a variety of currencies. We may use financial instruments to hedge exposures,
when available, in order to reduce our overall exposure to the effects of
currency fluctuations on cash flows. Our policy is to not engage in derivative
transactions in order to profit on the exchange rate price fluctuations, trade
in currencies for which there are no underlying exposures or enter into trades
for any currency to intentionally increase the underlying exposure. Instruments
used as a hedge must be effective at reducing the risks associated with the
exposure being hedged. In addition, such instruments must be designated as a
hedge at the inception of the contract. Accordingly, changes in market values of
hedge instruments must be highly correlated with changes in market values of the
underlying exposures hedged, both at inception, and over the life, of the
contract.


    Our strategy in foreign exchange exposure is to offset the gains or losses
of the financial instruments against losses or gains on the underlying
operational cash flows, based on the operating company's assessment of risk.
Other than ETP, our operating company in Chile, and MobiNil, our operating
company in Egypt, none of our operating companies engage in any material hedging
activity at this time due to costs and, in some cases, the unavailability of
hedge instruments. These operating companies routinely evaluate their exposure
to cash flow risk in determining whether financial instruments should be used.
We expect to hedge firm commitments,


                                       90
<PAGE>

including assets and liabilities, currently on the balance sheet. At this time,
we do not hedge anticipated transactions.


    When hedges are placed, both forward contracts and options may be used. To
the extent possible, we attempt to hedge our currency position naturally by
having equal and offsetting assets and liabilities in the same currencies
mitigate the impact of rate movements of nonfunctional currencies. We do not
hedge our investments or accrued income in those operating companies we account
for as equity investments.


    Our hedge contracts typically have maturities of three months or less, with
the longest maturity extending six months. We believe that these financial
instruments should not subject us to undue risk from foreign exchange movements
because gains and losses on these contracts should offset losses and gains on
the assets, liabilities and transactions being hedged. At June 30, 2000, there
were no deferred gains or losses with respect to these contracts.



    We rely on each of the operating companies we account for as equity
investments to evaluate their exposure to currency risk and the instruments
available to them to mitigate their cash flow risk. During 1999, MobiNil, our
operating company in Egypt, entered into a number of contracts to swap Egyptian
pounds for U.S. dollars to allow for settlement of expected
U.S. dollar-denominated liabilities. At September 14, 2000, $102 million was
outstanding.



    As of June 30, 2000, Mobilink, our operating company in Pakistan, had a
forward contract from the Pakistan's State Bank hedging its currency exchange
exposure to approximately $5 million of U.S. dollar-denominated debt.


INFLATION

    Inflation has had and may continue to have negative effects on the economies
and securities markets of emerging market countries and has had negative effects
on our operating companies. In general, inflation impacts companies in two ways.
First, an entity may not be able to increase prices at the same rate as
increases in operating costs and secondly, the government may introduce programs
to slow economic growth to reduce inflation that lead to a decrease in demand
for products and services as the economy slows. Our operating companies, where
permitted and subject to competitive pressures, intend to increase prices to
mitigate for the effects of inflation. However, in those jurisdictions where
prices are regulated or specified in the wireless license, our operating
companies may not be able to successfully mitigate the impact of inflation on
their operations. Some of our operating companies have experienced negative
impacts of inflation as their licenses contain terms that prevent them from
immediately raising prices to offset increasing costs.

                                       91
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which was subsequently amended by SFAS
No. 137, which we are required to adopt in the first quarter of 2001. SFAS 133
will require us to record all derivatives on balance sheet at fair value.
Changes in derivative fair value will either be recognized in earnings as an
offset to changes in fair value of related hedged assets, liabilities and firm
commitments or, for forecasted transactions, deferred and recorded as a
component of non-owner changes to equity until the hedged transactions occur and
are recognized in earnings. The impact of SFAS 133 on our consolidated financial
position, liquidity and results of operations will depend upon a variety of
factors, including future interpretive guidance from the FASB and the extent of
our hedging activities. However, we do not expect the adoption of SFAS 133 to
materially affect our consolidated financial position, liquidity or results of
operations. We are in the process of evaluating the effect of SFAS 133 on the
results of operations or financial position of our operating companies.

    In December 1999, the SEC issued Staff Accounting Bulletin Number 101,
"Revenue Recognition in Financial Statements," (SAB 101). SAB 101 requires that
revenues and costs of revenues derived from services rendered at the beginning
of a contract or business relationship be deferred and recognized over the life
of the related contract or relationship. The guidelines in SAB 101 must be
adopted during the second quarter 2000. We do not expect the adoption of these
guidelines to have a material impact on our results of operations and financial
position.

                                       92
<PAGE>
                               INDUSTRY OVERVIEW

    WIRELESS TECHNOLOGY.  Wireless communications systems are capable of
providing high quality, high capacity voice and data communications to and from
handheld and vehicle-mounted radio telephones. Wireless networks are generally
capable of handling thousands of calls at any one time and providing service to
millions of subscribers in any particular area.


    Wireless communications systems use radio frequencies to transmit voice and
data signals. Wireless telephone technology is based upon the division of a
given geographical area into a number of contiguous areas, or cells, and the
simultaneous re-use of radio channels in non-contiguous cells within the system.
Each cell contains a transmitter and receiver, or base station, a tower, antenna
and signaling equipment, all of which are collectively known as a cell site,
that communicates by radio signal with wireless telephones in that cell. Cell
sites are connected by a network of telephone circuits to a switch that uses
computers to control the operation of the wireless systems for the entire
service area. The system controls the transfer of calls from cell to cell as a
subscriber moves between cells, coordinates calls to and from handsets,
allocates calls among the cells within the system and connects calls to the
local wireline telephone system or to a long distance carrier. Wireless
communications subscribers can send and receive local, long-distance and
international calls from their wireless telephones. Wireless system operators
therefore require interconnect arrangements with local wireline telephone
companies.



    Wireless system operators normally agree to provide service to subscribers
from other technologically compatible wireless systems who are temporarily
located in or traveling through their service areas in a practice called
roaming. Agreements among wireless system operators provide that the roaming
subscriber's home carrier pays the serving carrier at rates prescribed by the
serving carrier. The introduction of phones that are compatible with more than
one wireless technology increases the likelihood that a subscriber's handset
will be able to find a compatible technology when roaming.



    Early wireless networks employed analog technology, which uses one
continuous electronic signal that varies in amplitude or frequency over a single
radio channel. Many of these technologies are still in use today. Increasingly,
wireless operators have deployed or are deploying digital wireless technology,
which is commonly referred to as digital cellular or personal communications
services, or PCS. Digital systems convert voice signals into a stream of digits
that is compressed before transmission, enabling a single radio channel to carry
multiple simultaneous signal transmissions, increasing network capacity.
Digital-based wireless technologies allow greater call privacy and new and
enhanced services, such as caller identification, call forwarding and short
messaging service. These services are often referred to as value-added services.
Digital technology also allows more complex data transmission features,
including facsimile, electronic mail, Internet and data network access.


                                       93
<PAGE>
    There is no single standard international digital technology, and various
distinct technologies have been deployed in digital wireless systems:

    - TDMA--TIME DIVISION MULTIPLE ACCESS. TDMA increases capacity by placing
      three or more calls on one radio channel separated by time. This
      technology operates in the 800 and 1900 MHz band and is known as TDMA 800
      and TDMA 1900, respectively.

    - CDMA--CODE DIVISION MULTIPLE ACCESS. CDMA increases capacity by coding
      transmissions and spreading information over many channels. This
      technology generally operates in the 800 and 1900 MHz bands and is known
      as CDMA 800 and CDMA 1900, respectively.

    - GSM--GLOBAL SYSTEM FOR MOBILE COMMUNICATIONS. GSM, a variation of TDMA,
      originated in Europe and has been widely deployed internationally in the
      900, 1800 and 1900 MHz frequency bands, known as GSM 900, GSM 1800 and GSM
      1900, respectively.


Another digital technology being deployed in many markets is enhanced mobile
radio, or digital mobile two-way radio, which allows both two-way radio
communication within the network and interconnection to connect calls to and
from the wireline telephone network.


    THE WIRELESS COMMUNICATIONS MARKET.  The global telecommunications industry
continues to undergo rapid change resulting from privatization, deregulation,
increased competition, the expansion of wireless services, the decrease in
network infrastructure and handset costs, the growth of the Internet, the
increased use of data-intensive applications and the deployment of
high-bandwidth digital networks. Worldwide cellular subscribers have grown from
16.8 million at the end of 1991 to 474.8 million at the end of 1999, which
represented a compound annual growth rate of 51.8%.

    Wireline penetration rates in less developed countries in regions such as
Latin America, the Middle East and Asia remain significantly below the levels of
more developed countries, and we believe use of wireless communications in these
regions has the potential to grow at a faster rate than in the global wireless
communications industry overall. We expect that the low penetration and long
waiting lists for wireline communications service in developing countries will
continue to contribute to the rapid growth in wireless services. In some
countries, the wireless communications network provides significantly improved
access to the local and international wireline network as compared to the
existing wireline service. Continued growth of wireless services is expected to
result from increased penetration and usage as service costs decline, wireless
network coverage and capacity expand, service functionality, such as the calling
party pays and prepaid service offerings, increases and demand grows from users
wanting the convenience of wireless service.

                                       94
<PAGE>

    Wireline networks require the construction of extensive infrastructure in
the form of buried or overhead cable networks, while wireless communications
systems generally require significantly less construction. For developing
countries, wireless communications systems may therefore represent a more
cost-effective and faster method of expanding telecommunications infrastructure
than traditional wireline networks. These factors, together with the ongoing
liberalization of telecommunications regulatory environments, are expected to
stimulate future growth in communications services revenue in developing
countries. In countries where labor rates are very low and the time for
build-out of a telephone network is not critical, wireline networks may be the
preferred alternative to wireless on a cost basis. In addition, wireless systems
may be considered less reliable in certain performance aspects than wireline
systems because wireless calls can be cut off when the radio signal is lost.


    GROWTH TRENDS.  Growth in the telecommunications industry, and particularly
wireless communications, has been shaped by a number of underlying trends that
are likely to cause this growth to continue.

        OPENING MARKETS INCREASES PENETRATION.  The opening of
    telecommunications markets to private operators has resulted in increased
    competition for substantially all telecommunications products and services.
    This competition has attracted capital investment and technical talent and
    has facilitated the availability of advanced telecommunications services and
    generally reduced prices, all of which has resulted in mass-market
    availability of wireless communication services.

        EXPANDING PENETRATION LOWERS UNIT COSTS.  The number of wireless
    subscribers and levels of wireless penetration have increased throughout the
    world. Increased subscriber numbers allow wireless providers to distribute
    the fixed costs of wireless networks over greater numbers of users, thereby
    reducing the unit costs of providing wireless service. Lower costs in turn
    tend to attract more subscribers and higher usage, which in turn may further
    lower unit costs.

        EMPLOYING DIGITAL TECHNOLOGY LOWERS COSTS AND INCREASES UTILITY AND
    FUNCTIONALITY.  Wireless telecommunications providers are increasingly
    employing digital technology in their networks. Digital wireless systems
    achieve greater capacity, allowing additional subscribers to use a given
    amount of spectrum, and therefore reduce network costs per subscriber more
    than analog systems. Digital wireless systems offer improved call privacy
    and security, extended handset battery life, value-added services and more
    robust data transmission features. We believe the combination of lower unit
    costs, increased functionality and expanded wireless Internet and data
    services should produce continuing growth of digital wireless communications
    services revenues.

        OFFERING PREPAID BILLING PLANS EXPANDS ADDRESSABLE MARKET.  In addition
    to traditional postpaid plans, in which customers are billed monthly for use
    after it occurs, many wireless communications service providers now offer
    prepaid service

                                       95
<PAGE>
    plans. Prepaid customers purchase minutes of use in advance, typically by
    purchasing calling cards that are available in various denominations.
    Prepaid service plans expand the addressable market by making it easier to
    initiate subscription for wireless service, and offer benefits both for
    customers and service providers. From a customer perspective, and
    particularly for cost conscious customers without ready access to credit,
    prepaid service is attractive because it does not require any fixed-term
    contract, monthly fee or credit reference check. Prepaid service also offers
    a number of benefits for wireless system operators, including reduced bad
    debt exposure, minimal levels of accounts receivable, higher per-minute
    charges, lower customer acquisition costs and lower billing expenses.


        OFFERING CALLING PARTY PAYS BILLING INCREASES WIRELESS SERVICE USAGE.
    Regulators in many markets are increasingly providing for calling party pays
    billing systems, under which wireless service charges associated with a call
    are billed to the person who initiates the call. Calling party pays billing
    systems increase wireless service usage, because subscribers tend to leave
    their wireless handsets powered on and encourage others to call them, as
    they do not pay for incoming calls. Through a combination of prepaid service
    plans and calling party pays billing, prepaid customers can enjoy the
    convenience of receiving calls on a mobile handset without having to pay for
    incoming calls or fixed monthly charges.



        DEVELOPING DATA APPLICATIONS EXPANDS WIRELESS SERVICE UTILITY.  The
    convergence of personal computing, the Internet and wireless communications
    is expanding the utility of wireless services. The introduction of wireless
    portals and web services for corporate and consumer users is beginning to
    allow access to e-mail, news, entertainment, sports, weather, travel
    services, stock quotes, banking services, electronic commerce,
    location-based services, database access and comparison shopping
    applications through mobile phones. Specially designed mobile phones now
    enable subscribers to access simplified Internet sites, and provide an
    environment that encourages developers to create innovative data services
    for wireless networks. We believe wireless telecommunications devices may be
    the primary means by which users will access the Internet in countries with
    low wireline and personal computer penetration.



    We believe that offering wireless data services will increase subscriber
growth and create potential new revenue sources for operators including
e-commerce transactions, micro-payments, which include purchases from vending
machines, content access and advertising. We believe wireless data services will
increase network traffic, including voice traffic. Furthermore, the provision of
wireless data is expected to lower churn rates as subscribers will be reluctant
to switch from their favorite configured Internet sites and services to new
ones.


                                       96
<PAGE>

    NEW WIRELESS TECHNOLOGY.  The first generation of cellular systems used
analog technologies. Present day digital technologies, including GSM, CDMA and
TDMA, are termed second generation, or 2G, systems. The next generation of
wireless technology, known as 3G, increases data transmission capacity by at
least a factor of ten. Faster data transmission rates allow cellular subscribers
to access the Internet, receive e-mail and engage in e-commerce transactions in
a more efficient manner. Standards for 3G are still evolving, and equipment
manufacturers are not expected to deploy commercial systems until 2002. New 3G
networks are likely to require additional spectrum allocation which, in most
jurisdictions, may require payment of significant additional license fees.



    With customer interest in receiving data by wireless handsets already
growing, some wireless communications operators have shown an interest in
introducing high-performance data services, before the implementation of 3G
technology, through minor modifications to existing 2G networks. These networks,
possessing capabilities between 2G technology and 3G technology, have become
known as 2.5G networks. Networks for 2G, based on CDMA technology, are therefore
being introduced which allow 2.5G capability through upgrades to 2G software and
handsets. GSM equipment manufacturers are also upgrading their existing systems
to allow for 2.5G service.


                                       97
<PAGE>
                                    BUSINESS


    We develop, operate and own interests in wireless communications businesses
in targeted markets throughout the world. Over the past 15 years, our culturally
diverse and multilingual team has grown our wireless communications business by
adding subscribers in existing markets and extending our geographic footprint
into new markets in our targeted regions. Our operating companies are
concentrated in Latin America, the Middle East and Asia, providing us with a
strong regional presence in which to use our strategic relationships and
operational experience to position us for future expansion.



    Our operating companies currently offer wireless services in Mexico, Israel,
Hong Kong, Egypt, Argentina, Lithuania, Jordan, Chile, the Dominican Republic,
Pakistan, Uruguay and Azerbaijan. In addition to our four consolidated northern
Mexico operating companies, we have ownership interests in each of our other
operating companies, ranging from 18% to 50%. We believe that many of our
operating companies hold leading positions in their licensed territories based
on their number of subscribers.



    Our operating companies are located primarily in markets where we believe
rapid economic development is creating significant demand for communications
services and the availability of wireline telephone services is often inadequate
to meet this demand. We established an early presence in each of these markets
by teaming with prominent local partners and, in many instances, international
telecommunications companies.



    We take an active role in the management of our operating companies and have
representatives on the board of directors of each of them. In addition, we have
an operations manager for each of the operating companies who is responsible for
day-to-day interaction with operating company management. Our operations
managers also facilitate the sharing of experience and knowledge across our
operating companies. In addition, we use our engineering, marketing, human
resources and finance specialists to assist our operating companies' management
teams to improve current operations, develop growth initiatives, adopt new
technologies and create market innovations in order to enhance their financial
performance. For example, we helped implement one of the first commercial CDMA
wireless systems in the world, and many of our operating companies are currently
introducing wireless data services to their customers. We have also assigned a
number of our employees to executive positions in our operating companies. We
will continue to leverage our international wireless operating expertise to
increase subscriber growth and enhance both the revenues and financial
performance of our operating companies.



    At December 31, 1999, our operating companies operated under wireless
licenses that covered over 330 million people and provided cellular services to
approximately 6.7 million subscribers, an increase of 2.6 million subscribers,
or 62.2%, from December 31, 1998. At June 30, 2000, our operating companies
provided cellular services to approximately 8.2 million subscribers, an increase
of 1.5 million subscribers,


                                       98
<PAGE>

or 23%, from December 31, 1999 to June 30, 2000. Based on our ownership
percentages, we had approximately 3.0 million proportionate subscribers at
June 30, 2000. Our proportionate share of the aggregate revenues of our
operating companies was $714.8 million for the six months ended June 30, 2000.
Our consolidated net loss for the six months ended June 30, 2000 was
approximately $12.3 million.



    Except for our ownership data, which are as of September 1, 2000, the
following table summarizes pertinent information for each of our operating
companies as of and for the year ended December 31, 1999.



<TABLE>
<CAPTION>
                            OPERATING                        ESTIMATED        TOTAL       OPERATING                    SYSTEM
                             COMPANY            PROPEL       LICENSED       CELLULAR       COMPANY    PROPORTIONATE   START-UP
                              NAME            OWNERSHIP     POPULATION     SUBSCRIBERS     REVENUE       REVENUE        DATE
                              ----            ---------     ----------     -----------     -------       -------        ----
                                                 (%)                (THOUSANDS)                  (MILLIONS)
<S>                    <C>                   <C>            <C>           <C>             <C>         <C>             <C>
LATIN AMERICA
NORTHERN MEXICO......     Baja Celular          100.0           2,850           252       $   95.8      $   46.8        1990
                             Movitel             90.0           4,741           299           92.0          50.8        1990
                             Norcel             100.0           5,423           168           48.5          48.5        1990
                             Cedetel            100.0           8,162           362          106.6         106.6        1990
ARGENTINA............   Movicom Argentina        25.0          36,580         1,171          830.0         207.5        1989
CHILE................          ETP               25.0          15,010           656          188.8          47.2        1991
DOMINICAN REPUBLIC...        Tricom              26.5           8,250           176          170.8          52.6        1992
URUGUAY..............    Movicom Uruguay         32.0           1,529           116           86.4          27.6        1991
SOUTHERN MEXICO......       Portatel             21.7           8,994            88           34.9           7.6        1990
EUROPE/MIDDLE EAST
ISRAEL...............       Pelephone            50.0           6,122         1,110          709.4         354.7        1986
EGYPT................        MobiNil             18.0          64,520           507          360.3          64.8        1995
LITHUANIA............        Omnitel             35.0           3,700           198           88.6          31.0        1995
JORDAN...............       Fastlink             26.1           4,843            94           99.3          25.9        1995
AZERBAIJAN...........        Bakcell             25.0           7,620            14            6.8           3.4        1994
ASIA
HONG KONG............  Hutchison Telephone       25.1           6,840         1,353          524.5         151.6        1985
PAKISTAN.............       Mobilink             30.0         145,750            94           34.9          10.5        1994
                                                              -------         -----       --------      --------
  TOTAL..............                                         330,934         6,658       $3,479.0      $1,237.1
                                                              =======         =====       ========      ========
</TABLE>



    Proportionate revenue is computed by multiplying operating company U.S.
dollar and U.S. GAAP-reconciled revenues by our average ownership percentage
throughout the period and, in the cases of Mexico, Chile and Israel, eliminating
the effects of inflationary accounting. During 1999, our ownership percentage
changed in Hutchison Telephone. Our weighted average ownership interest in
Hutchison Telephone for the year ended December 31, 1999 was 27.1%.



    In addition, total operating company revenue and proportionate revenue for
Azerbaijan reflects the results of operations for GTIB, a holding company which
now owns 75% of Bakcell and which purchases cellular infrastructure and handsets
and sells this equipment to Bakcell and provides management services to Bakcell
for a fee. Except for the six months ended June 30, 2000, GTIB did not own a
majority of Bakcell. Therefore, GTIB's results of operations, except for the six
months ended June 30, 2000, do not reflect the revenues generated from Bakcell's
wireless services. Subsequent to December 31, 1999, GTIB acquired an additional
26% ownership in


                                       99
<PAGE>

Bakcell. GTIB began to consolidate the financial results of Bakcell during the
second quarter of 2000.



    In addition to our operating companies that we actively manage, we have a
1.9% equity investment in Korea Telecom Freetel, a wireless operator whose stock
trades on the South Korean KOSDAQ market. We also operate a handset distribution
business in Israel, through our wholly owned Israeli subsidiary, called Wireless
Distribution Services, or WDS. For the year ended December 31, 1999, WDS
generated revenues of $224.1 million. In addition, we own approximately 16.8% of
Zephyr Telecommunications, Inc. on a fully diluted basis. Zephyr operates an
international Internet protocol based communications platform, providing
international and national long distance telecommunications, broadband Internet
access and Web hosting in selected countries. Zephyr, which commenced operations
in the third quarter of 1998, generated revenues of $3.7 million for the year
ended December 31, 1999.


COMPETITIVE STRENGTHS

    We believe the combination of the following strengths distinguishes us from
our competitors:

    - EXPERIENCED MANAGEMENT TEAM. We have developed, operated and owned
      interests in wireless communications businesses for more than 15 years,
      and we have successfully managed these businesses in challenging economic
      and political environments. As a result, we have gained considerable
      experience in entering and operating in developing markets and launching
      new products and services. Our team of professionals is culturally
      diverse, multilingual and have extensive experience in wireless
      communications operations and business development.


    - STRONG STRATEGIC RELATIONSHIPS. We have forged strategic relationships
      with prominent local and regional partners and, in many instances,
      international telecommunications companies. Aligning with local and
      regional partners has afforded our operating companies competitive
      advantages and helped us identify new business opportunities at an early
      stage. Working with international telecommunications companies, including
      Hutchison Whampoa, NTT DoCoMo, France Telecom, Telia, Sonera, Bezeq,
      Telecom Italia Mobile and BellSouth, complements our experience in
      developing and operating wireless communications companies.



    - REGIONAL FOCUS. Our operating companies are concentrated in Latin America,
      the Middle East and Asia. This regional presence provides us with a strong
      regional platform to leverage our strategic relationships and operational
      expertise and positions us for future expansion. For example, in Latin
      America where prepaid service is an important market driver, we shared the
      experience of our operating companies in northern Mexico as the first
      providers of prepaid service in Latin America with our operating companies
      in Argentina, Chile and Uruguay. In addition, we believe that the
      geographic diversity of our


                                      100
<PAGE>

      operations across all three regions helps reduce the impact of economic or
      political instability in any one geographic region.



    - ESTABLISHED PRESENCE AND GROWING BASE OF SUBSCRIBERS. Our operating
      companies serve many growing wireless markets in the world. Our early
      entry into these markets has allowed us to build, in most cases, growing
      subscriber bases. During 1999, our operating companies grew their combined
      subscriber base by 2.7 million to approximately 6.8 million, an increase
      of approximately 66%, from December 31, 1998. We believe our operating
      companies' existing network infrastructure and subscriber bases provide
      them with several competitive advantages, including sufficient scale to
      introduce new services and broad platforms for entering new lines of
      communications business.



    - TECHNOLOGY LEADERS. Our operating companies are early adopters of new
      technology platforms. For example, Movicom Argentina introduced one of the
      world's first narrowband analog networks in 1993, and Hutchison Telephone
      deployed the world's first commercial CDMA system in 1995. Today, all of
      our operating companies are operating or installing GSM or CDMA digital
      networks, which allow them to offer advanced wireless services and better
      position them to rapidly implement new technologies and grow their
      subscriber bases. Additionally, several of our operating companies are
      testing or implementing new technologies for providing advanced wireless
      data services. For example, Hutchison Telephone has used the experience of
      our partner, NTT DoCoMo, the leading provider of wireless data services in
      Japan, to develop and offer wireless data services to our customers in
      Hong Kong. We intend to continue our tradition of promoting and
      encouraging innovation among our operating companies to position them to
      be among the first to implement new technologies.


BUSINESS STRATEGY

    Our goal is to become the leading provider of wireless communications
services in each of our operating regions. Key elements of our strategy are to:


    - MAXIMIZE PERFORMANCE OF EXISTING OPERATIONS. We believe there continue to
      be considerable opportunities for the long-term growth of our operating
      companies in their existing markets. Our operating companies serve many
      growing wireless communications markets, and we believe they are well
      positioned to benefit from this growth. In order to maximize our operating
      companies' operating and financial performance, we will continue to:



       - actively participate on each of their boards of directors, advise
         management and share our knowledge and experience across all of our
         operating companies;


                                      101
<PAGE>
       - designate operations managers to contribute technical and managerial
         knowledge to help them optimize their networks and manage their
         operating and capital costs; and

       - assign our employees to them where appropriate.

      To achieve further growth, we will continue to help our operating
      companies implement innovative advertising programs, pricing plans and
      other sales and marketing initiatives designed to appeal to additional
      market segments.

    - IMPLEMENT NEW SERVICES. We plan to assist our operating companies in
      complementing their current wireless communications offerings with
      additional services. For example, our operating companies in Argentina,
      Lithuania and the Dominican Republic have already added to their wireless
      communications offerings by providing new services, including fixed local
      and long distance telephony, corporate data services, Internet service,
      paging and trunked radio. We believe that these service offerings will
      create new revenue opportunities and allow our operating companies to
      provide bundled services, which will better position them against
      competing wireline and wireless communications operators.


    - CAPITALIZE ON WIRELESS DATA OPPORTUNITIES. We expect wireless data
      services to stimulate subscriber growth, increase usage and enhance
      revenue growth throughout the world. We believe our operating companies
      are well positioned to benefit from these trends. All of our operating
      companies are either operating or installing digital networks which have
      been or can be upgraded to accommodate these new and enhanced data
      services. We expect many of our operating companies to introduce or
      enhance their wireless data services with mobile Internet access, e-mail,
      e-commerce applications and personalized information delivery services,
      which can be provided through a mobile phone. Our operating companies in
      Hong Kong, Israel, Mexico, Egypt, Lithuania, Jordan and Argentina are
      either testing or have recently introduced wireless data services.



      We believe we can use the experience of these operating companies to
      develop and implement wireless data services by our other operating
      companies. We are aggressively pursuing relationships with Internet
      service providers, wireless data application service providers, local
      language portals and content companies and related hardware and software
      companies to develop and enhance the wireless data offerings of our
      operating companies.


    - EXPAND AND STRENGTHEN OUR GEOGRAPHIC FOOTPRINT. We intend to selectively
      pursue new license acquisitions and business combinations in our targeted
      regions to complement our existing operations. In particular, we will
      initially target Latin America, the Middle East/North Africa and China. We
      believe our established regional presence, strategic affiliations and our
      extensive experience in competitive license bidding and local operations
      will enable us to capitalize on opportunities in our targeted regions. As
      opportunities arise, we may also

                                      102
<PAGE>
      increase our ownership in our existing operating companies by acquiring
      the interests of their other shareholders.

LATIN AMERICAN OPERATIONS

  NORTHERN MEXICO

    Our operating companies in northern Mexico are:


    - Baja Celular Mexicana S.A. de C.V., which operates under the name
      Baja Celular;


    - Movitel Del Noroeste S.A. de C.V., which operates under the name Movitel;

    - Telefonia Celular Del Norte S.A. de C.V., which operates under the name
      Norcel; and

    - Celular de Telefonia S.A. de C.V., which operates under the name Cedetel.


Each of these companies operates in one of four regions of northern Mexico as
designated by Mexico's Secretary of Communications and Transportation, which
border the southern United States, and which include the rapidly developing
industrial cities of Monterrey, Tijuana and Juarez and their surrounding areas.
Each of our northern Mexico operating companies initiated service in 1990. As of
December 31, 1999, these operating companies served an aggregate of
approximately 1.1 million wireless subscribers. From 1997 through 1999, their
aggregate subscriber base grew at a compound annual growth rate of approximately
132%.



    Our northern Mexico operating companies are currently licensed to serve
21.2 million persons. Baja Celular, the leader in its licensed area in terms of
market share, was one of the first wireless communications operators in the
world, and the first in Mexico, to offer prepaid wireless services. Each of our
northern Mexico operating companies offers the following services:


    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - national roaming;

    - international roaming;

    - value-added services, including three-party conference calling, call
      barring, call waiting and transfer, voice mail, caller identification,
      text messaging, information services and detailed billing; and

    - usage limit plans.

    As of December 31, 1999, our northern Mexico operating companies employed a
total of approximately 3,400 people.

                                      103
<PAGE>

    The following table shows several key statistics for these operating
companies as a group for their three fiscal years ended December 31, 1999, and
for the six months ended June 30, 1999 and 2000, and nationwide wireless
penetration and real GDP growth in Mexico for 1997, 1998 and 1999:



<TABLE>
<CAPTION>
                                                                                   SIX MONTHS
                                         YEAR ENDED DECEMBER 31,                 ENDED JUNE 30,
                                   ------------------------------------      ----------------------
                                     1997          1998          1999          1999          2000
                                     ----          ----          ----          ----          ----
                                                 (DOLLARS IN MILLIONS; POPULATION AND
                                                      SUBSCRIBERS IN THOUSANDS)
<S>                                <C>           <C>           <C>           <C>           <C>
Total operating companies:
  Licensed population............   20,003        20,764        21,176           N/A           N/A
  Wireless subscribers...........      200           490         1,081           729         1,247
  Net revenues...................  $ 143.7       $ 206.3       $ 342.8        $149.4        $200.6
  Adjusted EBITDA................     37.4          48.3          70.6          36.2          54.7
  Adjusted EBITDA margin.........     26.0%         23.4%         20.6%         24.2%         27.2%
  Capital expenditures...........     41.1          55.7         113.2          91.2          30.3
Proportionate:
  Licensed population............   16,645        17,249        17,598           N/A           N/A
  Wireless subscribers...........      145           376           818           556           951
  Net revenues...................  $ 102.8       $ 154.0       $ 252.7        $113.0        $146.5
  Adjusted EBITDA................     24.4          34.5          47.2          25.4          38.0
  Capital expenditures...........     27.5          36.4          84.8          57.1          25.2
Wireless penetration (all
  carriers)......................      1.7%          3.2%          7.2%          N/A           N/A
Real GDP growth..................      6.8%          4.8%          3.7%          N/A           N/A
</TABLE>



    Baja Celular and Movitel's financial statements included elsewhere in this
prospectus have been prepared using inflationary accounting. The data in the
above table remove the effects of such accounting practice. For Baja Celular and
Movitel, capital expenditures data in the table represent change in gross
property, plant and equipment. While wireless penetration in the table relates
to wireless penetration in Mexico as a whole, we believe that the wireless
penetration for the regions in which our northern Mexico operating companies
operate is higher than the national figure.



    OWNERSHIP.  We formed our Norcel joint venture in 1990. We acquired our
initial interests in our other northern Mexico operating companies 1993 and
1994. We currently own 100% of the outstanding common stock of Norcel, Cedetel
and Baja Celular. We own 90.0% of the outstanding common stock of Movitel, 68%
of which is through our ownership of Baja Celular and 22% of which we hold
directly. GTE Wireless owns the remaining common stock of Movitel.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We directly control all of our
northern Mexico operating companies with a single management team. We have an
operations manager who is responsible for day-to-day interaction with these


                                      104
<PAGE>

companies' management. We also contribute substantial technical and managerial
knowledge to help them optimize their networks and manage their businesses.


    MARKET DEMOGRAPHICS.  Mexico is one of Latin America's largest countries
with a population of approximately 97.4 million people, of which approximately
21.2 million are covered by our northern Mexico operating companies' licenses.
Mexico is also one of Latin America's largest economies with a 1999 GDP of
$479 billion, or approximately $4,910 per person. The Mexican economy benefits
from its proximity to the United States and the free trade principles
established by the North American Free Trade Agreement. This has been
particularly true in the industrialized northern regions in which we operate. At
December 31, 1999, nationwide wireline penetration was approximately 11.0%, and
wireless penetration was approximately 7.2%. We believe wireless penetration can
exceed wireline penetration in Mexico due to speed of system deployment, greater
functionality of wireless offerings, decreasing relative cost of wireless
communications and a difficulty in some areas of obtaining wireline phone
service promptly, or at all.


    NETWORK OVERVIEW.  Our northern Mexico operating companies offer digital
cellular services using CDMA and cellular services using analog technology. As
of December 31, 1999, their digital networks consisted of over 80 cell sites and
four digital switches, and their analog networks consisted of over 275 cell
sites and ten switches.


    SALES AND MARKETING.  Our northern Mexico operating companies focus their
direct sales and marketing strategies on corporate accounts and other high-use
subscribers. They have also had success in penetrating the mass market with the
introduction of prepaid cellular products and calling party pays. Our northern
Mexico operating companies market their services through direct and indirect
sales agents, including some of the largest retail outlets in northern Mexico.
At December 31, 1999, they had 235 service and sales centers, 80 distributors
and over 4,000 points of sale for prepaid cards.

    Our northern Mexico operating companies have designed multiple pricing
strategies to appeal to specifically targeted market segments. Their digital,
postpaid, enhanced service offerings appeal to higher income heavy users while
their prepaid plans appeal to more cost-conscious subscribers who might not
otherwise have access to wireless communications services. The introduction of
calling party pays in 1999 has had a positive impact on our northern Mexico
operating companies' sales. In order to enhance their market share and
profitability, those operating companies are concentrating their efforts on
building a portfolio of advanced value-added services, which they may use to
both attract potential customers and retain existing subscribers. We expect some
of these services to include national and international roaming for prepaid
customers, personalized information services, wireless Internet and e-mail and
the provision of fax mail.


    COMPETITION.  Our northern Mexico operating companies compete with a variety
of telecommunications providers, most of which are affiliated with international


                                      105
<PAGE>

telecommunications companies. Their principal competitor is Radiomovil Dipsa,
S.A. de C.V., or Telcel, a subsidiary of the nationwide wireline telephone
operator. Their competitors currently offer, or are expected to offer, similar
services to those provided by our northern Mexico operating companies. In
addition, our northern Mexico operating companies compete indirectly with mobile
radio providers, long distance providers and wireline providers.



    Our northern Mexico operating companies compete on the basis of network
coverage, call quality, customer service, roaming ability and pricing packages
designed for specific market segments.


    LICENSES.  Our northern Mexico operating companies' licenses are described
in the table below:


<TABLE>
<CAPTION>
                                                                                                    NETWORK
OPERATING COMPANY       FREQUENCY        SPECTRUM           TERM         LICENSED TERRITORY        TECHNOLOGY
-----------------       ---------        --------           ----         ------------------        ----------
<S>                     <C>         <C>                  <C>           <C>                       <C>
Baja Celular..........   800 MHz        2 X 10 MHz        1990--2010   Baja California, Baja      CDMA/Analog
                                                                         California Sur and
                                                                         portions of Sonora
Movitel...............   800 MHz        2 X 10 MHz        1990--2010   Sinaloa and portions of    CDMA/Analog
                                                                               Sonora
Norcel................   800 MHz        2 X 10 MHz        1990--2010   Chihuahua, Durango and     CDMA/Analog
                                                                        portions of Coahuila
Cedetel...............   800 MHz        2 X 10 MHz        1990--2010   Nuevo Leon, Tamaulipas     CDMA/Analog
                                                                          and portions of
                                                                              Coahuila
</TABLE>


    All of the licenses of our northern Mexican operating companies require
adherence to various conditions, including network build-out requirements and
quality standards. We expect these licenses to be renewed upon expiration
without payment of material additional fees.


    We do not expect any significant additional spectrum to be offered by the
Mexican government in regions in which our northern Mexican operating companies
operate for the foreseeable future, other than an auction for spectrum to be
allocated in the 28 GHz frequency range for the purposes of local multipoint
distribution service, or LMDS, applications. We expect this auction to occur in
the last half of 2000 or early in 2001, and we are currently exploring whether
to participate in this auction. LMDS is a wireless, two-way broadband technology
designed to allow communications service providers to bring a wide range of
high-value, quality services, including the transmission of voice, high-speed
data and video, to businesses as an alternative to fixed wireline services.


  ARGENTINA

    Our operating company in Argentina is Compania de Radiocomunicaciones
Moviles, S.A., which operates under the name Movicom and which we refer to as
Movicom Argentina. Movicom Argentina launched Argentina's first cellular network
in 1989 in Buenos Aires and is a leading wireless communications services
provider in

                                      106
<PAGE>
Argentina and in terms of market share is the leading wireless communication
service provider in greater metropolitan Buenos Aires. As of December 31, 1999,
Movicom Argentina served 1.2 million wireless subscribers in Buenos Aires. From
1997 through 1999, Movicom Argentina's subscriber base grew at a compound annual
growth rate of approximately 36%.


    Movicom Argentina was awarded a permit to provide wireless services in
Buenos Aires in 1988. Movicom Argentina launched the first narrowband analog
network in Latin America in 1993. In 1995, the cellular permit was converted to
a license. In 1999, Movicom Argentina acquired three digital PCS licenses
permitting it to extend its wireless service nationwide, for which it committed
to pay approximately $263 million in license fees. In addition, a subsidiary of
Movicom Argentina has a basic telephone service license that allows it to
provide both local and long distance wireless and wireline services. Movicom
Argentina currently offers PCS service in Buenos Aires, and began to offer PCS
service outside of Buenos Aires in the first half of 2000. We expect that this
PCS coverage will eventually include all major cities in Argentina. Movicom
Argentina offers the following services:


    - postpaid wireless;

    - prepaid wireless;


    - calling party pays billing:


    - national roaming;

    - international roaming;

    - value-added services, including three-party conference calling, call
      barring, call waiting and transfer, voice mail, caller identification,
      text messaging, e-mail, fax, information services and detailed billing;

    - usage limit plans;

    - wireless data;

    - facilities-based national long distance;

    - facilities-based international long distance;

    - data transmission by leased lines or microwave;


    - Internet service provision; and



    - mobile radio.



    In addition, Movicom Argentina recently launched the first wireless Internet
service in Argentina, allowing news, weather, sports and entertainment content
to be delivered to its subscribers in Buenos Aires. As of December 31, 1999,
Movicom Argentina employed approximately 1,950 people.



    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and


                                      107
<PAGE>

nationwide wireless penetration and real GDP growth in Argentina for 1997, 1998
and 1999:



<TABLE>
<CAPTION>
                                                                                SIX MONTHS
                                      YEAR ENDED DECEMBER 31,                 ENDED JUNE 30,
                                      -----------------------             ----------------------
                                  1997          1998          1999          1999          2000
                                  ----          ----          ----          ----          ----
                                        (DOLLARS IN MILLIONS; POPULATION AND SUBSCRIBERS
                                                         IN THOUSANDS)
<S>                             <C>           <C>           <C>           <C>           <C>
Total operating company:
  Licensed population.........   12,650        12,820        36,580           N/A           N/A
  Wireless subscribers........      629           885         1,171           966         1,383
  Net revenues................  $ 597.9       $ 748.9       $ 830.0        $403.2        $426.0
  Adjusted EBITDA.............    216.4         304.1         306.8         173.5          70.4
  Adjusted EBITDA margin......     36.2%         40.6%         37.0%         43.0%         16.5%
  Capital expenditures........    162.4         167.0         183.4          39.3         126.8
Proportionate:
  Licensed population.........    3,163         3,205         9,145           N/A           N/A
  Wireless subscribers........      157           221           293           242           346
  Net revenues................  $ 149.5       $ 187.2       $ 207.5        $100.8        $106.5
  Adjusted EBITDA.............     54.1          76.0          76.7          43.4          17.6
  Capital expenditures........     40.6          41.7          45.9           9.8          31.7
Wireless penetration
  (all carriers)..............      5.6%          7.9%         11.9%          N/A           N/A
Real GDP growth...............      8.1%          3.9%         (3.0)%         N/A           N/A
</TABLE>



    OWNERSHIP.  We formed our Movicom Argentina joint venture in 1988. We own
25.0% of the outstanding common stock of Movicom Argentina. Our primary partner
in Movicom Argentina is BellSouth, which indirectly holds 65.0% of the
outstanding common stock. In addition, Telper S.A., an Argentine
telecommunications equipment distributor, holds 10.0% of the outstanding common
stock. Under our shareholders agreement, the other shareholders have the right
to purchase our interest in Movicom Argentina at fair market value if Motorola's
ownership of our common stock falls below 75.0%, including through a
distribution of our common stock. The offering will not trigger this right of
first refusal under the Movicon Argentina shareholders agreement. We have not
received a waiver which allows Motorola to divest itself of all of our common
stock without triggering this right of first refusal under the shareholders
agreement. For more information regarding our rights under this shareholders
agreement, see "Our Relationships with Our Operating Companies--Argentina" on
page 181.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint two of the nine
members of Movicom Argentina's board of directors and nominate the company's
chief technical officer. Along with BellSouth, we possess joint control over the
business plan, capital expenditures and strategic direction of Movicom
Argentina. In addition


                                      108
<PAGE>

to actively participating on its board of directors, we have an operations
manager who is responsible for day-to-day interaction with Movicom Argentina's
management. We also contribute substantial technical and managerial knowledge to
assist Movicom Argentina in developing its network and managing its business.
For example, we recently contributed to the development of the international
long distance business plan with advice on call center methods and procedures,
automatic call distribution and review of the business case prior to board
approval. For more information regarding our operational and managerial
influence over Movicom Argentina and our other rights as a shareholder of
Movicom Argentina, see "Our Relationships with Our Operating
Companies--Argentina" on page 181.



    MARKET DEMOGRAPHICS.  Argentina is one of Latin America's largest countries
with a population of approximately 36.6 million people, all of whom are now
covered by Movicom Argentina's licenses. Argentina is also one of Latin
America's largest economies with a 1999 GDP of approximately $289 billion, or
approximately $7,910 per person, the highest in Latin America. We believe that
the Buenos Aires metropolitan area, Movicom Argentina's current primary service
area, is one of the most affluent urban areas of Latin America. At December 31,
1999, nationwide wireline penetration was approximately 20.7% and wireless
penetration was approximately 11.9%.



    NETWORK OVERVIEW.  Movicom Argentina offers cellular services using digital
CDMA and narrowband analog technologies in Buenos Aires and digital CDMA
technology in the Argentine interior. As of December 31, 1999, Movicom
Argentina's digital network consisted of approximately 550 cell sites and 11
switches, and its analog network consisted of approximately 350 cell sites and
seven switches.


    SALES AND MARKETING.  Movicom Argentina focuses its sales and marketing
efforts on corporate accounts and other high-use subscribers, but has also had
success in penetrating the mass market with the introduction of prepaid cellular
products and calling party pays. Movicom Argentina markets its services through
direct and indirect sales agents, including some of the largest retail outlets
in Buenos Aires. At December 31, 1999, Movicom Argentina had 11 service and
sales centers, a direct sales force of 250 salespersons, approximately 600
third-party distribution points, including retail stores and sales agents, and
over 6,000 points of sale for prepaid cards.

    We believe the launch of Movicom Argentina's PCS service in the Argentine
interior represents a substantial opportunity to grow its wireless subscriber
base. Moreover, with both wireline and wireless penetration in the interior
remaining low, we believe opportunities for growth are present throughout
Argentina.


    We believe Movicom Argentina's strong market position, well known brand and
reputation for high-quality service position it well to market new services to
its customers and to become an integrated communications provider where it can
effectively leverage its wireless business. To capitalize on this opportunity,
Movicom Argentina launched an Internet service provider and, during the third
quarter of 1999,


                                      109
<PAGE>

a data transmission operation. Additionally, Movicom Argentina is exploring
opportunities to facilitate wireless e-commerce transactions and provide
dedicated call center solutions for its corporate customers. Finally, with
Argentina opening its local and long-distance markets to competition, Movicom
Argentina has begun marketing these services as well. Accordingly, in 1999, a
subsidiary of Movicom Argentina received a license to offer domestic and
international long distance services, which commenced in November 1999, as well
as local basic telephone service, which is expected to commence service in
November 2000.



    COMPETITION.  Movicom Argentina competes with a variety of
telecommunications providers, most of which are affiliated with international
telecommunications companies. Movicom Argentina's principal competitors are
Telefonica Argentina, a nationwide provider of wireless and wireline services,
Telecom Argentina, which is owned through a consortium controlled by France
Telecom and Telecom Italia, and CTI Movil S.A., which is a consortium
principally owned by GTE. Many of Movicom Argentina's competitors currently
offer, or are expected to offer, similar services as those provided by Movicom
Argentina. In addition, Movicom Argentina competes directly and indirectly with
other mobile radio providers, long distance providers and wireline providers.



    Movicom Argentina competes on the basis of network coverage, call quality,
customer service, roaming ability and pricing packages designed for specific
market segments.


    LICENSES.  Movicom Argentina's licenses are described in the table below:


<TABLE>
<CAPTION>
                                                                                                  NETWORK
USE                                 SPECTRUM              TERM            LICENSED TERRITORY    TECHNOLOGY
---                                 --------      ---------------------   ------------------    ----------
<S>                              <C>              <C>                     <C>                  <C>
Cellular at 800 MHz............  2 X 12.5 MHz     1988 - Indefinite         Buenos Aires          Analog
Basic telephone................  N/A              1999 - 2004 (review)     Nationwide and          N/A
                                                                            International
Trunking.......................  2 X 18 MHz       1994 - Indefinite          Nationwide        Mobile Radio
National data transmission.....  N/A              1992 - Indefinite          Nationwide            N/A
International data               N/A              1999 - Indefinite         International          N/A
  transmission.................
PCS at 1900 MHz................  2 X 20 MHz       1999 - Indefinite        Interior North          CDMA
PCS at 1900 MHz................  2 X 20 MHz       1999 - Indefinite        Interior South          CDMA
PCS at 1900 MHz................  2 X 10 MHz       1999 - Indefinite         Buenos Aires           CDMA
Paging.........................  N/A              1994 - Indefinite          Nationwide            N/A
Value-added services allowing
  for national and
  international long
  distance.....................  N/A              1995 - Indefinite          Nationwide            N/A
</TABLE>



    All of the licenses require adherence to various conditions, including
network build-out requirements and quality standards. We expect the basic
telephone license to be renewed upon expiration without payment of material
additional fees.


                                      110
<PAGE>
  CHILE


    Our operating company in Chile is Entel Telefonia Personal S.A., or ETP,
which currently operates through its subsidiaries Entel PCS Telecomunicaciones
S.A., or Entel PCS, and Entel Telefonia Movil, S.A., or Entel Movil. ETP began
providing wireless analog service nationwide outside of Santiago and the
surrounding metropolitan region in 1991 under the name Telecom. ETP initiated
nationwide digital service using GSM 1900 technology in March 1998 through Entel
PCS and Entel Movil, and subsequently sold its analog license to BellSouth. As
of December 31, 1999, Entel PCS and Entel Movil had approximately 656,000
subscribers. Entel PCS and Entel Movil offer the following services:


    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - national roaming;

    - international roaming;

    - value-added services, including three-party conference calling, call
      barring, call waiting and transfer, voice mail, caller identification,
      text messaging, e-mail, fax, information services and detailed billing;
      and

    - wireless data.

    ETP's other shareholder, Empresa Nacional de Telecomunicaciones S.A., or
Entel S.A., provides wireline, long distance and Internet services throughout
the country. Therefore, the ability of ETP and its subsidiaries Entel PCS and
Entel Movil to provide these services is limited.

    As of December 31, 1999, ETP and its subsidiaries employed approximately
1,400 people.

                                      111
<PAGE>

    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and
nationwide wireless penetration and real GDP growth in Chile for 1997, 1998 and
1999:



<TABLE>
<CAPTION>
                                                                                   SIX MONTHS
                                                                                     ENDED
                                         YEAR ENDED DECEMBER 31,                    JUNE 30,
                                   ------------------------------------      ----------------------
                                     1997          1998          1999          1999          2000
                                     ----          ----          ----          ----          ----
                                                 (DOLLARS IN MILLIONS; POPULATION AND
                                                      SUBSCRIBERS IN THOUSANDS)
<S>                                <C>           <C>           <C>           <C>           <C>
Total operating company:
  Licensed population............   14,620        14,820        15,010          N/A            N/A
  Wireless subscribers...........       62           185           656          333            977
  Net revenues...................  $  51.2       $  72.2       $ 188.8        $69.3         $158.6
  Adjusted EBITDA................      2.9          (6.0)          2.4         (3.9)          40.2
  Adjusted EBITDA margin.........      5.7%         (8.3)%         1.3%        (5.6)%         25.4%
  Capital expenditures...........     17.3         190.6          83.1          3.1           14.2
Proportionate:
  Licensed population............    3,655         3,705         3,753          N/A            N/A
  Wireless subscribers...........       16            46           164           83            244
  Net revenues...................  $  18.2       $  18.1       $  47.2        $17.3         $ 39.7
  Adjusted EBITDA................      1.0          (1.5)          0.6         (1.0)          10.1
  Capital expenditures...........      6.2          47.7          20.8          0.8            3.5
Wireless penetration (all
  carriers)......................      2.8%          6.1%         14.5%         N/A            N/A
Real GDP growth..................      7.6%          3.4%         (1.1)%        N/A            N/A
</TABLE>



    ETP's financial statements included elsewhere in this prospectus have been
prepared using inflationary accounting. The data in the above table removes the
effects of such accounting practice.



    OWNERSHIP.  We formed our Chilean joint venture in 1990. We currently own
25.001% of the outstanding common stock of ETP. Entel S.A., directly or through
its subsidiary Entel Inversiones S.A., owns the remaining 74.999%. Prior to
1997, we owned 40.8% of ETP and Entel S.A. owned 59.2%. ETP owns 99.9% of its
operating subsidiaries, Entel PCS and Entel Movil.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint two of the seven
members of ETP's, Entel PCS's and Entel Movil's boards of directors. In
addition, we have an operations manager who is responsible for day-to-day
interaction with ETP's management. We also contribute substantial technical and
managerial knowledge to help ETP and its subsidiaries optimize their networks
and manage their businesses. For example, our personnel have assisted in the
development and implementation of methods and procedures for direct, indirect
and retail sales channels and the overhaul of the customer service and call
center organizations to improve efficiency and reduce employee headcount. We
contributed to network implementation design review and


                                      112
<PAGE>

schedule management for the construction of the PCS network and helped with a
training program for internal and external distributors prior to the
introduction of PCS services. For more information regarding our operational and
managerial influence over ETP and our rights as a shareholder of ETP, see "Our
Relationships with Our Operating Companies--Chile" on page 182.


    MARKET DEMOGRAPHICS.  Chile has a population of approximately 15.0 million
people, all of whom are covered by Entel PCS's and Entel Movil's licenses.
Chile's GDP for 1999 was approximately $68.9 billion, or $4,590 per person. At
December 31, 1999, nationwide wireline penetration was approximately 22.7%, and
wireless penetration was approximately 14.5%.


    NETWORK OVERVIEW.  Entel PCS and Entel Movil offer digital cellular services
using GSM 1900 technology. At December 31, 1999, their network consisted of 620
cell sites and five switches.


    SALES AND MARKETING.  Entel PCS and Entel Movil benefit from the recognition
of the Entel name in Chile. Entel S.A., the largest shareholder of ETP, is a
well recognized participant in the long distance telecommunications market in
Chile.


    Entel PCS and Entel Movil use multiple pricing strategies in order to appeal
to various segments of the wireless communications market. They focus their
sales and marketing efforts on corporate accounts and other high-use customers
with postpaid plans, but have also had success in penetrating the mass market
with the introduction of prepaid cellular products and a calling party pays
service. Entel PCS and Entel Movil distribute their products and services
through direct sales forces, indirect distributors and large retail chain
stores.



    COMPETITION.  Entel PCS and Entel Movil compete with a variety of
telecommunications providers throughout Chile, most of which are affiliated with
international telecommunications companies. Their principal competitors are CTC
Comunicaciones Moviles S.A., which is owned by Telefonica, BellSouth
Comunicaciones S.A., which is controlled by BellSouth International, and
Smartcom PCS S.A., which is owned by Endesa, a Spanish utility. Many of these
competitors currently offer, or are expected to offer, similar services as those
provided by Entel PCS and Entel Movil. In addition, Entel PCS and Entel Movil
compete directly and indirectly with mobile radio providers, and long distance
and wireline providers, which include ETP's largest shareholder, Entel S.A.



    Entel PCS and Entel Movil compete on the basis of network coverage, call
quality, customer service, roaming ability and pricing packages designed for
specific market segments.


                                      113
<PAGE>
    LICENSES.  Entel PCS's and Entel Movil's licenses are described in the
table below:

<TABLE>
<CAPTION>
                                                                                        NETWORK
FREQUENCY                             SPECTRUM         TERM       LICENSED TERRITORY   TECHNOLOGY
---------                             --------         ----       ------------------   ----------
<S>                                 <C>             <C>           <C>                  <C>
1900 MHz..........................  2 X 15 MHz      1997 - 2027       Nationwide          GSM
1900 MHz..........................  2 X 15 MHz      1997 - 2027       Nationwide          GSM
</TABLE>


    Entel PCS's and Entel Movil's licenses require adherence to various
conditions, including network build-out requirements and quality standards. We
expect these licenses to be renewed upon expiration without payment of material
additional fees.


  DOMINICAN REPUBLIC


    Our operating company in the Dominican Republic is Tricom S.A. Tricom
initiated service in 1992 and operates nationwide cellular, international long
distance, paging and wireless local loop networks in the Dominican Republic.
Tricom receives a significant portion of its revenues from the provision of
services other than cellular, including revenues from international
long-distance and toll services. Tricom is listed on the New York Stock Exchange
under the symbol TDR. Recently, Tricom began offering fixed wireline service to
its subscribers. At December 31, 1999, Tricom had approximately 176,500 cellular
and PCS subscribers and 29,000 paging subscribers. Tricom offers the following
services:


    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - national roaming;

    - international roaming;

    - value-added services, including three-party conference calling, call
      barring, call waiting and transfer, voice mail, caller identification,
      text messaging, e-mail, fax, information services and detailed billing;

    - usage limit plans;

    - basic telephony;

    - wireless data;

    - facilities-based national long distance;

    - facilities-based international long distance;

    - wireless local loop;

    - data transmission by leased lines or microwave;

    - Internet service provision; and

    - paging.

    As of December 31, 1999, Tricom employed approximately 1,500 people.

                                      114
<PAGE>

    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and
nationwide wireless penetration and real GDP growth in the Dominican Republic
for 1997, 1998 and 1999:



<TABLE>
<CAPTION>
                                                                                       SIX MONTHS
                                                    YEAR ENDED                           ENDED
                                                   DECEMBER 31,                         JUNE 30,
                                       ------------------------------------      ----------------------
                                         1997          1998          1999          1999          2000
                                         ----          ----          ----          ----          ----
                                                     (DOLLARS IN MILLIONS; POPULATION AND
                                                          SUBSCRIBERS IN THOUSANDS)
<S>                                    <C>           <C>           <C>           <C>           <C>
Total operating company:
  Licensed population................    7,941         8,100         8,250          N/A            N/A
  Wireless subscribers...............       41           109           176          148            211
  Net revenues.......................   $ 90.1        $125.5        $170.8        $75.7         $105.0
  Adjusted EBITDA....................     31.5          53.7          75.3         32.9           42.7
  Adjusted EBITDA margin.............     35.0%         42.8%         44.1%        43.5%          40.6%
  Capital expenditures...............     92.7         142.1         121.0         66.0           72.7
Proportionate:
  Licensed population................    3,176         2,495         2,541          N/A            N/A
  Wireless subscribers...............       16            33            54           46             56
  Net revenues.......................   $ 36.0        $ 42.7        $ 52.6        $23.3         $ 30.0
  Adjusted EBITDA....................     12.6          18.3          23.2         10.1           12.3
  Capital expenditures...............     37.1          48.4          37.3         20.3           20.3
Wireless penetration (all
  carriers)..........................      1.6%          2.6%          5.0%         N/A            N/A
Real GDP growth......................      8.2%          7.3%          8.3%         N/A            N/A
</TABLE>



    OWNERSHIP.  We acquired our ownership interest in Tricom in 1993. We
currently own 26.5% of the outstanding stock of Tricom, which, because of its
disproportionate voting rights, equals a 38.1% voting interest. Oleander
Holdings, which is affiliated with GFN Corporation Ltd., owns 39.8% of the
outstanding stock of Tricom, which equals a 57.1% voting interest. The remaining
33.7% of the outstanding stock, or 4.8% voting interest, of Tricom is held by
public shareholders. Upon the completion of a distribution of our common stock
or other form of divestiture, we could lose the enhanced voting rights of shares
we hold in Tricom, and the minority protections under the Tricom shareholders
agreement.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint five of the 12 members
of Tricom's board of directors. In addition, we have an operations manager who
is responsible for day-to-day interaction with Tricom's management. We also
contribute substantial technical and managerial knowledge to help Tricom
optimize its network and manage its business. For example, Propel compensation
and benefits personnel helped Tricom design a stock option plan, a performance
management system and incentive plans and assisted in the implementation of
human resource training


                                      115
<PAGE>

programs. For more information regarding our operational and managerial
influence and our rights as a shareholder of Tricom, see "Our Relationships with
Our Operating Companies--Dominican Republic" on page 184.


    MARKET DEMOGRAPHICS.  The Dominican Republic's total population is
approximately 8.3 million people, all of whom are covered by Tricom's licenses.
The Dominican Republic's GDP for 1999 was approximately $17.4 billion, or $2,110
per person. At December 31, 1999 the Dominican Republic's wireline penetration
was approximately 9.8% and wireless penetration was approximately 5.0%.


    NETWORK OVERVIEW.  Tricom offers wireless services using digital CDMA and
narrowband analog technologies. Tricom also offers wireless local loop services
at 1900 MHz. At December 31, 1999 Tricom's regional network consisted of over 60
digital cell sites and two digital switches, over 70 analog cell sites and two
analog switches, and seven switches for international long distance, local
wireline, wireless local loop and PCS.


    SALES AND MARKETING.  Tricom's goal is to become a full service
telecommunications provider. Tricom employs multiple pricing strategies in order
to appeal to various segments of the wireless communications market in the
Dominican Republic. Except for its corporate accounts, Tricom does not
distribute handsets directly, and thus has not been required to fund handset
subsidies as part of its customer acquisition costs. Through a wholly owned
subsidiary, Tricom owns a switching facility in New York and is one of the few
Latin American long distance carriers licensed in the United States. We believe
Tricom carried a significant portion of the southbound voice and data traffic
from the United States to the Dominican Republic in 1998.


    COMPETITION.  Tricom competes with a variety of telecommunications providers
throughout the Dominican Republic, most of which are affiliated with
international telecommunications companies. Tricom's principal competitor is
Compania Dominicana de Telefonos C. por A., or Codetel, which is owned by GTE.
In addition, new market entrants France Telecom and Centennial Cellular have
purchased companies that hold PCS licenses. Many of Tricom's competitors
currently offer, or are expected to offer, similar services as those provided by
Tricom. In addition, Tricom competes directly and indirectly with mobile radio
providers, long distance providers and wireline providers.



    Tricom competes on the basis of network coverage, call quality, customer
service, roaming ability and pricing packages designed for specific market
segments.


                                      116
<PAGE>
    LICENSES.  Tricom holds a concession to provide the services described in
the table below:


<TABLE>
<CAPTION>
                                                                        LICENSED         NETWORK
FREQUENCY/USE                           SPECTRUM            TERM       TERRITORY        TECHNOLOGY
-------------                           --------            ----       ---------        ----------
<S>                               <C>                    <C>           <C>          <C>
Cellular at 800 MHz.............       2 X 12.5 MHz      1990 - 2010   Nationwide        Analog
Cellular at 1900 MHz............       2 X 12.5 MHz      1996 - 2010   Nationwide          CDMA
Telegraphy......................          N/A            1990 - 2010   Nationwide       N/A
Paging at 929.7625 MHz..........          N/A            1990 - 2010   Nationwide       N/A
Basic Telephone.................          N/A            1990 - 2010   Nationwide       N/A
</TABLE>



    All of the licenses require adherence to various conditions, including
network build-out requirements and quality standards. We expect the concession
and the licenses to be renewed upon expiration without payment of material
additional fees.


  URUGUAY

    Our operating company in Uruguay is Abiatar, S.A., which operates under the
name Movicom and which we refer to as Movicom Uruguay. Movicom Uruguay operates
in the capital city of Montevideo and its surrounding areas. Movicom Uruguay
initiated service in 1991, and as of December 31, 1999, had approximately
116,000 subscribers. Movicom Uruguay offers the following services:

    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - national roaming;

    - international roaming;


    - value-added services, including three-party conference calling, call
      barring, call waiting and transfer, voice mail, caller identification,
      text messaging, e-mail, information services and detailed billing;


    - usage limit plans; and

    - Internet service provision.


    As of December 31, 1999, Movicom Uruguay employed approximately 330 people.


                                      117
<PAGE>

    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and
nationwide wireless penetration and real GDP growth in Uruguay for 1997, 1998
and 1999:



<TABLE>
<CAPTION>
                                                                                        SIX MONTHS
                                                     YEAR ENDED                           ENDED
                                                    DECEMBER 31,                         JUNE 30,
                                        ------------------------------------      ----------------------
                                          1997          1998          1999          1999          2000
                                          ----          ----          ----          ----          ----
                                                      (DOLLARS IN MILLION; POPULATION AND
                                                           SUBSCRIBERS IN THOUSANDS)
<S>                                     <C>           <C>           <C>           <C>           <C>
Total operating company:
  Licensed population.................      N/A           N/A         1,529          N/A           N/A
  Wireless subscribers................       39            52           116           94           135
  Net revenues........................   $ 45.0        $ 59.1        $ 86.4        $43.1         $44.4
  Adjusted EBITDA.....................     21.5          27.2          35.5         18.6          19.7
  Adjusted EBITDA margin..............     47.8%         45.9%         41.1%        43.2%         44.4%
  Capital expenditures................     10.5          12.3          20.7         12.5           9.8
Proportionate:
  Licensed population.................      N/A           N/A           489          N/A           N/A
  Wireless subscribers................       12            17            37           30            43
  Net revenues........................   $ 14.4        $ 18.9        $ 27.6        $13.8         $14.2
  Adjusted EBITDA.....................      6.9           8.7          11.3          6.0           6.3
  Capital expenditures................      3.4           3.9           6.6          4.0           3.1
Wireless penetration (all carriers)...      3.1%          4.6%         10.8%         N/A           N/A
Real GDP growth.......................      5.1%          4.5%         (3.0)%        N/A           N/A
</TABLE>



    OWNERSHIP.  We formed our Movicom Uruguay joint venture in 1989. We own
32.0% of the outstanding common stock of Movicom Uruguay. The largest
shareholder of Movicom Uruguay is BellSouth, which owns 46.0% of the outstanding
common stock. The remainder of Movicom Uruguay's common stock is owned by local
investors. Under the shareholders agreement we have entered into with the other
shareholders in Movicom Uruguay, the parties have the right to purchase our
interest in Movicom Uruguay at fair market value if Motorola's ownership of our
common stock falls below 65.0%, including through a distribution of our common
stock. The offering will not trigger this right of first refusal under the
Movicom Uruguay shareholders agreement. We have not received a waiver which
allows Motorola to divest itself of our common stock without triggering the
rights of first refusal under this agreement. For more information regarding our
rights under the shareholders agreement, see "Our Relationships with Our
Operating Companies--Uruguay" on page 185.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint two of the nine
members of Movicom Uruguay's board of directors. Along with the other
shareholders, we


                                      118
<PAGE>

possess veto rights over the business plan, capital expenditures and strategic
direction of Movicom Uruguay. In addition to actively participating on its board
of directors, we have an operations manager who is responsible for day-to-day
interaction with Movicom Uruguay's management. We also contribute substantial
technical and managerial knowledge to help Movicom Uruguay optimize its network
and manage its business. For more information regarding our operational and
managerial influence over Movicom Uruguay and our rights as a shareholder of
Movicom Uruguay, see "Our Relationships with Our Operating Companies--Uruguay"
on page 185.



    MARKET DEMOGRAPHICS.  Uruguay's total population is approximately
3.3 million people, a significant number of whom are covered by Movicom
Uruguay's contract with ANTEL, the government telecommunications regulator.
Uruguay's GDP for 1999 was approximately $20.7 billion, or $6,360 per person. At
December 31, 1999 Uruguay's wireline penetration was approximately 27.5%, and
wireless penetration was approximately 10.8%.



    NETWORK OVERVIEW.  Movicom Uruguay offers narrowband analog cellular
services. At December 31, 1999, Movicom Uruguay's regional network consisted of
67 cell sites and two switches. Movicom Uruguay launched a new digital network
at 1900 MHz using CDMA technology in metropolitan Montevideo in July 2000.


    SALES AND MARKETING.  Movicom Uruguay employs multiple pricing strategies in
order to appeal to various segments of the Uruguayan wireless communications
market. Movicom Uruguay seeks to position itself as the premier provider of
wireless services and prices its services at a slight premium over its
competitor. Movicom Uruguay's postpaid, enhanced service offerings appeal to
higher-income heavy users while its prepaid plans appeal to more cost-conscious
consumers who might not otherwise have access to wireless communications
services.


    COMPETITION.  Movicom Uruguay's primary competitor is ANCEL S.A., a
government-owned entity which provides wireless service. ANCEL is owned by
ANTEL. Basic telephone services are provided by ANTEL.



    Movicom Uruguay competes on the basis of network coverage, call quality,
customer service, roaming ability and pricing packages designed for specific
market segments.



    LICENSES.  Movicom Uruguay has a contract with ANTEL to build and operate
wireless networks with the following characteristics:



<TABLE>
<CAPTION>
                                                                                          NETWORK
FREQUENCY                 SPECTRUM         TERM              LICENSED TERRITORY          TECHNOLOGY
---------                 --------         ----              ------------------          ----------
<S>                    <C>              <C>           <C>                                <C>
800 MHz..............  2 X 12.5 MHz     1991 - 2006    Colonia, San Jose, Canelones,       Analog
                                                      Montevideo, Maldonado and Rocha
1900 MHz.............   2 X 5 MHz       1999 - 2006    Colonia, San Jose, Canelones,        CDMA
                                                      Montevideo, Maldonado and Rocha
</TABLE>


                                      119
<PAGE>

    Movicom Uruguay's contract expires in 2006 and may be renewed for an
additional five-year period, provided that ANTEL does not oppose its renewal.
The contract requires adherence to various conditions, including network
build-out requirements and quality standards. We expect this contract to be
renewed upon expiration without payment of material additional fees.


  SOUTHERN MEXICO

    Our operating company in southern Mexico is Grupo Portatel S.A. de C.V,
which operates under the name Portatel. Portatel initiated service in 1990 in
the states of Chiapas, Tabasco, Yucatan, Campeche and Quintana Roo, which
includes the resort area of Cancun in southern Mexico. As of December 31, 1999,
Portatel had approximately 88,000 wireless subscribers. Portatel offers the
following cellular services:

    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - national roaming;

    - international roaming;

    - value-added services, including three-party conference calling, call
      barring, call waiting and forwarding, voice mail, and detailed billing;
      and

    - usage limit plans.

    As of December 31, 1999, Portatel employed approximately 230 people.

                                      120
<PAGE>

    The following table shows several key statistics for six years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and
nationwide wireless penetration and real GDP growth in Mexico for 1997, 1998 and
1999:



<TABLE>
<CAPTION>
                                                                                     SIX MONTHS
                                                                                       ENDED
                                           YEAR ENDED DECEMBER 31,                    JUNE 30,
                                     ------------------------------------      ----------------------
                                       1997          1998          1999          1999          2000
                                       ----          ----          ----          ----          ----
                                                     (DOLLARS IN MILLIONS; POPULATION
                                                      AND SUBSCRIBERS IN THOUSANDS)
<S>                                  <C>           <C>           <C>           <C>           <C>
Total operating company:
  Licensed population..........        8,628         8,809         8,994          N/A           N/A
  Wireless subscribers.........           34            63            88           79           103
  Net revenues.................       $ 20.4        $ 27.9        $ 34.9        $17.0         $20.4
  Adjusted EBITDA..............          3.1           5.7           6.5          3.2           4.3
  Adjusted EBITDA margin.......         15.3%         20.4%         18.7%        19.0%         21.1%
  Capital expenditures, net....          0.5           2.3           1.9          0.9           1.1

Proportionate:
  Licensed population..........        1,872         1,912         1,952          N/A           N/A
  Wireless subscribers.........            7            14            19           17            22
  Net revenues.................       $  4.4        $  6.0        $  7.6        $ 3.7         $ 4.4
  Adjusted EBITDA..............          0.7           1.2           1.4          0.7           0.9
  Capital expenditures.........          0.1           0.5           0.4          0.2           0.2

Wireless penetration (all
  carriers)....................          1.7%          3.2%          7.2%         N/A           N/A
Real GDP growth................          6.8%          4.8%          3.7%         N/A           N/A
</TABLE>



    While this table presents wireless penetration in Mexico, we believe that
the wireless penetration for the region in which Portatel operates is lower than
the national figure.



    OWNERSHIP.  We acquired our equity position in Portatel in 1997. We own
21.7% of the outstanding common stock of Portatel. Other Portatel shareholders
include Ernesto Warnholtz, who owns 32.4% of the outstanding common stock,
Associated Communications of Mexico, Inc., a wholly owned subsidiary of Liberty
Media, an affiliate of AT&T, which owns 23.6% of the outstanding common stock,
LCC of Mexico, which owns 14.8% of the outstanding common stock and local
shareholders, who own 7.5% of the outstanding common stock. Portatel's bylaws
contain restrictions with respect to the sale, transfer or other disposition of
its capital stock. Under the bylaws, other shareholders have the right to
purchase our interest in Portatel at the time of this offering. We anticipate
receiving a waiver of this provision prior to the offering. For more information
regarding our rights as a shareholder of Portatel, see "Our Relationships with
Our Operating Companies--Portatel" on page 187.


                                      121
<PAGE>
    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  One of the seven members of
Portatel's board of directors is a Propel employee who may be removed by a vote
of the majority shareholders at any time. In addition, we have an operations
manager who is responsible for day-to-day interaction with Portatel's
management.


    MARKET DEMOGRAPHICS.  Mexico is one of Latin America's largest countries
with a population of approximately 97.4 million people, of which approximately
9.0 million are covered by Portatel's license. Mexico is also one of Latin
America's largest economies with an estimated 1999 GDP of $478.5 billion, or
approximately $4,910 per person. At December 31, 1999 Mexico's wireline
penetration was approximately 11.0%, and wireless penetration was approximately
7.2%.



    NETWORK OVERVIEW.  Portatel offers analog cellular services using analog
technology, and is currently in the process of constructing a digital CDMA
network. As of December 31, 1999, Portatel's analog network consisted of 35 cell
sites and eight switches.


    SALES AND MARKETING.  Portatel employs multiple pricing strategies in order
to appeal to various segments of the wireless communications market. It seeks to
position itself as the premier provider of wireless services. Its postpaid and
value-added service offerings appeal to higher-income heavy users while its
prepaid plans appeal to more cost-conscious customers who might not otherwise
have access to wireless communications services.

    COMPETITION.  Portatel's principal competitor in its region is Radiomovil
Dipsa, S.A. de C.V., or Telcel, a subsidiary of the nationwide wireline
telephone operator. Its competitors currently offer, or are expected to offer,
similar services to those provided by Portatel. In addition, Portatel competes
indirectly with long distance and wireline providers.


    Portatel competes on the basis of network coverage, call quality, customer
service, roaming ability and pricing packages designed for specific market
segments.


    LICENSES.  Portatel's license is described in the table below:


<TABLE>
<CAPTION>
FREQUENCY                  SPECTRUM           TERM           LICENSED TERRITORY        NETWORK TECHNOLOGY
---------                  --------           ----           ------------------        ------------------
<S>                    <C>                 <C>           <C>                           <C>
800 MHz..............  2 X 10 MHz          1990 - 2010   Chiapas, Tabasco, Yucatan,     CDMA/Analog
                                                         Campeche and Quintana Roo
</TABLE>



    Portatel's license requires adherence to various conditions, including
network build-out requirements and quality standards. We expect this license to
be renewed upon expiration without payment of material additional fees.


                                      122
<PAGE>
EUROPE/MIDDLE EAST OPERATIONS

  ISRAEL

    Our operating company in Israel is Pelephone Communications Ltd., which
operates under the name Pelephone. Pelephone launched one of the world's first
cellular networks in 1986. Pelephone served over 1.1 million wireless
subscribers as of December 31, 1999. From 1997 to 1999, Pelephone's subscriber
base grew at a compound annual growth rate of approximately 11%. Pelephone
offers the following services:

    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - international roaming;

    - value-added services, including three-party conference calling, call
      barring, call waiting and transfer, voice mail, caller identification,
      Hebrew language text messaging, e-mail, fax, information services and
      detailed billing;


    - wireless Internet services;


    - usage limit plans; and

    - wireless data.

    In the future, Pelephone plans to add to its existing service offerings with
the addition of wireless data services through higher speed 2.5G technologies.
As of December 31, 1999, Pelephone had approximately 1,750 employees.

                                      123
<PAGE>

    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and
nationwide wireless penetration and real GDP growth in Israel for 1997, 1998
and 1999:



<TABLE>
<CAPTION>
                                                                              SIX MONTHS
                                                   YEAR ENDED                    ENDED
                                                  DECEMBER 31,                 JUNE 30,
                                         ------------------------------   -------------------
                                           1997       1998       1999       1999       2000
                                           ----       ----       ----       ----       ----
                                                   (DOLLARS IN MILLIONS; POPULATION
                                                    AND SUBSCRIBERS IN THOUSANDS)
<S>                                      <C>        <C>        <C>        <C>        <C>
Total operating company:
  Licensed population..................    5,830      5,970      6,122        N/A        N/A
  Wireless subscribers.................      894        932      1,110        975      1,292
  Net revenues.........................   $680.8     $741.7     $709.4     $341.0     $410.4
  Adjusted EBITDA......................    265.6      268.4       89.2       54.1       66.6
  Adjusted EBITDA margin...............     39.0%      36.2%      12.6%      15.9%      16.2%
  Capital expenditures.................    166.0      274.3      233.1      126.1      120.0

Proportionate:
  Licensed population..................    2,915      2,985      3,061        N/A        N/A
  Wireless subscribers.................      447        466        555        487        646
  Net revenues.........................   $340.4     $370.9     $354.7     $170.5     $205.2
  Adjusted EBITDA......................    132.8      134.2       44.6       27.0       33.3
  Capital expenditures.................     83.0      137.1      116.6       63.1       60.0

Wireless penetration (all carriers)....     28.6%      35.2%      44.1%       N/A        N/A
Real GDP growth........................      2.9%       2.2%       2.2%       N/A        N/A
</TABLE>



    Pelephone's financial statements included elsewhere in this prospectus have
been prepared using inflationary accounting. The data in the above table removes
the effects of such accounting practice.



    OWNERSHIP.  We established our ownership interest in what is now Pelephone
in 1984. We own 50.0% of the outstanding common stock of Pelephone. Our sole
partner in Pelephone is the Israel Telecommunication Corp. Limited, known as
Bezeq, Israel's majority-government-owned telecommunications provider.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint five of the ten
members of Pelephone's board of directors, and two individuals who serve on the
four-member executive committee. As is our right under the shareholders
agreement, we have nominated the vice president-marketing and the vice
president-engineering. In addition, we have nominated the chief executive
officer. Several other senior officers of Pelephone are former Motorola
employees. In addition to actively participating on its board of directors, we
have an operations manager who is responsible for day-to-day interaction with
Pelephone's management. We also contribute substantial technical and managerial
knowledge to help Pelephone optimize its network and


                                      124
<PAGE>

manage its business. For example, our employees helped in addressing the
technical issues that faced Pelephone in 1999, as a result of widespread cloning
fraud on its narrowband analog network. For more information regarding our
operational and managerial influence over Pelephone and our rights as a
shareholder of Pelephone see "Our Relationships with Our Operating
Companies--Israel" on page 187.


    MARKET DEMOGRAPHICS.  Israel has a population of approximately 6.1 million
people, all of whom are covered by Pelephone's license. Israel had a 1999 GDP of
$98.9 billion, or approximately $16,147 per person. Israel is one of the most
affluent countries in the Middle East and the Israeli market has relatively high
overall usage and penetration rates for wireless communications products. At
December 31, 1999, Israel's wireline penetration was approximately 47.0% and
wireless penetration was approximately 44.1%.


    NETWORK OVERVIEW.  Pelephone currently manages both a digital CDMA network,
which was launched in 1998, and a narrowband analog network. At December 31,
1999, Pelephone's nationwide CDMA network consisted of over 630 cell sites and
four switches, and its nationwide narrowband analog network consisted of over
750 cell sites and ten switches. Pelephone has encountered some difficulties in
building out its networks. For example, zoning problems have adversely affected
the deployment of existing and additional antenna towers, and Pelephone has
experienced incremental interference difficulties as its primary competitors
have increased their network coverage.



    In 1999, Pelephone experienced a decline in financial performance, largely
as a result of widespread cloning fraud in its analog network and significant
handset subsidies. With our help, the fraud was remedied by implementing
authentication technology. Also, in February 1999 for several hours over a
three-day period Pelephone experienced intermittent failures in its CDMA network
due to a software problem that was also remedied with our help. As a consequence
of these operational problems, Pelephone's subscriber base, reputation and
results of operations were adversely affected. For more information regarding
the impact of the fraud on Pelephone's 1999 financial performance, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Supplemental Information Regarding Proportionate Results
of Operations" on page 66.



    SALES AND MARKETING.  Pelephone is a leading participant in the wireless
telecommunications market in Israel and targets all segments of the Israeli
market with competitive pricing packages. In 1999, Pelephone employed a new
advertising agency to relaunch its brand following the intermittent CDMA network
failures and the analog network fraud. As a result, its CDMA services have been
repositioned as a digital platform for advanced mobile services under the Next
brand, and future innovations in high-speed data and Internet will fall under
the GoNext brand. In addition to focusing on the value of its products and
services, Pelephone seeks to market its quality of service, focusing on its
broad product offerings, superior network


                                      125
<PAGE>

technology and high level of customer service. A majority of Pelephone's sales
are made through its 177 authorized dealers. Pelephone also employs 80 direct
sales personnel who, with the assistance of telemarketers and customer care
centers, account for a substantial portion of its sales. In addition, chain
stores account for the remainder of Pelephone's sales volume.



    We believe that Pelephone is the best prepared wireless operator in Israel
in terms of readiness to introduce the next stage of high-speed data
technologies and the closest to possessing the ability to migrate toward 3G
technologies. In addition, Pelephone, through a joint venture with Suny.com, a
subsidiary of the Samsung distributor in Israel, launched GoNext in July 2000,
which offers a Hebrew language wireless data portal for the Israeli market that
is accessible by customers of any wireless operator in Israel. Subscribers to
this service will be able to engage in various e-commerce activities, including
retail banking transactions.



    COMPETITION.  Pelephone competes with two wireless telecommunications
providers in Israel, both of which are also affiliated with international
telecommunications companies. These two providers are Cellcom Israel Ltd., or
Cellcom, which is owned in part by BellSouth, and Partner Communications
Company Ltd., which operates under the Orange brand and is owned in part by
Hutchison Whampoa. Cellcom, the largest wireless communications provider in
Israel with over 1.4 million subscribers, began operations in 1994 using TDMA
technology. It traditionally offers lower prices than Pelephone. Partner, which
launched service in December 1998, operates a GSM network. Because of
significant price competition in the Israeli wireless communications market,
Pelephone matches its competitors' rate discounts and handset subsidies.
Pelephone's CDMA networks require the use of relatively expensive handsets as
compared to the GSM and TDMA handsets which our competitors use. The additional
cost of these CDMA handsets may place Pelephone at a competitive disadvantage.
For more information regarding these costs and their impact on Pelephone's
financial performance, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Supplemental Information Regarding
Proportionate Results of Operations" on page 66. Pelephone's competitors
currently offer, or are expected to offer, similar services to those it
provides. In addition, the Palestinian Authority has been allocated spectrum to
offer wireless communications services in the Palestinian Territories where
Israeli wireless operators, including Pelephone, provided service. Services have
been offered in that area by a Palestinian Authority-licensed company since
1999. In addition, Pelephone competes directly and indirectly with a mobile
radio operator controlled by Motorola whose customers can place telephone calls,
long distance providers and fixed wireline providers, including our partner
Bezeq.



    Pelephone competes on the basis of network coverage, call quality, customer
service, roaming ability and pricing packages designed for specific market
segments.


                                      126
<PAGE>
    LICENSES.  Pelephone's license is described in the table below:


<TABLE>
<CAPTION>
FREQUENCY                       SPECTRUM              TERM          LICENSED TERRITORY      NETWORK TECHNOLOGY
---------                       --------              ----          ------------------      ------------------
<S>                         <C>                    <C>              <C>                     <C>
800 MHz...............      2 X 12 MHz             1994 - 2004        Nationwide             CDMA/Analog
</TABLE>



    Pelephone's license requires adherence to various conditions, including
network build-out requirements and quality standards. We expect this license to
be renewed upon expiration without payment of material additional fees. In
addition, the license under which Pelephone conducts business contains
restrictions on Motorola's ability to divest our common stock through means
other than a distribution without governmental approval.



    Pelephone charges outgoing airtime for calls placed by its subscribers at
different tariffs depending on the airtime packages bought by its subscribers.
These tariffs are lower than charges for incoming calls, which are paid by the
caller. The Israeli Ministry of Communications has recently enacted regulations
that will set tariffs for incoming calls. These regulations will require
Pelephone to gradually reduce its tariff rates significantly for incoming calls
from October 2, 2000 until January 1, 2003 in a manner that will set the tariff
rate from and after January 1, 2003 at a significantly lower level than is
charged at present. Pelephone's incoming airtime revenue will be reduced, which
could negatively affect its operating results. Pelephone is considering filing
an appeal against these new regulations with the Supreme Court. Pelephone
contributed 28.7% of our proportionate operating company revenues in 1999.



    We currently anticipate that, during second half of 2001, the government
will have granted a license to a fourth operator. We currently anticipate that
the government will begin to auction 3G licenses prior to the end of 2001 or the
beginning of 2002, and Pelephone is currently exploring whether to participate
in this auction.


                                      127
<PAGE>
  EGYPT

    Our operating company in Egypt is The Egyptian Company for Mobile Services,
which operates under the name MobiNil, and which was acquired in 1998 from
Arento, the telecommunications agency of the Egyptian government. MobiNil, which
relaunched service in July 1998, is the largest wireless communications services
provider in Egypt and operates principally in the cities of Cairo, Alexandria,
Luxor and in the Nile River delta. MobiNil is one of the largest publicly traded
companies in Egypt as measured by market capitalization and is traded on the
Cairo and Alexandria Stock Exchanges under the symbol MOBN. As of December 31,
1999, MobiNil served over 507,000 subscribers. MobiNil offers the following
services:

    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - national roaming;

    - international roaming;


    - value-added services, including call barring, call waiting and transfer,
      voice mail, caller identification, text messaging, e-mail, fax,
      information services and detailed billing;


    - usage limit plans; and

    - wireless data.

    At December 31, 1999, MobiNil employed approximately 1,170 people.

                                      128
<PAGE>

    The following table shows several key statistics for the period from May 5,
1998, the day on which MobiNil was acquired from Arento, through December 31,
1998, the year ended December 31, 1999 and for the six months ended June 30,
1999 and 2000, and nationwide wireless penetration and real GDP growth in Egypt
for 1998 and 1999:



<TABLE>
<CAPTION>
                                                                         SIX MONTHS
                                                   YEAR ENDED               ENDED
                                                  DECEMBER 31,            JUNE 30,
                                               -------------------   -------------------
                                                 1998       1999       1999       2000
                                                 ----       ----       ----       ----
                                                   (DOLLARS IN MILLIONS; POPULATION
                                                     AND SUBSCRIBERS IN THOUSANDS)
<S>                                            <C>        <C>        <C>        <C>
Total operating company:
  Licensed population........................   63,250     64,520        N/A        N/A
  Wireless subscribers.......................      160        507        294        756
  Net revenues...............................   $ 98.5     $360.3     $141.6     $264.0
  Adjusted EBITDA............................    (22.6)      78.8        9.7       88.0
  Adjusted EBITDA margin.....................    (23.0)%     21.9%       6.8%      33.3%
  Capital expenditures.......................    151.4      217.2       61.4      169.5

Proportionate:
  Licensed population........................   11,385     11,614        N/A        N/A
  Wireless subscribers.......................       29         91         53        136
  Net revenues...............................   $ 17.7     $ 64.8     $ 25.5     $ 47.5
  Adjusted EBITDA............................     (4.1)      14.2        1.7       15.8
  Capital expenditures.......................     27.2       39.1       11.1       30.5

Wireless penetration (all carriers)..........      0.3%       1.3%       N/A        N/A
Real GDP growth..............................      5.6%       5.0%       N/A        N/A
</TABLE>



    OWNERSHIP.  We acquired our ownership interest in MobiNil in 1998. We
currently own an 18.0% economic interest in MobiNil through our 35.3% interest
in MobiNil for Telecommunication SAE, a holding company which we refer to as
MobiNil Holding and which owns 51.0% of the outstanding common stock of MobiNil.
Our partners in MobiNil Holding include France Telecom Mobiles International,
and Orascom Telecom SAE, a large Egyptian conglomerate. France Telecom owns a
23.5% economic interest in MobiNil through MobiNil Holding, while Orascom
directly and indirectly owns approximately a 22.5% economic interest in MobiNil.
The remaining 36.0% of the outstanding common stock of MobiNil is owned by
public shareholders.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint two of the seven
members of MobiNil Holding's board of directors. Each of these directors, in
turn, serves on MobiNil's 11-member board. In addition, we, France Telecom and
Orascom each appoint one individual to serve on a three-member strategic
committee which advises both MobiNil's and MobiNil Holding's boards of directors
on management proposals. The chief financial officer and leaders of the customer
service and


                                      129
<PAGE>
regulatory relations divisions are our employees that we have assigned to
MobiNil. In addition to actively participating on its board of directors and
through our assigned employees, we have an operations manager who is responsible
for day-to-day interaction with MobiNil's management.


    We also contribute substantial technical and managerial knowledge to help
MobiNil optimize its network and manage its business. For example, when MobiNil
launched its prepaid service we advised it, based on our experiences in other
markets, to issue its prepaid cards in lower denominations than its competitors,
which we believe has contributed significantly to MobiNil's achieving a leading
market share in prepaid services. For more information regarding our operational
and managerial influence over MobiNil and our rights as a shareholder of MobiNil
Holding, see "Our Relationships with Our Operating Companies--Egypt" on page
188.


    MARKET DEMOGRAPHICS.  Egypt has a population of approximately 64.5 million
people, all of whom are covered by MobiNil's license, and nearly all of whom are
located within a small percentage of its overall land area. Egypt had a 1999 GDP
of $89.0 billion, or approximately $1,380 per person. At December 31, 1999,
Egypt's wireline penetration was 8.8%, and wireless penetration was 1.3%.


    NETWORK OVERVIEW.  At December 31, 1999, MobiNil's GSM 900 network included
630 cell sites and five switches. MobiNil has relied on leased lines from
Telecom Egypt to connect its wireless network, but has invested significantly in
telecommunications equipment to reduce this dependence.



    SALES AND MARKETING.  MobiNil possesses a strong brand image, with a high
degree of brand awareness among prospective cellular subscribers. MobiNil
employs a two-tier branding strategy in order to more effectively target the
needs of different market segments and inhibit dilution of its name and market
share. The MobiNil brand targets corporate and other high-end postpaid users,
while its ALO brand targets the more cost-conscious consumer in the market. The
majority of both postpaid and prepaid sales are made through MobiNil
distributors, dealers and retail stores. In addition, MobiNil employs a direct
sales force to target corporate and government accounts, and MobiNil also owns
ten retail outlets which target individual consumers.



    MobiNil expects to enter into a strategic alliance with a local Internet
service provider to create an Arabic wireless data portal to provide advanced
data services.



    COMPETITION.  Currently, MobiNil's only direct competitor is MisrFone SAE,
which is marketed under the Click GSM name, originally a joint venture of
Vodafone, Airtouch and local partners, which began operations in November 1998.
Existing wireless licenses provide MobiNil and Click with exclusivity in the
wireless communications market until December 2002. MobiNil's competitor
currently offers similar services to those it provides. In addition, MobiNil
also competes indirectly with the long distance and wireline provider.


                                      130
<PAGE>

    MobiNil competes on the basis of network coverage, call quality, customer
service, roaming ability and pricing packages designed for specific market
segments.


    LICENSES.  MobiNil's license is described in the table below:

<TABLE>
<CAPTION>
                                                                 LICENSED
FREQUENCY                            SPECTRUM        TERM       TERRITORY    NETWORK TECHNOLOGY
---------                            --------        ----       ---------    ------------------
<S>                                <C>            <C>           <C>          <C>
900 MHz..........................  2 x 12.5 MHz   1998 - 2013   Nationwide          GSM
</TABLE>


    MobiNil's license requires adherence to various conditions, including
network build-out requirements and quality standards. We expect this license to
be renewed without the payment of material additional fees. We currently
anticipate that, by the end of 2002, the Egyptian government will have granted
another license to a third operator.


  LITHUANIA

    Our operating company in Lithuania is UAB Omnitel, which operates under the
name Omnitel. Omnitel, which initiated GSM service in 1995, operates nationwide
and had approximately 198,000 wireless subscribers as of December 31, 1999.
Omnitel offers the following service:

    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - national roaming;

    - international roaming;

    - value-added services, including three-party conference calling, call
      barring, call waiting and transfer, voice mail, caller identification,
      text messaging, e-mail, fax, information services and detailed billing;

    - usage limit plans;

    - facilities-based international long distance;

    - data transmission by leased lines or microwave;

    - Internet service provision;


    - fixed wireless; and



    - vehicle location services.


    Omnitel plans to introduce wireless data services in the near future. As of
December 31, 1999, Omnitel employed approximately 400 people.

                                      131
<PAGE>

    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and
nationwide wireless penetration and real GDP growth in Lithuania for 1997, 1998
and 1999:



<TABLE>
<CAPTION>
                                                                                             SIX MONTHS
                                                          YEAR ENDED                           ENDED
                                                         DECEMBER 31,                         JUNE 30,
                                             ------------------------------------      ----------------------
                                               1997          1998          1999          1999          2000
                                               ----          ----          ----          ----          ----
                                                           (DOLLARS IN MILLIONS; POPULATION AND
                                                                SUBSCRIBERS IN THOUSANDS)
<S>                                          <C>           <C>           <C>           <C>           <C>
Total operating company:
  Licensed population..................       3,710         3,700         3,700           N/A           N/A
  Wireless subscribers.................          79           146           198           157           237
  Net revenues.........................       $50.4         $91.7         $88.6         $44.1         $38.6
  Adjusted EBITDA......................        10.3          29.7          47.5          24.5          16.4
  Adjusted EBITDA margin...............        20.4%         32.4%         53.6%         55.5%         42.5%
  Capital expenditures.................        24.3          32.9          10.2         159.3         163.5

Proportionate:
  Licensed population..................       1,684         1,295         1,295           N/A           N/A
  Wireless subscribers.................          36            51            69            55            83
  Net revenues.........................       $21.9         $36.9         $31.0         $15.4         $13.5
  Adjusted EBITDA......................         4.5          11.9          16.6           8.6           5.7
  Capital expenditures.................        10.6          13.2           3.6          55.7          57.2

Wireless penetration (all carriers)....         3.7%          6.4%          9.3%          N/A           N/A
Real GDP growth........................         7.3%          5.1%         (4.1)%         N/A           N/A
</TABLE>



    OWNERSHIP.  We acquired our ownership interest in Omnitel in 1994. We own
35.0% of the outstanding common stock of Omnitel. The other shareholders are
Amber Mobile Teleholding AB, a joint venture of Telia AB and Sonera Corporation,
with 55.0% of the outstanding common stock, and the Kazickas family with 10.0%
of the outstanding common stock.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint two of the seven
members of Omnitel's board of directors. In addition, the president and chief
financial officer are nominated in consultation with us. Along with our
operating partners, we have joint control over the business plan, capital
expenditures and strategic direction of Omnitel. In addition to actively
participating on its board of directors, we have an operations manager who is
responsible for day-to-day interaction with Omnitel's management. We also
contribute substantial technical and managerial knowledge to help Omnitel
develop its network and manage its business. For example, two Propel employees,
who served as our Lithuania operations manager and one of our Omnitel board
members, visited Baja Celular in Mexico to learn about prepaid branding, pricing
and usage in order to facilitate Omnitel's introduction of


                                      132
<PAGE>

prepaid services in Lithuania. For more information regarding our operational
and managerial influence over Omnitel and our rights as a shareholder of
Omnitel, see "Our Relationships with Our Operating Companies--Lithuania" on
page 190.


    MARKET DEMOGRAPHICS.  Lithuania has a total population of approximately
3.7 million people, all of whom are covered by Omnitel's licenses. Lithuania's
GDP for 1999 was approximately $10.6 billion, or $2,880 per person. At
December 31, 1999, Lithuania's wireline penetration was approximately 31.1% and
wireless penetration was approximately 9.3%.


    NETWORK OVERVIEW.  Omnitel offers digital cellular services using GSM 900
and GSM1800 technology. Omnitel has an extensive network of switches and cell
sites that covers substantially all of Lithuania's population.


    SALES AND MARKETING.  Omnitel employs multiple pricing strategies in order
to appeal to various segments of the wireless communications market. Omnitel's
postpaid pricing plans appeal to high-end users of wireless services. Omnitel's
prepaid pricing plans appeal to more cost conscious consumers of cellular
services. Handset subsidies are offered to all new subscribers at differing
rates depending on the level of service purchased.


    COMPETITION.  Omnitel competes with a variety of telecommunications
providers, most of which are also affiliated with international
telecommunications companies. Omnitel's primary competitor is UAB Bite GSM,
which is owned by TeleDanmark A/S. In addition, Omnitel competes against a new
PCS provider, UAB Tele2, which is owned by NetCom AB, and initiated operations
in December 1999. In addition, Omnitel competes indirectly with long distance
providers and the wireline provider, Lietuvos Telekomas, which is owned in part
by our partner, Amber.



    Omnitel competes on the basis of network coverage, call quality, customer
service, roaming ability and pricing packages designed for specific market
segments.


    LICENSES.  Omnitel's licenses are described in the table below:

<TABLE>
<CAPTION>
                                                                 LICENSED
FREQUENCY                            SPECTRUM        TERM       TERRITORY    NETWORK TECHNOLOGY
---------                            --------        ----       ---------    ------------------
<S>                                 <C>           <C>           <C>          <C>
900 MHz...........................    2 x 8 MHz   1995 - 2005   Nationwide          GSM
1800 MHz..........................  2 x 7.5 MHz   1998 - 2008   Nationwide          GSM
</TABLE>


    Omnitel also has additional licenses for providing paging services, data
transmission services, trans-European trunked radio, mobile satellite services
and facilities-based international long distance. Omnitel's licenses require
adherence to various conditions, including network build-out requirements and
quality standards. We expect these licenses to be renewed upon expiration
without payment of material additional fees.



    The Lithuanian government had announced its intention to tender a third GSM
900 license during 2000, although the government has not yet announced the means


                                      133
<PAGE>

through which such license will be issued. The existing operators initiated a
complaint though an administrative proceeding, opposing the grant of any new GSM
900 license. The complaint was rejected by the administrative tribunal in August
2000, and is currently being appealed.


  JORDAN

    Our operating company in Jordan is Jordan Mobile Telephone Services
Company Ltd, which operates under the name Fastlink. Fastlink, which initiated
service in 1995, operates in selected areas of Jordan, including the rapidly
developing cities of Amman, Irbid and Aqaba. As of December 31, 1999, Fastlink
had approximately 94,000 subscribers. Fastlink offers the following services:

    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - international roaming;

    - value-added services, including three-party conference calling, call
      barring, call waiting and transfer, voice mail, caller identification,
      text messaging, e-mail, fax, information services and detailed billing;

    - usage limit plans; and

    - wireless data.


    At December 31, 1999, Fastlink employed approximately 560 people.


                                      134
<PAGE>

    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and
nationwide wireless penetration and real GDP growth in Jordan for 1997, 1998
and 1999:



<TABLE>
<CAPTION>
                                                                                                   SIX MONTHS
                                                             YEAR ENDED                              ENDED
                                                            DECEMBER 31,                            JUNE 30,
                                             ------------------------------------------      ----------------------
                                               1997          1998             1999             1999          2000
                                               ----          ----             ----             ----          ----
                                                              (DOLLARS IN MILLIONS; POPULATION AND
                                                                   SUBSCRIBERS IN THOUSANDS)
<S>                                          <C>           <C>           <C>                 <C>           <C>
Total operating company:
  Licensed population (mid-year).......       4,526         4,686                 4,843         N/A           N/A
  Wireless subscribers.................          42            70                    94          79           173
  Net revenues.........................       $47.5         $83.5        $         99.3       $46.2         $57.6
  Adjusted EBITDA......................        18.3          34.2                  45.5        20.8          29.6
  Adjusted EBITDA margin...............        38.5%         41.0%                 45.8%       45.1%         51.3%
  Capital expenditures.................        19.2          31.4                  31.9         3.4           4.0
Proportionate:
  Licensed population..................       1,177         1,223                 1,264         N/A           N/A
  Wireless subscribers.................          11            18                    25          21            45
  Net revenues.........................       $12.0         $21.3        $         25.9       $12.1         $15.0
  Adjusted EBITDA......................         4.6           8.7                  11.9         5.4           7.7
  Capital expenditures.................         4.8           8.0                   8.3         0.9           1.0

Wireless penetration (all carriers)....         0.8%          1.3%                  1.6%        N/A           N/A
GDP Growth.............................         1.3%         (1.0)%                 1.3%        N/A           N/A
</TABLE>



    OWNERSHIP.  We formed our Fastlink joint venture in 1994. We have a 26.1%
economic ownership interest in Fastlink, through our 26.1% ownership in Pella
Investment Company, a holding company which holds all of the outstanding common
stock of Fastlink. Other shareholders include Pioneers for Investment, owned by
Orascom, which owns a 65.5% economic interest, Mobile Telecommunications
Company, which owns a 4.9% economic interest, and an individual shareholder, who
owns a 3.5% economic interest.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint two of the five
members of Pella Investment Company's board of directors and two of Fastlink's
five board members, including one who is Fastlink's chief executive officer and
our employee. We also nominate the company's controller, technical, marketing
and operations managers. Along with Pioneers for Investment, we possess joint
control over the business plan, capital expenditures and strategic direction of
Fastlink. We also contribute substantial technical and managerial knowledge to
help Fastlink optimize its network and manage its business. For example, two of
our employees, who served as the chief executive officer and chief financial
officer of Fastlink, frequently visited


                                      135
<PAGE>

Pelephone in Israel to learn about Pelephone's customer service centers, call
centers, dealer facilities and credit and collection operations. Fastlink
subsequently based its call center on Pelephone's model. In addition, Propel's
human resources personnel also helped Fastlink design and implement a job
evaluation program. For more information regarding our managerial and
operational control over Fastlink and our rights as a shareholder of Fastlink,
see "Our Relationships with Our Operating Companies--Jordan" on page 191.



    MARKET DEMOGRAPHICS.  Jordan has a population of approximately 4.8 million
people, all of whom are covered by Fastlink's license. Jordan's GDP for 1999 was
approximately $7.6 billion, or $1,570 per person. At December 31, 1999 Jordan's
wireline penetration was approximately 11.5%, and wireless penetration was
approximately 1.9%.



    NETWORK OVERVIEW.  Fastlink offers digital cellular services using GSM 900
technology. At December 31, 1999, Fastlink's nationwide network consisted of
over 220 cell sites and two switches.


    SALES AND MARKETING.  Fastlink employs multiple pricing strategies in order
to appeal to various segments of the Jordanian wireless communications market.
Fastlink's postpaid plans appeal to high-end users of wireless services,
particularly the business or commercial user. Fastlink's launch in August 1999
of the Keep Close postpaid bundled minute plans has driven market growth and has
enabled Fastlink to grow to over 128,000 subscribers in the first quarter of
2000, matching its growth for the entire 1999 fiscal year. As in our other
operating companies' markets, the availability of prepaid service has opened up
the market in Jordan to the cost-conscious consumer.

    COMPETITION.  Fastlink is currently the only mobile operator in Jordan. A
new market entrant, which will be owned in part by the government and France
Telecom, is expected to start operations in the third quarter of 2000. In
addition, Fastlink indirectly competes with the government-owned long distance
and wireline provider.


    Fastlink competes on the basis of network coverage, call quality, customer
service, roaming ability and pricing packages designed for specific market
segments.


    LICENSES.  Fastlink's license is described in the table below:

<TABLE>
<CAPTION>
                                                                 LICENSED
FREQUENCY                            SPECTRUM        TERM       TERRITORY    NETWORK TECHNOLOGY
---------                            --------        ----       ---------    ------------------
<S>                                <C>            <C>           <C>          <C>
900 MHz..........................    2 X 10 MHz   1994 - 2009   Nationwide          GSM
</TABLE>


    Fastlink's license requires adherence to various conditions, including
network build-out requirements and quality standards. We expect this license to
be renewed upon expiration without payment of material additional fees.


                                      136
<PAGE>
  AZERBAIJAN


    Our operating company in Azerbaijan is Bakcell II, which operates under the
name Bakcell. Bakcell initiated wireless service in 1994 and operates in
selected areas of Azerbaijan, including the capital city of Baku. As of
December 31, 1999, Bakcell had approximately 14,000 subscribers. In 1999, its
subscriber base decreased as a result of switch problems related to the launch
of its GSM network and interconnection problems, both of which have since been
resolved. Bakcell offers the following services:


    - postpaid wireless;

    - prepaid wireless;

    - calling party pays billing;

    - national roaming;

    - international roaming;

    - value-added services, including three-party conference calling, call
      barring, call waiting and transfer, voice mail, caller identification,
      text messaging, fax, information services and detailed billing; and

    - usage limit plans.

    As of December 31, 1999, Bakcell employed approximately 240 people.

                                      137
<PAGE>

    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and
nationwide wireless penetration and real GDP growth in Azerbaijan for 1997, 1998
and 1999:



<TABLE>
<CAPTION>
                                                                                             SIX MONTHS
                                                          YEAR ENDED                           ENDED
                                                         DECEMBER 31,                         JUNE 30,
                                             ------------------------------------      ----------------------
                                               1997          1998          1999          1999          2000
                                               ----          ----          ----          ----          ----
                                                           (DOLLARS IN MILLIONS; POPULATION AND
                                                                SUBSCRIBERS IN THOUSANDS)
<S>                                          <C>           <C>           <C>           <C>           <C>
Total operating company:
  Licensed population..................       7,607         7,630         7,620           N/A           N/A
  Wireless subscribers.................          26            35            14            23            37
  Net revenues.........................       $15.4         $35.9         $ 6.8         $ 2.4         $ 3.3
  Adjusted EBITDA......................         4.7          14.1          (0.8)         (1.5)         (0.7)
  Adjusted EBITDA margin...............        30.3%         39.2%        (12.1)%       (60.9)%       (19.6)%
  Capital expenditures.................         4.0           4.6           0.6           0.7           0.5

Proportionate:
  Licensed population..................       1,864         1,869         1,867           N/A           N/A
  Wireless subscribers.................           6             9             3             6             9
  Net revenues.........................       $ 7.7         $18.0         $ 3.4         $ 1.2         $ 1.2
  Adjusted EBITDA......................         2.3           7.0          (0.4)         (0.7)         (0.2)
  Capital expenditures.................         1.0           1.1           0.1           0.3           0.2

Wireless penetration (all carriers)....         0.4%          1.1%          2.8%          N/A           N/A
Real GDP growth........................         5.8%         10.0%          7.4%          N/A           N/A
</TABLE>



    In the above table, net revenues and adjusted EBITDA represent the results
of the business activities of the holding company GTIB, which purchases cellular
infrastructure and handsets and sells this equipment to Bakcell and provides
management services to Bakcell for a fee. Except for the six months ended
June 30, 2000, GTIB did not own a majority of Bakcell. Therefore, GTIB's results
of operations, except for the six months ended June 30, 2000, do not reflect the
revenue and adjusted EBITDA generated from Bakcell's wireless services.
Subsequent to December 31, 1999, GTIB acquired an additional 26% ownership in
Bakcell. GTIB began to consolidate the financial results of Bakcell in the
second quarter of 2000.



    OWNERSHIP.  We acquired our ownership interest in Bakcell in 1997. We
currently have a 25.0% economic ownership interest in Bakcell through our 33.3%
interest in GTIB 1996, Ltd., or GTIB, a British Virgin Islands holding company
that owns 75.0% of Bakcell. Other shareholders in GTIB are Havacom N.V. and Alfa
Telcom N.V. The Azeri Ministry of Communications owns the remaining 25.0% of
Bakcell.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint two of the six members
of GTIB's board of directors. At this time, the chairman of the board of GTIB is
our


                                      138
<PAGE>

employee. GTIB, in turn, appoints three individuals to serve on Bakcell's
four-member board of directors. We currently occupy one Bakcell board seat. We
are also consulted in the selection of many of the key operating executives of
Bakcell. The shareholders of GTIB possess joint control over the business plan,
capital expenditures and strategic direction of Bakcell. In addition to actively
participating on these boards of directors, we have an operations manager who is
responsible for day-to-day interaction with Bakcell's management. We also
contribute substantial technical and managerial knowledge to help Bakcell
optimize its network and manage its business. For example, we facilitated the
visit of Bakcell engineers to Fastlink and Omnitel in order to learn about
roaming services, pricing, clearing houses and operator account settlements
prior to Bakcell launching its GSM service. For more information regarding our
managerial and operational control over GTIB and our rights as a shareholder of
GTIB, see "Our Relationships with Our Operating Companies--Azerbaijan" on
page 193.


    MARKET DEMOGRAPHICS.  Azerbaijan has a population of approximately
7.6 million people, all of whom are covered by Bakcell's license. Azerbaijan's
GDP for 1999 was approximately $4.8 billion, or $630 per person. At
December 31, 1999 Azerbaijan's wireline penetration was approximately 9.2%, and
wireless penetration was approximately 2.8%. We believe Azerbaijan represents an
attractive market opportunity in part because its large oil and gas resources
are attracting significant foreign investment.


    NETWORK OVERVIEW.  Bakcell offers digital GSM and analog cellular services.
At December 31, 1999, Bakcell's nationwide network consisted of over 85 digital
cell sites, one digital switch, over 35 analog cell sites and one analog switch.
Its digital switching platform has been upgraded to address the switch issues
encountered in 1999.


    SALES AND MARKETING.  Bakcell's marketing strategy is to target all market
segments. Bakcell has placed a special emphasis on building a new prepaid brand
to increase sales in the consumer market and expanding distribution through
agreements with new dealers. In 1999, dealers and a direct sales force accounted
for a significant portion of its sales, while the remainder were made through
its own stores.

    COMPETITION.  Bakcell's only competitor is Azercell Telekom B.M., which also
is owned, in part, by the Ministry of Communications, a Bakcell shareholder.
Bakcell's competitor currently offers similar services to those it provides. In
addition, Bakcell indirectly competes with the government-owned long distance
and wireline provider.


    Bakcell competes on the basis of network coverage, call quality, customer
service, roaming ability and pricing packages designed for specific market
segments.


    LICENSES.  Bakcell's license is described in the table below:


<TABLE>
<CAPTION>
                                                                 LICENSED
FREQUENCY                            SPECTRUM        TERM       TERRITORY    NETWORK TECHNOLOGY
---------                            --------        ----       ---------    ------------------
<S>                                <C>            <C>           <C>          <C>
900 MHz..........................  2 x 20.5 MHz   1996 - 2016   Nationwide       GSM/Analog
</TABLE>


                                      139
<PAGE>

    Bakcell's license requires adherence to various conditions, including
network build-out requirements and quality standards. We expect this license to
be renewed upon expiration without payment of material additional fees.


ASIA PACIFIC OPERATIONS

  HONG KONG


    Our operating company in Hong Kong is Hutchison Telephone Company Ltd.,
which we refer to as Hutchison Telephone. Hutchison Telephone launched one of
the world's first cellular networks in 1985. Hutchison Telephone is a leading
wireless communications services provider in Hong Kong, serving approximately
1.4 million wireless subscribers as of December 31, 1999. From 1997 through
1999, Hutchison Telephone's subscriber base grew at a compound annual growth
rate of approximately 50.5%.



    Hutchison Telephone has over 15 years of experience as an operator of
wireless communications networks. Hutchison Telephone currently manages a dual
band GSM/ PCS network and the world's first commercial CDMA network under the
widely recognized Orange brand. Hutchison Telephone offers the following
services:


    - postpaid wireless;

    - prepaid wireless;

    - international roaming;


    - value-added services, including call waiting, call forwarding,
      international outgoing call barring, voice mail, caller identification,
      text messaging, e-mail, fax, information services and detailed billing;


    - usage limit plans; and


    - wireless data service, including mobile banking and financial information
      services.



    Hutchison Telephone has introduced a wireless data service, referred to as
Orangeworld, to provide wireless Internet and mobile commerce on their networks.
Later this year, Hutchison Telephone plans to offer a high-speed wireless data
service using 2.5G technology on both its CDMA and dual band networks.



    As of December 31, 1999, approximately 1,540 people were dedicated to
Hutchison Telephone's operations.


                                      140
<PAGE>

    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and
wireless penetration and real GDP growth in Hong Kong for 1997, 1998 and 1999:



<TABLE>
<CAPTION>
                                                                                        SIX MONTHS
                                                     YEAR ENDED                           ENDED
                                                    DECEMBER 31,                         JUNE 30,
                                        ------------------------------------      ----------------------
                                          1997          1998          1999          1999          2000
                                          ----          ----          ----          ----          ----
                                                      (DOLLARS IN MILLIONS; POPULATION AND
                                                           SUBSCRIBERS IN THOUSANDS)
<S>                                     <C>           <C>           <C>           <C>           <C>
Total operating company:
  Licensed population.............        6,502         6,687         6,840           N/A           N/A
  Wireless subscribers............          597           892         1,353         1,139         1,519
  Net revenues....................       $540.8        $522.7        $524.5        $223.3        $335.5
  Adjusted EBITDA.................         31.9          23.4        (134.5)        (94.5)         30.3
  Adjusted EBITDA margin..........          5.9%          4.5%        (25.6)%       (42.3)%         9.0%
  Capital expenditures............        198.7          67.4         100.5          14.5          33.1

Proportionate:
  Licensed population.............        1,951         2,006         1,717           N/A           N/A
  Wireless subscribers............          179           268           340           342           381
  Net revenues....................       $162.2        $156.8        $151.6        $ 67.0        $ 84.2
  Adjusted EBITDA.................          9.6           7.0         (38.9)        (28.4)          7.6
  Capital expenditures............         59.6          20.2          29.1           4.3           8.3

Wireless penetration (all
  carriers).......................         30.6%         40.9%         54.9%          N/A           N/A
Real GDP growth...................          5.0%         (5.1)%         2.9%          N/A           N/A
</TABLE>



    OWNERSHIP.  We formed our Hutchison Telephone joint venture in 1984. We own
25.1% of the outstanding common stock of Hutchison Telephone. Hutchison
Whampoa Ltd., a leading Hong Kong conglomerate, holds 55.9% of the outstanding
common stock of Hutchison Telephone. In addition, NTT DoCoMo, Japan's largest
wireless communications service provider by market share, has recently purchased
HTCL Holdings Limited, formerly known as Distacom Radio Telephone Company
Limited, which owns 19.0% of the outstanding common stock of
Hutchison Telephone.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint two of the seven
members of Hutchison Telephone's board of directors. In addition, we have an
operations manager who is responsible for day-to-day interaction with Hutchison
Telephone's management. Some significant corporate actions, including the
appointment of senior management and the approval of annual business plans and
capital expenditures, must be approved unanimously by the shareholders. We also
contribute substantial technical and managerial knowledge to help Hutchison
Telephone to optimize its network and manage its business. For more information
regarding our operational and managerial influence over Hutchison Telephone and


                                      141
<PAGE>

our rights as a shareholder of Hutchison Telephone, see "Our Relationships with
Our Operating Companies--Hong Kong" on page 194.



    MARKET DEMOGRAPHICS.  Hong Kong has a population of approximately
6.8 million people, all of whom are covered by Hutchison Telephone's licenses.
Hong Kong is one of Asia's largest economies relative to the size of its
population with a 1999 GDP of $158.6 billion, or approximately $23,179 per
person. At December 31, 1999, wireline penetration in Hong Kong was
approximately 56.7% and wireless penetration was approximately 54.9%.



    NETWORK OVERVIEW.  Hutchison Telephone's original analog networks were
transitioned to GSM and CDMA digital networks in 1995. Its dual band GSM/PCS
network is highly concentrated, with its busiest one square kilometer area
containing 58 radio base stations. As of December 31, 1999, Hutchison Telephone
had 871 cell site locations and 15 switches.



    SALES AND MARKETING.  Postpaid plans currently dominate the Hong Kong
wireless telecommunications market. Hutchison Telephone's dualband GSM/PCS
network targets business and quality-conscious subscribers under the Orange
brand. Hutchison Telephone has also repositioned its CDMA network under the
Orange brand to portray a clear, unified image of its service offerings in order
to meet the needs of mass market and leisure subscribers. Hutchison Telephone
markets its products and services through Hutchison Whampoa's exclusive retail
shops, electronics stores and drug stores. Hutchison Telephone also markets its
products and services through a direct sales force, independent dealers and
franchisees. In addition, Hutchison Telephone plans to exploit the Internet as a
means of expanding its sales and distribution channels, which we expect will
reduce costs and attract a younger segment of the market. At December 31, 1999,
Hutchison Telephone had a direct sales force of approximately 160 people and
approximately 280 additional points of distribution.



    We believe that Hutchison Telephone's introduction of high-speed wireless
data service using 2.5G technology represents a key opportunity to grow its
mobile subscriber base and increase profitability. Hutchison Telephone is using
the experience of its newest shareholder, NTT DoCoMo, the leading provider of
specialized wireless data services in Japan, in providing high-speed wireless
data service to Hong Kong residents. This high-speed wireless data service
allows Hutchison Telephone to augment its current data service capabilities by
providing a broad range of content and mobile commerce offerings. We believe
Hutchison Telephone's strong market position, well known Orange brand and
reputation for high-quality service position it well to market these new lines
of business to its subscribers.



    COMPETITION.  Hutchison Telephone competes with five other digital mobile
operators who are licensed to provide wireless communications services. These
five operators are Pacific Century Cyberworks HKT Limited, SmarTone
Telecommunications Holdings Limited, Peoples Telephone Company Limited, New
World Telephone Limited and SUNDAY Communications Limited. Many of these


                                      142
<PAGE>

wireless communications providers are affiliated with international
telecommunications companies. These competitors currently offer, or are expected
to offer, similar services to those Hutchison Telephone provides. In addition,
Hutchison Telephone competes indirectly with mobile radio, long distance and
wireline providers.



    Hutchison Telephone competes on the basis of network coverage, call quality,
customer service, roaming ability and pricing packages designed for specific
market segments.



    LICENSES.  Hutchison Telephone holds the various licenses described in the
table below:



<TABLE>
<CAPTION>
                                                            LICENSED
FREQUENCY                       SPECTRUM        TERM        TERRITORY      NETWORK TECHNOLOGY
---------                       --------        ----        ---------      ------------------
<S>                            <C>           <C>           <C>           <C>
1800 MHz.....................   2 x 10 MHz   1996 - 2006    Hong Kong             GSM
900 MHz......................  2 x 7.5 MHz   1992 - 2002    Hong Kong             GSM
800 MHz......................  2 x 7.5 MHz   1992 - 2002    Hong Kong            CDMA
</TABLE>



    All of the licenses require adherence to various conditions, including
network build-out requirements and quality standards. We expect these licenses
to be renewed upon expiration without payment of material additional fees. The
Hong Kong government is expected to decide how to award its 3G licenses by the
end of 2000. We believe Hutchison Telephone will pursue one of these licenses in
order to maintain its technologically advanced service offerings.


  PAKISTAN

    Our operating company in Pakistan is Pakistan Mobile Communications (Pvt)
Limited, which operates under the name Mobilink. Mobilink has a national license
for GSM services. As of December 31, 1999, its network coverage extended across
14 cities with a 1998 population of approximately 24.3 million inhabitants,
including the three major population centers of Karachi, Lahore and
Islamabad/Rawalpindi. Mobilink, which initiated operations in 1994, had
approximately 94,000 subscribers as of December 31, 1999. Mobilink offers the
following:

    - postpaid wireless;

    - prepaid wireless;

    - international roaming;

    - value-added services, including call barring, call waiting and transfer,
      voice mail, caller identification, text messaging, e-mail, fax,
      information services and detailed billing; and

    - usage limit plans.

    At December 31, 1999, Mobilink employed approximately 560 people.


    The following table shows several key statistics for the three years ended
December 31, 1999 and for the six months ended June 30, 1999 and 2000, and


                                      143
<PAGE>

nationwide wireless penetration and real GDP growth in Pakistan for 1997, 1998
and 1999:



<TABLE>
<CAPTION>
                                                                              SIX MONTHS
                                                                                ENDED
                                    YEAR ENDED DECEMBER 31,                    JUNE 30,
                              ------------------------------------      ----------------------
                                1997          1998          1999          1999          2000
                                ----          ----          ----          ----          ----
                                            (DOLLARS IN MILLIONS; POPULATION AND
                                                 SUBSCRIBERS IN THOUSANDS)
<S>                           <C>           <C>           <C>           <C>           <C>
Total operating company:
  Licensed population.......   138,160       141,900       145,750         N/A            N/A
  Wireless subscribers......        53            87            94          90            110
  Net revenues..............  $   15.9      $   30.5      $   34.9       $16.0         $ 22.5
  Adjusted EBITDA...........       3.1          13.1          14.6         6.2           10.4
  Adjusted EBITDA margin....      19.2%         43.0%         41.7%       39.1%          46.0%
  Capital expenditures......      21.9          33.8          16.7        10.1           12.0

Proportionate:
  Licensed population.......    41,448        42,570        43,725         N/A            N/A
  Wireless subscribers......        16            26            28          27             33
  Net revenues..............  $    9.2      $    9.2      $   10.5       $ 4.8         $  6.8
  Adjusted EBITDA...........       1.8           3.9           4.4         1.9            3.1
  Capital expenditures......      12.6          10.1           5.0         3.0            3.6

Wireless penetration (all
  carriers).................       0.1%          0.2%          0.2%        N/A            N/A
Real GDP growth.............       1.2%          3.3%          3.9%        N/A            N/A
</TABLE>



    OWNERSHIP.  We formed our Mobilink joint venture in 1992. We currently own
30.0% of the outstanding common stock of Mobilink. International Wireless
Communications Pakistan Ltd., a holding company in which Orascom owns a
controlling interest, owns 58.7% of the outstanding common stock. Rayshield, an
entity which is wholly owned by Saif Telecom, owns 11.3% of Mobilink's
outstanding common stock.



    OUR OPERATIONAL AND MANAGERIAL INFLUENCE.  We appoint three of the ten
members of Mobilink's board of directors. Our operations manager serves on the
three-member executive committee of the board of directors. In addition, our
employees have served as Mobilink's general manager and chief financial officer,
and we continue to play an influential role in selecting its general manager. We
possess joint control over the business plan, capital expenditures and the
strategic direction of Mobilink. In addition to actively participating on its
board of directors, we have an operations manager who is responsible for
day-to-day interaction with Mobilink's management. We also contribute
substantial technical and managerial knowledge to help Mobilink optimize its
network and manage its business. For example, we facilitated the visit of
Mobilink executives to Egypt to gain knowledge of distribution channels,
branding and reward


                                      144
<PAGE>

programs, and prepaid service, each of which have subsequently been implemented
by Mobilink in Pakistan. For more information regarding our operational and
managerial influence over Mobilink and our rights as a shareholder of Mobilink,
see "Our Relationships with Our Operating Companies--Pakistan" on page 196.


    MARKET DEMOGRAPHICS.  Pakistan has a total population of approximately
145.8 million people. Mobilink has a nationwide license, however, it has only
built out its network to cover the major economic centers. Pakistan's GDP for
1999 was approximately $65.2 billion, or $486 per person. At December 31, 1999,
Pakistan's wireline penetration was approximately 2.2%, and wireless penetration
was approximately 0.2%.


    NETWORK OVERVIEW.  Mobilink offers digital cellular services using GSM 900
technology. At December 31, 1999, Mobilink's network consisted of 132 cell sites
and two switches.



    SALES AND MARKETING.  Mobilink offers a range of postpaid pricing plans that
primarily appeal to high end users especially business users. Prepaid service
was launched by Mobilink in May 2000, which we believe will appeal to a wider
number of potential subscribers, particularly those who are cost conscious.
Mobilink distributes its products and services through direct distributors,
dealers and various other retail outlets. Mobilink introduced short messaging
service in July 2000 and in the future plans to provide Internet service.
Calling party pays has been approved by the Pakistani government and is expected
to be implemented by the end of 2000.


    COMPETITION.  Mobilink competes with a variety of telecommunications
providers, many of which are also affiliated with international
telecommunications companies. Mobilink's two principal competitors, both of
which are restricted to analog technologies under their licenses, are Paktel
Limited, which is owned by Cable & Wireless, and Instaphone, of which Millicom
is a large shareholder. PTML, a company wholly owned by Pakistan's fixed
wireline provider, is expected to enter the market as a GSM operator in 2001.
PTML is expected to offer similar services to those provided by Mobilink. In
addition, Mobilink competes indirectly with long distance providers and wireline
providers.


    Mobilink competes on the basis of network coverage, call quality, customer
service, roaming ability and pricing packages designed for specific market
segments.


    LICENSES.  Mobilink's license is described in the table below:

<TABLE>
<CAPTION>
                                                                 LICENSED
FREQUENCY                            SPECTRUM        TERM       TERRITORY    NETWORK TECHNOLOGY
---------                            --------        ----       ---------    ------------------
<S>                                 <C>           <C>           <C>          <C>
900 MHz...........................  2 x 10 MHz    1994 - 2007   Nationwide          GSM
</TABLE>


    Mobilink's license requires adherence to various conditions, including
network build-out requirements and quality standards. Although renewal is at the
discretion of


                                      145
<PAGE>

the Pakistan Telecommunication Authority, we expect this license to be renewed
upon expiration without payment of material additional fees.


COMPLEMENTARY BUSINESSES

  WIRELESS DISTRIBUTION SERVICE

    Wireless Distribution Service, or WDS, which is operated through our wholly
owned subsidiary in Israel, is responsible for the sale, distribution and
warranty repair service of Motorola wireless handsets and accessories in Israel.
WDS started operations in 1986 as a wholly owned distribution arm for Motorola
handset sales in Israel and is the supplier to wireless operators Pelephone,
Cellcom and Partner, and other dealers in Israel.


    As of December 31, 1999, WDS employed 23 people. In addition, WDS has used a
number of independent contractors, some of whom we expect to hire on a full-time
basis shortly after the time of the offering.



    The following table shows several key statistics for WDS's operations for
the three years ended December 31, 1999 and for the six months ended June 30,
1999 and 2000:



<TABLE>
<CAPTION>
                                                                                          SIX MONTHS
                                                       YEAR ENDED                           ENDED
                                                      DECEMBER 31,                         JUNE 30,
                                          ------------------------------------      ----------------------
                                            1997          1998          1999          1999          2000
                                            ----          ----          ----          ----          ----
                                                               (DOLLARS IN MILLIONS)
<S>                                       <C>           <C>           <C>           <C>           <C>
Net revenues........................       $94.4         $129.0        $224.1        $134.4        $82.2
Adjusted EBITDA.....................         4.1            9.4          10.6           5.0          2.7
Adjusted EBITDA margin..............         4.4%           7.3%          4.7%          3.7%         3.3%
</TABLE>



    Adjusted EBITDA includes general and administrative costs associated with
support of our Israeli wholly owned subsidiary but unrelated to the operations
of WDS.


    As one of our business units, WDS will be an independent distributor
for Motorola.


    MARKET DEMOGRAPHICS.  At December 31, 1999, Israel had a population of
approximately 6.1 million people and a 1999 GDP of $98.9 billion, or
approximately $16,147 per person. At December 31, 1999, wireline penetration was
47.0% and wireless penetration was 44.1%. We believe that based on our estimates
of subscriber market growth and handset replacements, the size of the Israeli
market for handsets in 1998 and 1999 was approximately 900,000 and 1,750,000
units sold, respectively. The reasons for this increase in market size was the
first full year of operation for Partner, the continued migration of Pelephone
subscribers from narrowband analog to CDMA networks, and Cellcom upgrading its
subscribers' handsets.


                                      146
<PAGE>

    OPERATIONS.  The WDS employees have expertise in the cellular phone
distribution business, and the WDS business is expected to be an important
strategic asset for Propel. We plan to use that expertise to improve the terms
under which our operating companies will purchase cellular phones. For example,
we expect key employees from the WDS distribution business to negotiate and
administer global pricing agreements with Motorola and other cellular phone
manufacturers. We believe that this will provide an important benefit to our
operating companies. For more information regarding WDS's agreement with
Motorola, see "Our Relationship with Motorola--Wireless Products Distribution
Agreement and Service Agreement" on page 177.


    WDS has distributed Motorola wireless handset products in Israel for
14 years. Under the terms of the Wireless Products Distribution Agreement, WDS
is permited to sell only Motorola handsets in Israel. WDS has separate account
managers for each of the cellular operators in Israel.


    COMPETITION.  In Israel, Nokia's distributor, Eurocom, is WDS's major
competitor for TDMA and GSM handsets while Samsung's distributor, Suny
Electronics, is the major competitor for CDMA handsets. WDS competes on the
basis of price, handset design and features, handset quality and customer
service.


  KOREA TELECOM FREETEL


    Korea Telecom Freetel is a publicly traded company on the South Korean
KOSDAQ stock exchange, under the symbol "32390." We own 1.9%, or 2,719,428
shares, of Korea Telecom Freetel, a wireless operator in Korea. As of
September 14, 2000, the closing price of Korea Telecom Freetel's shares was
$43.69, assuming an exchange rate of 1,113.43 Korean won to the U.S. dollar, and
the market value of our holdings was approximately $118.8 million.


  ZEPHYR TELECOMMUNICATIONS

    We currently hold a 16.8% fully diluted equity interest in Zephyr
Telecommunications, Inc. Zephyr is in the business of establishing and operating
an international voice and data Internet Protocol, or IP, based communications
platform. This platform provides a variety of IP-based telecommunications
services, including domestic and international IP-based telecommunications,
broadband Internet access and Web hosting within and between selected markets
and the rest of the world, particularly the United States. Zephyr's service area
currently includes Poland, the Czech Republic, Ukraine, Russia and South Korea.


    Unlike many of its competitors, Zephyr does not use the Internet for its
IP-based telecommunication but provides its services through the following:


    - leased high-bandwidth circuits between key country locations;

    - company-owned, installed and operated IP-based switching and
      interconnection facilities;

                                      147
<PAGE>

    - local interconnection, co-location and termination agreements with
      telephone companies, cable companies and wireless operating companies; and


    - outsourced operations support systems that provide network management,
      billing and customer care functions.

Using this network allows Zephyr to exercise greater control over call quality
and security, and results in competitive cost advantages.

    At December 31, 1999, Zephyr maintained a staff of 17 people in the United
States. Zephyr conducts its business through joint ventures in each country in
which it operates. Its joint ventures perform local sales, operations, billing
and collections functions.


    Zephyr's primary customers are long distance carriers and large businesses.
Because no special terminals, dialing procedures or access codes are required to
use Zephyr's service, Zephyr's IP telecommunications services are transparent to
people placing telephone calls. We believe Zephyr will gain a competitive
advantage by becoming the first operator of its kind to partner with qualified
local telecommunications service providers. This will provide Zephyr with secure
network facilities, hosting locations and interconnection agreements with
pricing and volume benefits.



    Zephyr, which commenced operations in the third quarter of 1998, generated
revenues and adjusted EBITDA of $3.7 million and $(4.8) million, respectively,
for the year ended December 31, 1999.


OUR EMPLOYEES


    As of March 31, 2000, we had approximately 75 employees at our headquarters
or one of our regional offices. In addition, our consolidated businesses
employed approximately 1,775 persons. None of our employees is represented by a
labor organization. We believe our relationships with our employees are good.


OUR FACILITIES


    Our principal executive offices are located in Schaumburg, Illinois in
approximately 20,000 square feet of office space which we sublease from
Motorola. In addition, we have smaller offices located in Boca Raton, Florida;
London, England; Tel Aviv, Israel; and Hong Kong, China, each of which is less
than 7,000 square feet. Each of these facilities is also leased directly or
occupied under a sublease from Motorola. We are working with Motorola to
transfer these leases to us as soon as possible. In addition, our consolidated
subsidiaries have a number of facilities in northern Mexico and Israel.


                                      148
<PAGE>
LEGAL PROCEEDINGS

    We are not currently party to any legal proceedings, the outcome of which,
if determined adversely to us, would have a material adverse effect on our
business, financial condition or results of operations. Our operating companies
are involved in various legal proceedings arising in the ordinary course of
business. While it is not possible to determine the ultimate outcome of these
proceedings, we believe the outcomes, both individually and in the aggregate,
will not have a material adverse effect on their financial condition or results
of operations.


    Movicom Argentina is currently the subject of an investigation by a criminal
court relating to customs duties payable in connection with the importation of
wireless communications equipment from Motorola. Movicom Argentina has already
paid a fine in connection with this matter, for which it was indemnified by
Motorola. The investigation is continuing, and there can be no assurance that
additional fines or other penalties will not be imposed in connection with this
matter.


                                      149
<PAGE>
                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS OF PROPEL

    Our board currently consists of four directors. We anticipate that five
additional independent directors will be elected to the board shortly following
this offering. Set out below is information concerning our directors and
executive officers.


<TABLE>
<CAPTION>
NAME                       AGE                           POSITION
----                       ---                           --------
<S>                      <C>        <C>
J. Michael Norris......     54      President, Chief Executive Officer and Director
Phoebe A. Wood.........     47      Vice President, Chief Financial Officer and
                                    Director
W. Craig Thomson.......     55      Vice President and Chief Operating Officer
Richard D. Haning......     49      Vice President and Chief Administrative Officer
Michael V. Van Parys...     46      Vice President and Director of Corporate
                                      Development
Robert S. Young........     50      Vice President and Director of Strategy and
                                      Business Development
Michael E. Babka.......     54      Vice President and Director of Human Resources
Thomas P. Holden.......     51      Vice President and General Counsel
Theodore W.
  Schaffner............     54      Director
Richard D. Severns.....     55      Director
</TABLE>



    Our board will be divided into three classes serving staggered terms.
Directors in each class will be elected to serve for three-year terms and until
their successors are elected and qualified. Each year, the directors of one
class will stand for election as their term of office expires. Messrs. Norris
and Severns will be designated as class I directors, with their initial terms of
office expiring at the annual meeting of stockholders in 2001. Mr. Schaffner and
Ms. Wood will be designated as class II directors, with their initial terms of
office expiring at the annual meeting of stockholders in 2002. The five
additional directors that we anticipate appointing to our board will be
designated as classes I, II and III, such that each class will have three
directors.



    J. MICHAEL NORRIS has served as our President and Chief Executive Officer
and as a director since June 2000. Mr. Norris was a senior vice president of
Motorola and general manager of Motorola's Network Management Group, the
predecessor of Propel, from 1989 to the time of this offering. He had
responsibility for Motorola's global cellular service operating joint ventures
worldwide, international satellite gateway operations and domestic wireless
reseller business. He joined Motorola in 1973 and has held numerous
international sales and operations positions for various Motorola businesses.
Mr. Norris is a director of Iridium LLC, and he also served on the board of
directors of our operating companies in Argentina, Israel, Hong Kong, Mexico,
Chile and Uruguay.



    PHOEBE A. WOOD has served as our Vice President and Chief Financial Officer
and as a director since August 2000. Prior to joining Propel, Ms. Wood was vice
president,


                                      150
<PAGE>

finance, planning and control for ARCO Alaska, Inc. from January 1996. From
March 1995 to January 1996, Ms. Wood served as vice president, business
development, for Vastar Resources, Inc., then a subsidiary of Atlantic
Richfield. She was vice president, finance, planning and control for ARCO
British Ltd. from October 1990 to March 1995.



    W. CRAIG THOMSON has served as our Vice President and Chief Operating
Officer since June 2000. Mr. Thomson was a vice president of Motorola and
general manager of Motorola's Network Communications Division from July 1999 to
the time of this offering. He joined Motorola in May 1997 as managing director,
operations for the Europe, Middle East and Africa region of Network
Communications Division. He became managing director of the Europe, Middle East
and Africa region in December 1997 and was promoted to vice president in August
1998. Before joining Motorola, Mr. Thomson was senior vice president of Galileo
International and managing director of Galileo's operations in Europe, the
Middle East and Africa. Mr. Thomson serves on the board of directors of Propel's
operating company in, Israel and our holding company in Jordan.



    RICHARD D. HANING has served as our Vice President and Chief Administrative
Officer since August 2000. Prior to serving as our Chief Administrative Officer,
Mr. Haning was our Chief Financial Officer from June 2000. Mr. Haning was a
senior vice president of Motorola and director of finance for Motorola's Network
Management Group from May 1999 to the time of this offering. Mr. Haning became a
vice president and director of finance for Motorola's Cellular Subscriber
Division in 1990 and also acted as its chief of staff from 1997 to 1999. Since
joining Motorola in 1977, Mr. Haning has held numerous other financial positions
within Motorola's cellular networks and subscribers businesses. Mr. Haning is a
director of Telular Corporation, a participant in the fixed wireless
telecommunications market.



    MICHAEL V. VAN PARYS has served as our Vice President and Director of
Corporate Development since July 2000. Prior to joining Propel, Mr. Van Parys
was a vice president of Motorola and director of corporate development for
Motorola from November 1997. From May 1996 to November 1997, Mr. Van Parys
served as a vice president and director of strategy and business development for
Motorola's Paging Products Group. From March 1995 to May 1996, Mr. Van Parys was
a vice president and general manager of Motorola's Paging Products Group,
Derivative Technologies Division. From July 1994 to March 1995, he served as
vice president and director of International Operations for Motorola's
Derivative Technologies Division. From March 1993 to July 1994, Mr. Van Parys
was vice president and director of Asia Pacific and North American Operations
for Motorola's International Networks Division.


    ROBERT S. YOUNG has served as our Vice President and Director of Strategy
and Business Development since June 2000. Mr. Young was a corporate vice
president of Motorola and general manager for strategy and business development
for Motorola's Network Management Group from 1999 to the time of this offering.
From 1997 to

                                      151
<PAGE>
1999, Mr. Young served as vice president and general manager of Motorola's
Satellite Ventures Division. He joined Motorola in 1984 and held various
positions in corporate strategy, marketing and sales, operations and business
development in Motorola's cellular infrastructure systems and wireless network
operating businesses. Mr. Young is on the board of directors of HTCL, our
operating company in Hong Kong.


    MICHAEL E. BABKA has served as our Vice President and Human Resources
Director since June 2000. Mr. Babka was a vice president of Motorola and
director of human resources for Motorola's Network Management Group from 1997 to
the time of this offering. From 1994 to 1997, Mr. Babka served as director of
strategic human resource programs for Motorola. Mr. Babka joined Motorola in
1969 and has held numerous human resources positions.



    THOMAS P. HOLDEN has served as our Vice President and General Counsel since
June 2000. Mr. Holden was senior international counsel for Motorola's Network
Management Group from 1992 to the time of this offering, where he was involved
in all legal matters related to cellular joint ventures and operations
worldwide. From 1986 to 1992, Mr. Holden was located in Hong Kong where he
served as in-house legal counsel for Motorola's Asia/Pacific operations.
Mr. Holden joined Motorola in 1982 and had responsibility for providing advice
to various business units on international legal matters.



    THEODORE W. SCHAFFNER has been one of our directors since June 2000.
Mr. Schaffner has been senior vice president and director of corporate
development for Motorola since October 1999. From June 1996 to October 1999,
Mr. Schaffner served as corporate vice president and director of corporate
development. From August 1991 to June 1996, he served as vice president,
corporate business development, and from October 1989 to August 1991 as director
of business development. Mr. Schaffner joined Motorola in 1987.


    RICHARD D. SEVERNS has been one of our directors since June 2000.
Mr. Severns has served as senior vice president and director of finance for the
Communications Enterprise of Motorola since July 1998. From 1991 to July 1998,
he served as senior vice president, director of finance and general manager of
Motorola's Network Services and Strategy Group for the Land Mobile Products
Sector. Mr. Severns joined Motorola in 1971 as a senior auditor. Mr. Severns is
a director of Iridium LLC and Next Level Communications.

COMMITTEES OF THE BOARD OF DIRECTORS

    We intend to have two standing committees of our board of directors, an
audit committee and a compensation committee. The audit committee will select
the independent public accountants to audit our annual financial statements and
will establish the scope of, and oversee, the annual audit of our financial
statements. The compensation committee will determine the compensation for our
employee directors and, after receiving and considering the recommendation of
our chief executive

                                      152
<PAGE>
officer, all our officers and any other employee that the compensation committee
may designate from time to time and will approve and administer employee benefit
plans.

    The audit committee and the compensation committee will each consist of
three directors who meet all requirements imposed by SEC rules and regulations
or rules and regulations of any exchange or trading system on which our
securities are listed or quoted. The compensation committee will be composed of
persons at least a majority of whom will be "non-employee directors," as that
term is defined in Rule 16b-3 under the Exchange Act, and "outside directors,"
as that term is defined in Section 162(m) of the Internal Revenue Code of 1986,
as amended, or the Code.

    Our board may establish other committees from time to time to facilitate the
management of our business and affairs.

COMPENSATION COMMITTEE INTERLOCKS

    We currently do not have a compensation committee. The historical
compensation arrangements for our executive officers were established by
Motorola's senior management in accordance with Motorola's compensation
policies, as established by its board of directors. Following this offering, any
changes in the compensation arrangements of our executive officers will be
determined by the compensation committee of our board of directors that we
intend to form promptly following the election of our additional five
independent directors.

COMPENSATION OF DIRECTORS

    Directors who are also our employees or employees of Motorola receive no
compensation for serving as directors or committee members. Our non-employee
directors' compensation will consist of a cash retainer and stock options. Our
non-employee directors, other than our chairman, will each receive a one-time
award of $100,000 in stock options, and will receive annual compensation of
$35,000 cash and $100,000 in stock options. The non-employee chairman of our
board will receive a one-time award of $300,000 in stock options and will
receive annual compensation of $50,000 cash and $300,000 in stock options. The
non-employee directors will also receive fees of $3,000 per year for serving as
a chairperson of a board committee, $1,000 for each committee meeting and $1,500
for each board meeting. The non-employee directors may elect to receive all or a
part of their cash compensation in the form of stock options. The value of the
stock options granted to our directors will be calculated using the
Black-Scholes valuation methodology as of the date of the grant.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS


    All of our stock is currently owned by Motorola, so none of our officers or
directors currently owns any shares of our common stock. Effective as of the
closing of this offering, all of our employees will be granted founders' grant
options exercisable at the initial public offering price to purchase shares of
our common stock,


                                      153
<PAGE>

which will vest as described below. In addition, some of our employees will be
granted restricted stock awards. For a description of these option grants and
restricted stock awards, see "--Incentive Plan" on page 161. Motorola's vested
stock options held by our employees, including those reflected in the tables set
forth in the "--Grants of Stock Options" and "--Exercises of Stock Options,"
will be eligible to be converted into comparable stock options under our
incentive plans at the time that Motorola owns less than 50% of our common
stock. For a description of the terms of these substitute stock options, see
"--Incentive Plan--Substitute Awards" on page 162.



    The following table sets forth the number of shares of Motorola's common
stock beneficially owned as of June 30, 2000 by each of our directors, the
executive officers named in the Summary Compensation Table below and all our
directors and executive officers as a group. The shares listed in this table
reflect the three-for-one stock split of Motorola common stock on June 1, 2000.



<TABLE>
<CAPTION>
                                                      SHARES UNDER    TOTAL SHARES
                                                       EXERCISABLE    BENEFICIALLY
                                  SHARES OWNED (1)     OPTIONS (2)     OWNED (3)
                                  ----------------     -----------     ---------
<S>                               <C>                 <C>             <C>
DIRECTORS AND EXECUTIVE
  OFFICERS:
J. Michael Norris...............           --             32,721       37,791
Phoebe A. Wood..................           --                 --           --
W. Craig Thomson................           --             24,450       24,450
Richard D. Haning (4)...........       19,287             27,840       48,228
Michael V. Van Parys............           --              2,200        2,536
Robert S. Young.................           --             53,676       53,928
Theodore W. Schaffner(5)........       27,402            104,900      133,502
Richard D. Severns (6)..........       16,456            250,950      289,993
All directors and executive
  officers of Propel as a group
  (Ten persons).................       66,082            527,337      632,628
</TABLE>


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

(1) Except as otherwise noted, includes shares over which the person currently
    holds or shares voting and/or investment power but excludes interests, if
    any, in shares held in the Motorola, Inc. 401(k) Profit Sharing Plan and the
    shares listed under "Shares Under Exercisable Options."


(2) Includes shares under options exercisable on June 30, 2000 and options which
    become exercisable within 60 days thereafter.



(3) These figures include the shares listed under "Shares Under Exercisable
    Options" and interests, if any, in shares held in Motorola's profit sharing
    plan, which is subject to some investment restrictions for: Mr. Norris
    (5,070), Mr. Haning (1,101), Mr. Young (252), Mr. Van Parys (336) and
    Mr. Severns (6,387). All Propel directors and executive officers as a group
    own less than 1% of Motorola's outstanding common stock.


                                      154
<PAGE>
(4) Data for Mr. Haning include 17,814 shares owned in trust with his spouse and
    630 shares owned in minor accounts of 210 shares for each of his three
    children.

(5) Data for Mr. Schaffner include 1,200 shares owned in minor trust accounts of
    300 shares for each of his two daughters, with his wife as trustee, for
    which he disclaims beneficial ownership.

(6) Data for Mr. Severns include 5,100 shares owned in trust. In addition,
    Mr. Severns disclaims beneficial ownership of 16,200 shares held in his
    spouse's trust which are included for him under "Total Shares Beneficially
    Owned."

                                      155
<PAGE>
EXECUTIVE COMPENSATION

    The following table sets forth compensation information for our chief
executive officer and the four other executive officers of Propel who, based on
employment with Motorola and its subsidiaries, were our most highly compensated
officers for the year ended December 31, 1999. All information contained in this
table reflects compensation earned by the named individuals for services with
Motorola and its subsidiaries.

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                          LONG TERM
                                       ANNUAL COMPENSATION(1)           COMPENSATION
                                -------------------------------------   -------------
                                                                         SECURITIES       ALL OTHER
NAME AND PRINCIPAL                                                       UNDERLYING     COMPENSATION
POSITION                          YEAR     SALARY($)(2)   BONUS($)(3)   OPTIONS(#)(4)     ($)(5)(6)
------------------------------  --------   ------------   -----------   -------------     ---------
<S>                             <C>        <C>            <C>           <C>             <C>
J. Michael Norris.............    1999       385,000        315,000        105,000            4,338
President, Chief Executive
  Officer and Director

W. Craig Thomson (7)..........    1999       307,099        161,819         27,000               --
Vice President and Chief
  Operating Officer

Richard D. Haning.............    1999       290,200        215,000         27,000            4,005
Vice President and Chief
  Administrative Officer

Michael V. Van Parys..........    1999       193,969        105,000         16,500            3,424
Vice President and Director of
  Corporate Development

Robert S. Young...............    1999       256,500        185,000         30,000            3,896
Vice President
</TABLE>


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

(1) The aggregate amount of perquisites and other personal benefits, securities
    or property, given to each named executive officer valued on the basis of
    aggregate incremental cost to Motorola, was less than either $50,000 or 10%
    of the total of annual salary and bonus for that executive officer during
    1999.

(2) Includes amounts deferred pursuant to salary reduction arrangements under
    the Motorola profit sharing plan for 1999.


(3) These amounts were earned in 1999 under the Motorola executive incentive
    plan for performance during that year. Mr. Thomson's bonus figures also
    include an annual holiday bonus of $11,819.


(4) Options granted for 1999 were at the fair market value at the time of the
    grant. These options were granted on January 31, 2000 relating to
    performance during 1999. The options vest and become exercisable over four
    years. The number of options listed reflect the three-for-one Motorola stock
    split on June 1, 2000.

(5) These figures for 1999 include the following amounts for the premiums paid
    under the term life portion of the split-dollar life insurance for:
    Mr. Norris ($964), Mr. Haning ($581) and Mr. Young ($472).

                                      156
<PAGE>

(6) These figures include the following contributions made by Motorola to the
    profit sharing plan for 1999 for: Mr. Norris ($3,424), Mr. Haning ($3,424),
    Mr. Young ($3,424) and Mr. Van Parys ($3,424).



(7) W. Craig Thompson is compensated in British pounds. To calculate his
    compensation in U.S. dollars a currency exchange rate at December 31, 1999
    of L1.00=$0.618694 has been used.


STOCK OPTION GRANTS IN 1999


    The following table shows all individual grants of options to acquire shares
of Motorola common stock granted to the executive officers named in the above
Summary Compensation Table under Motorola's incentive plan for the year ended
December 31, 1999. Options were granted on January 31, 2000 relating to
performance during 1999.



<TABLE>
<CAPTION>
                                                                                        POTENTIAL REALIZABLE
                                                                                              VALUE AT
                                                                                           ASSUMED ANNUAL
                            NUMBER OF        % OF TOTAL                                    RATES OF STOCK
                            SECURITIES        OPTIONS                                    PRICE APPRECIATION
                            UNDERLYING       GRANTED TO    EXERCISE OR                    FOR OPTION TERM
                         OPTIONS GRANTED     EMPLOYEES      BASE PRICE    EXPIRATION   ----------------------
NAME                     (# OF SHARES)(1)     IN 1999      ($/SHARE)(2)    DATE(3)     5%($)(4)    10%($)(4)
----                     ----------------   ------------   ------------   ----------   --------    ---------
<S>                      <C>                <C>            <C>            <C>          <C>         <C>
J. Michael Norris......      105,000            *             $43.84       1/31/15     3,452,663   6,905,325
W. Craig Thomson.......       27,000            *             $43.84       1/31/15      887,828    1,775,655
Richard D. Haning......       27,000            *             $43.84       1/31/15      887,828    1,775,655
Michael V. Van Parys...       16,500            *             $43.84       1/31/15      542,396    1,084,793
Robert S. Young........       30,000            *             $43.84       1/31/15      986,475    1,972,950
</TABLE>


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

*   Less than one percent.


(1) These are options granted under Motorola's 1998 incentive plan to acquire
    shares of Motorola's common stock. These options were granted at fair market
    value at the time of the grant, and carry with them the right to elect to
    have shares withheld upon exercise and/or to deliver previously-acquired
    shares of Motorola's common stock to satisfy tax withholding requirements.
    The options vest and become exercisable over four years. The number of
    options listed reflect the three-for-one stock split of Motorola common
    stock on June 1, 2000.


(2) The exercise price of these options was originally $131.53; $43.84 reflects
    the exercise price after the three-for-one stock split of Motorola common
    stock on June 1, 2000.


(3) The option term is 15 years from the date of grant. Options could expire
    earlier in certain circumstances. These Motorola options are subject to the
    following terms when Motorola owns less than 50% of our common stock:
    (a) all unvested Motorola options will expire immediately; (b) at the
    election of the holder, vested Motorola options can be exchanged for options
    to acquire shares of our common stock; and (c) vested Motorola options that
    are not exchanged for Propel stock options can continue to be exercised to
    acquire Motorola common stock for twelve months. For a description of this
    conversion, see "--Incentive Plan--Substitute Awards" on page 162.



(4) These hypothetical gains are based entirely on assumed annual growth rates
    of 5% and 10% in the value of Motorola's stock price over the entire 15-year
    life of these options. This equates to an increase in stock price of 108%
    and 318%, respectively. These assumed rates of growth are selected by the
    SEC for illustration purposes only and are not intended to predict future
    stock prices, which will depend upon market conditions and Motorola's future
    performance. This calculation does not take into account any taxes or other
    expenses which might be owed.


                                      157
<PAGE>
AGGREGATED OPTION EXERCISES IN 1999 AND 1999 YEAR-END OPTION VALUES

    The following table shows aggregate exercises of options to purchase
Motorola common stock in the year ended December 31, 1999 by the executive
officers named in the Summary Compensation Table. The shares listed in this
table reflect the three-for-one stock split of Motorola common stock on June 1,
2000.


<TABLE>
<CAPTION>
                                                              NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                                                             UNDERLYING UNEXERCISED        IN-THE-MONEY (3) OPTIONS AT
                       SHARES ACQUIRED       VALUE         OPTIONS AT END OF 1999 (2)           END OF 1999 ($)(4)
                         ON EXERCISE       REALIZED      ------------------------------   ------------------------------
NAME                    (# OF SHARES)       ($)(1)       EXERCISABLE   UNEXERCISABLE(5)   EXERCISABLE   UNEXERCISABLE(5)
----                    -------------       ------       -----------   ----------------   -----------   ----------------
<S>                    <C>               <C>             <C>           <C>                <C>           <C>
J. Michael Norris....      81,000         $  987,260         32,721        188,199        $1,606,056       $9,237,434

W. Craig Thomson.....          --                 --         24,450         41,700         1,200,088        2,046,775

Richard D. Haning....      62,940          1,283,759         27,840         27,000         1,366,480        1,325,250

Michael V.
  Van Parys..........      53,302            626,736          2,200         31,298           107,983        1,536,210

Robert S. Young......       6,000            171,280         53,676         54,999         2,634,597        2,699,534
</TABLE>


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

(1) The "value realized" represents the difference between the base, or
    exercise, price of the option shares and the market price of the option
    shares on the date the option was exercised. The value realized was
    determined without considering any taxes which may have been owed.


(2) The option term is either 10 years or 15 years from the date of grant
    depending on the terms of the Motorola stock option plan under which they
    were granted. Options could expire earlier in certain circumstances. All
    Motorola options held by Propel employees are subject to the following terms
    when Motorola owns less than 50% of our common stock: (a) all unvested
    Motorola options will expire immediately; (b) at the election of the holder,
    vested Motorola options can be exchanged for options to acquire shares of
    our common stock; and (c) vested Motorola options that are not exchanged for
    Propel stock options can continue to be exercised to acquire Motorola common
    stock for up to 12 months depending on the terms of the Motorola stock
    option plan under which they were granted. For a description of this
    conversion, see "--Incentive Plan--Substitute Awards" on page 162.


(3) "In-the-money" options are options whose base, or exercise, price was less
    than the market price of Motorola common stock at December 31, 1999.

(4) Assuming a stock price of $49 1/12 per share, which reflects the closing
    price of $147.25 per share of Motorola common stock reported for the New
    York Stock Exchange--Composite Transactions on December 31, 1999, as
    adjusted for the three-for-one stock split on June 1, 2000.

(5) Includes options granted on January 31, 2000 relating to performance during
    1999.

RETIREMENT PLANS


    The Motorola, Inc. Pension Plan may provide pension benefits to our
employees in the future. Most regular U.S. employees who have completed one year
of employment with Motorola or some of its subsidiaries are eligible to
participate in the pension plan. Motorola employees ordinarily become vested
after five years of service. However, our employees, whether or not they have
less than five years of service at the time when Motorola owns less than 80% of
our common stock, will become vested at such time.



    The pension plan was amended, effective July 1, 2000, to allow Motorola
employees to have the option to remain in the pension plan or select a portable


                                      158
<PAGE>

pension plan. Those of our employees who selected the portable pension plan will
be eligible to receive a distribution of their benefits when Motorola owns less
than 80% of our common stock. Normal retirement under the Motorola pension plan
and the portable pension plan is age 65.



    Motorola also maintains a supplementary executive retirement plan for
Motorola elected officers, including Mr. Norris, Mr. Haning and Mr. Young. The
Motorola supplementary executive retirement plan provides that if the benefit
payable annually, computed on a single life annuity basis, to any officer under
the pension plan, which is generally based on varying percentages of specified
amounts of final average earnings, prorated for service, as described in the
Motorola pension plan, is less than the benefit calculated under the
supplementary executive retirement plan, that officer will receive supplementary
payments upon retirement.



    Generally, the total annual payments to such officer from both plans will
aggregate a percentage of the sum of such officer's rate of salary at retirement
plus an amount equal to the highest average of the Motorola executive incentive
plan awards paid to such officer for any five years within the last eight years
preceding retirement. Such percentage ranges from 40% to 45%, depending upon
such officer's years of service and other factors. However, the total annual
pension payable on the basis of a single life annuity to any named executive
officer from the Motorola pension plan and supplementary executive retirement
plan is subject to a maximum of 70% of that officer's base salary prior to
retirement.



    If the officer is vested and retires at or after age 57 but prior to
age 60, he or she may elect to receive a deferred unreduced benefit when he or
she attains age 60, or an actuarially reduced benefit when that officer retires,
contingent upon entering into an agreement not to compete with Motorola. If a
change in control of Motorola occurs, the right of each non-vested elected
officer to receive supplementary payments will become vested on the date of such
change in control.



    Participants in the supplementary executive retirement plan generally become
vested in the plan at age 55. At the time of vesting Motorola makes a
contribution to the trust for that plan. Contributions for Messrs. Norris,
Haning and Young have not been made because they have not vested in this plan.
The purpose of that contribution is to enable the trust to make payments of the
benefits under the supplementary executive retirement plan due to the
participant after retirement. Federal and state tax laws require that the
participant include in income the amount of any contribution in the year it was
made even though the participant receives no cash in connection with such
contribution or any payments from the retirement plan.



    Based on salary levels at December 31, 1999, and the average of the Motorola
executive incentive plan awards paid for the highest five years out of the last
eight years, for Messrs. Norris, Haning, and Young the estimated annual benefit
payable upon retirement at normal retirement age from the pension plan, as
supplemented pursuant to the officers' supplementary executive retirement plan
described above and


                                      159
<PAGE>

a previous retirement income plan, is as follows: Mr. Norris, $337,695,
Mr. Haning, $208,639, and Mr. Young, $140,372. In connection with their transfer
to Propel, Messrs. Norris, Haning and Young will be forfeiting the right to
potential future benefits under the supplementary executive retirement plan and
in compensation therefore will receive grants of restricted stock from Propel.
See "--Incentive Plan--Restricted Stock Awards" on page 163.


CHANGE IN CONTROL AGREEMENTS

    In connection with the offering, we intend to enter into change in control
agreements as described below. These agreements will generally provide monetary
compensation and other benefits upon the occurrence of specified triggering
events involving a change in control of our business.

    The change in control agreements specify two events which must occur before
the change in control provisions are triggered:

    (1) a change in control occurs within four years of this offering; and


    (2) within two years after a change in control, one of the following
       events occurs:


       (a) the participant's employment is terminated without cause;

       (b) a negative, material change or reduction is made in the participant's
              duties, authorities or responsibilities;

       (c) the participant is required to materially relocate his or her
              principal office location;

       (d) the participant's annual aggregate compensation, including benefits
              is materially decreased; or

       (e) any termination does not follow the notice of termination procedures.

    Change in control is defined as:

    - the acquisition by any person of more than 20% of the combined voting
      power of our voting stock, other than by us, by an employee benefit plan,
      or by any corporation owned, directly or indirectly, by our stockholders
      in the same proportions as their ownership in us;

    - the approval by our stockholders of a definitive agreement to merge,
      consolidate, sell all or substantially all of our assets, or liquidate; or


    - during any two consecutive year periods, a material change in the majority
      of our board.


If a participant is part of a purchasing group who consummates the change in
control transaction, the transaction is not deemed a change in control event for
that participant.

                                      160
<PAGE>
    Each of our executive officers will be entitled to the following benefits if
the change in control provisions are triggered for that executive officer:

    - amount equal to three times base salary and three times target incentive
      award;


    - amount equal to unpaid base salary, accrued vacation pay and earned but
      not taken vacation pay; and



    - continuation of welfare benefits of health care, life and accidental death
      and disability insurance for three years.


    Two other senior employees will be entitled to receive two times their base
salaries and bonuses, their unpaid base salary, accrued and earned vacation pay,
and continuation of health care and other insurance for two years if the change
in control provisions are triggered for that employee.

    All of our other employees will be entitled to receive two times their base
salaries and bonuses, their unpaid base salary, accrued and earned vacation pay,
and continuation of health care and other insurance for two years if they are
terminated within a specified period of time after a divestiture of our stock by
Motorola, other than through a distribution, in specified circumstances.


    All change in control payments will be subject to all laws and other
arrangements regarding the payment of severance so that a terminated employee
will receive the greater of the minimum required by law or other guaranteed
severance or the applicable change of control payment. Where greater, the change
of control payments will be net of any severance obligations we may be obligated
to pay.


INCENTIVE PLAN


    We plan to adopt, with the approval of Motorola in its capacity as our sole
stockholder, the Propel, Inc. Omnibus Incentive Compensation Plan. Our incentive
plan will permit the grant of founder's stock options, substitute awards,
incentive stock options, nonqualified stock options, stock appreciation rights,
restricted stock, performance shares, performance units and cash based awards as
described below. Our incentive plan will be administered by our board of
directors or such committee to which the board delegates its administrative
authority pursuant to the terms of the plan. Our incentive plan provides for
accelerated vesting of all awards granted under this plan upon a change in
control, as defined above.



    FOUNDERS GRANTS.  In connection with the offering, all officers,
non-employee directors, excluding our Motorola directors, and employees
worldwide will be awarded founders grant options to purchase shares of our
common stock. These stock options will vest over four years, with vesting on the
anniversary of the grant date as follows: 10% vest on the first anniversary; 20%
vest on the second anniversary; 30% vest on the third anniversary; and 40% vest
on the fourth anniversary. The exercise price per share of these stock options
will be equal to the initial public offering price of our common stock. The
options will have a ten-year exercise period.


                                      161
<PAGE>

    A total of about 5,805,556 shares, or 3.7%, of our common stock will be
issuable upon the exercise of these options.



    SUBSTITUTE AWARDS.  Our employees who hold unvested Motorola options at the
time of this offering will be granted shares of our restricted stock at the time
of this offering to compensate them for the possibility that their unvested
Motorola options will expire prior to the time that they can be exercised or
exchanged for Propel options as described below. The number of shares of our
restricted stock granted to each employee will be determined by taking the value
of these unvested Motorola options at the time of this offering and dividing
that number by the initial public offering price of shares of our common stock.
The value of the unvested Motorola options will be calculated using a
Black-Scholes valuation methodology and based on the price of the Motorola
common stock on the offering date, as agreed to by Motorola and Propel. These
restricted stock awards will be subject to the same vesting schedule and terms,
other than the exercise price, as the unvested Motorola options that these
awards are intended to replace.



    Assuming a Motorola share price of $34.44 and an initial public offering
price of $18.00, the mid-point of the price range set forth on the cover of this
prospectus, a total of about 280,338 shares, or 0.2%, of our common stock will
be granted as substitute awards.



    Our employees will continue to hold their vested and unvested Motorola
options after the time of this offering on the same terms and conditions under
which they were held prior to this offering. At the time Motorola owns less than
50% of our common stock, all our employees holding vested Motorola stock options
will have the right to elect to exchange their vested Motorola options for
vested Propel stock options using the Financial Accounting Standards Board 90-9
Rule, such that the dollar value of each Propel employee's vested Motorola
options equals the dollar value of the substitute vested Propel options and the
ratio of the exercise price per Propel option to the fair market value per
Propel share equals the ratio of the exercise price per Motorola option to the
fair market value per Motorola share. Fair market value means the average high
and low price for the applicable common stock on the applicable date.
Accordingly, for each grant of unexercised vested Motorola options:



    - the number of exchanged vested Propel options will be calculated by
      dividing the fair market value of the Motorola common stock on the
      exchange date by the fair market value of the Propel common stock on the
      exchange date and multiplying the resulting number by the number of
      Motorola options in such grant and



    - the exercise price of the exchanged vested Propel options will be
      calculated by dividing the fair market value of the Propel common stock on
      the exchange date by fair market value of the Motorola common stock on the
      exchange date


                                      162
<PAGE>

      and multiplying the resulting number by the exercise price of the Motorola
      options being exchanged.



    The terms and conditions of each substitute award will be the same as those
of the replaced Motorola stock option, including, the time or times when, and
the manner in which, each substitute Propel stock option will be exercisable,
the duration of the exercise period, the permitted method of exercise,
settlement and payment and the rules that will apply in the event of termination
of employment of the employee.



    Any vested Motorola stock options held at the time Motorola owns less than
50% of our common stock that are not exchanged for Propel stock options can
continue to be exercised to acquire Motorola common stock for up to twelve
months depending on the terms of the Motorola stock option plan they were
granted under and in accordance with the terms of the original grant. Any
unvested Motorola stock options held by our employees the time Motorola owns
less than 50% of our common stock will automatically expire.



    RESTRICTED STOCK AWARDS.  Messrs. Norris, Haning and Young participated in
the Motorola elected officers supplementary retirement plan which could, under
certain circumstances, provide for benefits to those executives if they were to
remain with Motorola. In connection with our separation from Motorola those
executives will no longer be eligible to participate in this plan. For more
information, see "--Retirement Plans" on page 158.



    In order to compensate these executives for the loss of potential cash
benefits under the Motorola elected officers supplementary retirement plan, we
will grant them a number of shares of restricted stock with vesting restrictions
as described below. The dollar amount of restricted stock, valued at the initial
public offering price, to be issued is as follows: Mr. Norris--$4,588,874; Mr.
Haning--$2,882,594; and Mr. Young--$2,233,602. These amounts were calculated by
projecting the value of each executive's unvested supplemental executive
retirement benefit as of December 31, 2000, grossing up that value for any
income taxes that would be payable thereon at the maximum rate of applicable
Federal and state taxes and applying a premium associated with the additional
risk they are assuming. Mr. Norris' restricted stock will vest 50% six months
after the date of this offering and 50% on his 55th birthday. Messrs. Haning's
and Young's restricted stock will vest in three equal installments on the
six-month, 18-month and 30-month anniversaries of this offering.



    In addition, Mr. Thomson will receive restricted shares to compensate him
for his loss of potential cash benefits under his supplementary retirement plan
in the United Kingdom in an amount equal to $1,000,000 valued at the initial
public offering price. These shares of restricted stock will vest in three equal
installments on the six-month, 18-month and 30-month anniversaries of this
offering.



    Propel will guarantee a minimum dollar value per share of these restricted
shares during the period commencing on the date such restricted shares vest and
ending on the later to occur of (a) one year after the date of vesting and
(b) one year after the


                                      163
<PAGE>

date on which Motorola owns less than 50% of our common stock. The minimum
dollar value per share shall be equal to 50% of the initial public offering
price and shall be payable to the applicable executive if and only if such
executive sells all or any portion of his restricted shares during such period.
Assuming that a sale occurs during such period for a per share amount less than
the minimum dollar value, such executive shall be eligible to collect from us a
per share amount equal to the difference between the per share sale price and
the minimum dollar value, multiplied by the number of shares of vested
restricted stock which such executive sold. Motorola has agreed to reimburse us
for cash payments made under this guarantee to Messrs. Norris, Haning and Young
only less the tax-effected value of any compensation deduction assuming the
highest applicable tax rate.



    At the time of this offering four other executives will receive special
grants of our restricted stock in connection with their employment with us equal
to the greater of one-half their current Motorola base salary and $100,000. The
aggregate total of these base salaries is approximately $464,000. These shares
of restricted stock will vest on the earlier of the fifth anniversary of this
offering and such executive's 55th birthday.



    ANNUAL STOCK OPTION AWARDS.  All of our employees will be eligible to
receive annual stock options. Our incentive plan provides for the grant of stock
options, restricted stock units or stock appreciation rights. An aggregate of
15,500,000 shares of our common stock will be reserved for issuance under our
incentive plan. Subject to adjustments as set forth in our incentive plan, the
maximum stock option grant to any individual in any calender year may not exceed
        shares. The stock options will have a three-year vesting period. Stock
appreciation rights will be granted in countries where stock options are
unavailable. Options granted under our incentive plan may be either incentive
stock options or such other forms of non-qualified stock options as our board of
directors may determine. The incentive stock options are intended to qualify as
"incentive stock options" within the meaning of Section 422 of the tax code. The
exercise price of any stock option generally shall not be less than 100% of the
fair market value of the common stock on the date the option is granted.



    The term of any option will be determined by our board of directors, but no
incentive stock option or non-qualified stock option may be exercised later than
ten years after the date of grant. No option shall become exercisable except in
accordance with the terms and conditions established by our board of directors
at the time of the grant. Our incentive plan provides that our board of
directors shall determine the extent to which an employee may have the right to
exercise an option following termination of employment.



    The board of directors may grant restricted stock units to such individuals,
at such times, and in such amounts as it may determine. Each restricted stock
unit relates to one share of our common stock, subject to certain adjustments as
described in our incentive plan. Restricted stock units shall vest, subject to
the satisfaction of certain conditions, at the time or times determined by our
board of directors. In addition, our board of directors may establish
performance vesting criteria with


                                      164
<PAGE>

respect to all or any portion of a grant of restricted stock units based on
certain business criteria. Our incentive plan provides that our board of
directors shall determine the extent to which an employee may have the right to
receive the unvested restricted stock units following termination of employment.
Awards of restricted stock units to participants subject to Section 162(m) of
the tax code are intended to qualify under that section of the tax code and
provisions of such awards will be interpreted in a manner consistent with that
intent to the extent appropriate. Subject to adjustments as set forth in our
incentive plan, the maximum number of shares of common stock that may be granted
to any individual in the form of restricted stock units in any calendar year
shall not exceed       shares.



    Our board of directors may grant stock appreciation rights to such
individuals, at such times, and in such amounts as it may determine. The
exercise price of any stock appreciation right generally shall not be less than
100% of the fair market value of our common stock on the date the stock
appreciation right is granted. The term of any stock appreciation rights will be
determined by our board of directors, but such term shall not exceed ten years.
Our incentive plan provides that our board of directors shall determine the
extent to which an employee may have the right to exercise the stock
appreciation right following termination of employment. Subject to adjustments
as set forth in our incentive plan, the maximum number of stock appreciation
rights that may be granted to any individual in any calendar year shall not
exceed       stock appreciation rights.



    The board of directors generally will have the power and authority to amend
our incentive plan at any time without approval of our stockholders, subject to
applicable federal securities and tax laws limitations, including regulations of
the Nasdaq National Market.



    ANNUAL INCENTIVE AWARDS.  All of our employees will be eligible to receive
an annual incentive award. Our incentive plan provides for the grant of
performance units, performance shares or cash awards based upon the achievement
of certain target levels of performance, both of our business as a whole and by
each employee's organizational level. Pursuant to our incentive plan, at the
beginning of each year, we will establish targeted performance levels for each
organizational level at which a target performance award may be earned, with a
threshold of minimum performance level below which no award will be paid, and a
maximum level beyond which no additional amounts will be paid, and we will
establish the corresponding minimum and maximum awards. In determining the
performance criteria applicable to any grant of awards, our board of directors
may use one or more of the business criteria set forth in our incentive plan.
The percentage of each target performance award which will become a final award
and be paid to the employee will be determined by our board of directors on the
basis of the performance goals established and the related performance achieved,
as well as the employee's individual performance during the period.



    Final awards may be paid in the form of common stock, in cash, or partly in
common stock and partly in cash, as our board of directors may determine. Each
final


                                      165
<PAGE>

award will be subject to a vesting schedule as determined by the board of
directors. In the event the employee's employment with us is terminated prior to
payment of the final award in full, such payment will be further contingent upon
satisfaction of certain conditions set forth in our incentive plan, unless such
conditions are waived by our board of directors.



    We have agreed with Motorola that no more than 4.5% of the share of our
capital stock, calculated on a fully diluted basis assuming exercise or vesting
of all options and similar rights to our capital stock, shall be issued to our
employees in connection with this offering.



    TOTAL ANTICIPATED OPTION AND RESTRICTED STOCK GRANTS.  The following table
sets forth the number of shares of our common stock that is expected to be
beneficially owned after the completion of this offering without giving effect
to vesting schedules by each of our directors, the executive officers named in
the Summary Compensation Table, all of our directors and executive officers as a
group and all employees as a group. Unless otherwise indicated, all shares of
restricted stock and options for our common stock were granted at the initial
public offering price.



<TABLE>
<CAPTION>
                                                                     TOTAL SHARES
                                     RESTRICTED      SHARES UNDER    BENEFICIALLY
                                       SHARES           OPTION           OWNED
                                  ----------------   -------------   -------------
<S>                               <C>                <C>             <C>
DIRECTORS AND EXECUTIVE
  OFFICERS:
J. Michael Norris...............
Phoebe A. Wood..................
W. Craig Thomson................
Richard D. Haning...............
Michael V. Van Parys............
Robert S. Young.................
Theodore W. Schaffner...........                --             --               --
Richard D. Severns..............                --             --               --
All directors and executive
  officers of Propel as a group
  (Ten persons).................
All employees as a group........
</TABLE>


                                      166
<PAGE>
                         OUR RELATIONSHIP WITH MOTOROLA


    Our separation from Motorola and related transactions are being completed
under a Master Separation Agreement between us and Motorola, which we refer to
as the Separation Agreement. In addition, as contemplated by the Separation
Agreement, we and Motorola have entered into or will enter into other agreements
which govern various interim and ongoing relationships between us, which,
together with the Separation Agreement, we collectively refer to as the Motorola
Agreements. The other Motorola Agreements to be entered into on or prior to the
closing of the offering include, agreements relating to employee matters, tax
matters, the provision of certain interim services and various other commercial
arrangements. The Motorola Agreements also provide Motorola registration rights
to require us to register its shares of our common stock under the Securities
Act upon Motorola's demand. In addition, the Motorola agreements include an
agreement to preserve the tax-free nature of a distribution of our common stock
to Motorola stockholders and the separation of our Israeli operations from
Motorola's operations in Israel. None of these agreements may be amended without
the majority vote of our non-Motorola directors.



    OUTLINED BELOW IS A SUMMARY OF THE MATERIAL TERMS OF THE MOTOROLA
AGREEMENTS. THESE AGREEMENTS, INCLUDING THE SEPARATION AGREEMENT, THE SPLIT
AGREEMENT, THE IPO AND DISTRIBUTION AGREEMENT, THE REGISTRATION RIGHTS
AGREEMENT, THE WIRELESS PRODUCTS DISTRIBUTION AGREEMENT, THE WIRELESS PRODUCTS
DISTRIBUTION SERVICE AGREEMENT, THE EMPLOYEE MATTERS AGREEMENT, THE TAX SHARING
AGREEMENT, THE GUARANTY AND INDEMNIFICATION AGREEMENT, THE TRANSITIONAL SERVICES
AGREEMENT AND THE ISRAEL TRANSITIONAL SERVICES AGREEMENT, WILL BE FILED WITH THE
SEC AS EXHIBITS TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A
PART.


SEPARATION AGREEMENT

    The Separation Agreement sets forth our arrangements with Motorola with
respect to corporate transactions required to effect the transfer of assets and
the assumption of liabilities necessary to separate us from Motorola.


    We have assumed, and agreed to indemnify Motorola for, all third-party
claims related to our liabilities and Motorola has retained, and will indemnify
us for, all third-party claims related to its liabilities. We have agreed to
cooperate with each other in the defense of any and all claims covered by these
provisions of the Separation Agreement. We have also agreed to indemnify
Motorola for any losses it may incur in connection with its ongoing guarantees,
if any, of debt incurred by some of our operating companies. For more
information regarding these guarantees, see note 16 to our consolidated
financial statements.


    The Separation Agreement also contains provisions that govern the resolution
of disputes, controversies or claims that may arise between us and Motorola. The
Separation Agreement provides that the parties will use all commercially
reasonable

                                      167
<PAGE>
efforts to settle all disputes arising in connection with the Separation
Agreement without resorting to mediation, arbitration or otherwise. If these
efforts are unsuccessful, any party may submit the dispute for non-binding
mediation by delivering notice to the other party of the dispute and expressly
requesting mediation. If, after mediation, the parties disagree regarding the
mediator's recommendation, the dispute may be submitted to a court in accordance
with the terms of the Separation Agreement.


SPLIT AGREEMENT



    The Split Agreement sets forth our arrangement with Motorola with respect to
the separation of WDS and our interests in Pelephone from the remainder of
Motorola's business in Israel.


IPO AND DISTRIBUTION AGREEMENT

    GENERAL.  Propel and Motorola will enter into the Israeli Separation,
Initial Public Offering and Distribution Agreement, which we refer to as the IPO
and Distribution Agreement, to govern our respective rights and duties in
connection with our operations, this offering, a distribution of our common
stock to Motorola stockholders and the separation of our Israeli wholly owned
subsidiary, which includes WDS and which holds our shares of Pelephone, from
Motorola's Israeli operations. The IPO and Distribution Agreement contains
covenants to preserve the tax-free nature of:

    - a distribution of Motorola's shares of our common stock to Motorola
      stockholders,

    - the separation of our interests in WDS and Pelephone from the remaining
      Motorola businesses and assets in Israel, which we refer to as the Israeli
      separation, and

    - the contribution of assets to us by Motorola under the Separation
      Agreement, which we refer to as the contribution.


    THE DISTRIBUTION.  We have agreed that we will cooperate with Motorola in
all respects to accomplish a distribution of Motorola's shares of our common
stock to Motorola's stockholders on a tax-free basis and, at Motorola's
direction, promptly take all actions necessary or desirable to effect a
distribution, including the registration under the Securities Act of Motorola's
shares of our capital stock. Motorola has the sole discretion to determine
whether to proceed with all or part of a distribution of its shares of our
common stock and all terms of a distribution, including the form, structure and
terms of any transactions or offerings to effect a distribution of our common
stock and the timing of and conditions to the consummation of a distribution. In
the event that Motorola finally determines that it no longer intends to proceed
with or complete a distribution of our common stock, Motorola must notify us.


                                      168
<PAGE>

    PRESERVATION OF THE TAX-FREE STATUS OF A DISTRIBUTION, THE ISRAELI
SEPARATION AND THE CONTRIBUTION.  Motorola currently intends that a distribution
of its shares of our common stock to its stockholders and the Israeli separation
each qualify as a tax-free distribution under Section 355 of the tax code and
that the contribution qualifies for tax-free treatment under
Section 368(a)(1)(D) of the tax code. We have agreed to covenants in the IPO and
Distribution Agreement that are intended to preserve the tax-free status of a
distribution, the Israeli separation and the contribution. We may take any
action otherwise prohibited by these covenants only if Motorola has determined,
in its sole and absolute discretion, that the action would not jeopardize the
tax-free status of any of a distribution, the Israeli separation or the
contribution or we have obtained a tax opinion or ruling mutually acceptable to
us and Motorola. Some of these covenants are described in greater detail below:


    - STOCK ISSUANCE. Prior to the completion of a distribution of our common
      stock, we have agreed not to issue or agree to issue shares of our capital
      stock in an amount that could result in Motorola owning less than 80% of
      the total combined voting power of all outstanding shares of our voting
      stock or less than 80% of any other class or series of our capital stock
      on a fully diluted basis. This covenant may prohibit us from issuing stock
      options and restricted stock awards to our employees without an IRS ruling
      that such options and awards are not counted in calculating the required
      80% ownership. Even with this ruling, we will be prohibited from issuing
      options and awards that provide for exercise prior to the completion of a
      distribution if such exercise could reduce Motorola's ownership of our
      capital stock, as described above, to below 80%. This covenant may also
      prohibit us from raising additional capital through equity issuances if
      Motorola's ownership of our capital stock, as described above, could be
      reduced below 80%.


    - ACQUISITION TRANSACTIONS. We have agreed not to enter into or permit any
      transaction or series of transactions, or enter into any agreement or
      understanding which contemplates a transaction which would result in:



       - a person or persons acquiring or having the right to acquire shares of
         our capital stock that would comprise 50% or more of either the value
         of all outstanding shares of our capital stock or the total combined
         voting power of our outstanding voting stock, until two years after the
         completion of a distribution of our common stock to Motorola
         stockholders, or



       - any sale or transfer of the stock of our Israeli subsidiary which will
         operate the WDS business unit and which will hold the stock of
         Pelephone following the Israeli separation, until two years after the
         Israeli separation occurs.



    - CONTINUATION OF ACTIVE TRADE OR BUSINESS. Until two years after the
      completion of a distribution of our common stock to Motorola stockholders
      or two years after the Israeli separation occurs with respect to WDS, we
      have agreed to


                                      169
<PAGE>

      continue to conduct the active trade or business, within the meaning of
      Section 355 of the tax code, of our company and of WDS as conducted
      immediately prior to the completion of a distribution. During such time,
      we have agreed not to:


       - liquidate, dispose of or otherwise discontinue any material portion of
         our or WDS's active trade or business;

       - liquidate, dispose of or otherwise discontinue any business or assets
         that would cause our company or WDS to be operated in a manner
         inconsistent in any material respect with the business purposes for a
         distribution or the Israeli separation as described to the IRS, Israeli
         tax authorities or tax counsel; or

       - liquidate, dispose of, or otherwise discontinue the conduct of any
         portion of our or WDS's active trade or business if such liquidation,
         disposition or discontinuance would breach the covenant described below
         regarding our continuity of business.


    - CONTINUITY OF BUSINESS. Until two years after the completion of a
      distribution of Motorola's shares of our common stock to Motorola
      stockholders, we have agreed, among other things, that:



       - we will not voluntarily dissolve or liquidate;


       - neither we nor any of our direct or indirect affiliates will sell,
         transfer, or otherwise dispose of or agree to dispose of assets,
         including any shares of capital stock of our affiliates, that, in the
         aggregate, constitute more than:

              (x) 60% of our gross assets; or

              (y) 60% of our consolidated gross assets and those of our
                  operating companies; and


       - until two years after the Israeli separation, we have similarly agreed
         not to voluntarily dissolve or liquidate our Israeli wholly owned
         subsidiary and to retain at least 40% of our Israeli subsidiary's gross
         assets.


    - DISCHARGE OF INTRACOMPANY DEBT. Prior to the date on which Motorola first
      distributes any of its shares of our common stock in connection with a
      distribution, we have agreed to fully discharge and satisfy all debt that
      we or our affiliates owe Motorola or its affiliates. Until two years after
      the completion of a distribution of our common stock to its stockholders,
      we will not be able to have any debt payable to Motorola. For this
      purpose, debt does not include:


       - payables and debt arising in the ordinary course of business, including
         financing from Motorola Credit Corporation,


                                      170
<PAGE>

       - any other indebtedness disclosed to the IRS in reasonable detail as
         part of an IRS ruling that the distribution is tax-free, or



       - any other indebtedness as determined by Motorola, in its sole
         discretion, not to affect the tax-free status of the distribution.



    Until two years after the completion of a distribution of Motorola's shares
of our common stock to Motorola stockholders, we have also agreed not to take
any other action that would be reasonably likely to jeopardize the tax-free
status of a distribution or the contribution. Similarly until two years after
the Israeli separation, we have agreed not to take any other action that would
be reasonably likely to jeopardize the tax-free status of the Israeli
separation.



    In the event that Motorola has not yet distributed any of its Propel common
stock in a tax-free distribution and Motorola notifies us that it no longer
intends to proceed with or complete a distribution, the covenants to preserve
the tax-free status of a distribution of our common stock to Motorola
stockholders will terminate, except those with respect to the Israeli
separation.


    COOPERATION ON TAX MATTERS.  We and Motorola have agreed to procedures with
respect to the tax-related covenants in the IPO and Distribution Agreement. We
are required to notify Motorola if we desire to take any action prohibited by
the tax-related covenants described above. Upon this notification, Motorola will
determine in its sole discretion whether the proposed action might jeopardize
the tax-free status of a distribution of our common stock, the Israeli
separation or the contribution. In the event Motorola makes such a
determination, Motorola has agreed to cooperate in good faith with us to obtain
a private letter ruling from the IRS or Israeli tax authority that would permit
us to take the desired action. Motorola and we must mutually agree on the form
and content of any request for a ruling from the IRS or Israeli tax authority
and the acceptability of any ruling prior to its implementation. We have agreed
to bear Motorola's reasonable costs and expenses of obtaining an IRS or Israeli
tax authority ruling.


    INDEMNIFICATION FOR TAX LIABILITIES.  We have generally agreed to indemnify
Motorola and its affiliates against any and all tax-related losses incurred by
Motorola in connection with any proposed tax assessment or tax controversy with
respect to a distribution of its shares of our common stock to Motorola
stockholders, the Israeli separation or the contribution caused in whole or in
part by any breach by us of any of our representations, warranties or covenants
made in the IPO and Distribution Agreement. This indemnification does not apply
to actions that Motorola permits us to take as a result of a determination under
the tax-related covenants as described above. In addition, Motorola will
indemnify us in the event we incur any liabilities as a result of the loss of
the tax-free status of the Israeli separation that is not caused in whole or in
part by Propel.


                                      171
<PAGE>
    OTHER PROPEL COVENANTS.  After the offering, Motorola will continue to own a
significant portion of our common stock. As a result, Motorola will continue to
include us as a subsidiary for various financial reporting, accounting and other
purposes. Accordingly, we have agreed to additional covenants in the IPO and
Distribution Agreement, as described below:

    - COVENANTS REGARDING THE INCURRENCE OF DEBT. For so long as Motorola
      continues to own at least 50% of our outstanding common stock, the amount
      of our indebtedness will affect Motorola's financial position. As a
      result, this agreement will contain limitations on our and our
      consolidated subsidiaries' ability to incur debt.

    - OTHER COVENANTS. For so long as Motorola continues to own at least 50% of
      our outstanding common stock, we have agreed that:

       - we will not, without Motorola's prior written consent, which it may
         withhold in its sole and absolute discretion, take any action which has
         the effect of limiting Motorola's ability to freely sell, pledge or
         otherwise dispose of shares of our common stock or limiting the legal
         rights of or denying any benefit to Motorola as a Propel stockholder in
         a manner not applicable to our stockholders generally;

       - we will not, without Motorola's prior written consent, which it may
         withhold in its sole and absolute discretion, issue any shares of
         common stock or any rights, warrants or options to acquire our common
         stock, if as a result, Motorola would own less than 50% of the
         then-outstanding shares of our common stock; and

       - to the extent that Motorola is a party to, or enters into, any
         agreements providing that actions of its subsidiaries may result in its
         being in breach or default under any agreement, and we have been
         advised of the existence of these agreements, we will not take any
         actions that may result in Motorola being in breach or default.

    - FINANCIAL INFORMATION. We have agreed that, for so long as Motorola is
      required to consolidate our results of operations and financial position
      or account for its investment in our company, we will:

       - provide Motorola with financial information regarding us and
         our subsidiaries;

       - provide Motorola with copies of all quarterly and annual financial
         information and other reports and documents we intend to file with the
         SEC prior to such filings, as well as final copies upon filing;

       - provide Motorola with copies of our budgets and financial projections,
         as well as the opportunity to meet with our management to discuss such
         budgets and projections;

                                      172
<PAGE>
       - consult with Motorola regarding the timing and content of earnings
         releases; and

       - cooperate fully, and cause our accountants to cooperate fully, with
         Motorola in connection with any of its public filings.

    This covenant is subject to provisions intended to protect the
    confidentiality commitments we have in place with the other shareholders of
    our operating companies.

    - AUDITORS AND AUDITS; ANNUAL STATEMENTS AND ACCOUNTING. We have agreed
      that, for so long as Motorola is required to consolidate our results of
      operations and financial position or account for its investment in our
      company under the equity method of accounting in accordance with generally
      accepted accounting principles, we will:

       - not change our auditors without Motorola's prior written consent, which
         will not be unreasonably withheld;

       - provide to Motorola and its auditors all information required for
         Motorola to meet its schedule for the filing and distribution of its
         financial statements;

       - make available to Motorola and its auditors work papers related to the
         annual audit of our company as well as access to the personnel who
         perform the annual audit of our and our subsidiaries' books and records
         so that Motorola and its auditors may conduct reasonable audits
         relating to our financial statements;

       - adhere to specified accounting standards; and

       - notify and consult with Motorola regarding any significant changes to
         our accounting principles.

We have generally agreed to indemnify Motorola and its affiliates against all
liabilities arising out of any incorrect, inaccurate or incomplete financial or
other information we provide to Motorola pursuant to the terms of the IPO and
Distribution Agreement.

    INDEMNIFICATION RELATING TO THE OFFERING AND A DISTRIBUTION.  We have
generally agreed to indemnify Motorola and its affiliates against all
liabilities arising out of any material untrue statements and omissions in any
and all registration statements, including this prospectus, information
statements and/or other documents filed with the SEC and in connection with a
distribution. However, our indemnification obligations to Motorola do not apply
to information relating to Motorola, excluding information relating to us.
Motorola has agreed to indemnify us for this information.

    EXPENSES.  In general, unless otherwise provided for in the IPO and
Distribution Agreement or any other agreement, we and Motorola will pay our own
respective

                                      173
<PAGE>
costs and expenses incurred in connection with the offering and a distribution
as described below.

    - EXPENSES RELATING TO THE OFFERING. Motorola has generally agreed to pay
      all costs and expenses relating to this offering, other than the costs of
      our advisors. We will bear the underwriting discounts and commissions and
      our internal costs and expenses. In addition, we have agreed that Motorola
      will be entitled to all amounts received from the underwriters for
      reimbursement of offering expenses.


    - EXPENSES RELATING TO A DISTRIBUTION. Motorola has generally agreed to pay
      all costs and expenses relating to a distribution including all expenses
      associated with the filing and printing of registration statements that we
      file with the SEC. We will, however, pay for the costs and expenses of our
      own financial, legal, accounting and other advisors, if any, incurred in
      connection with a distribution. We will also pay for our internal costs
      and expenses.


REGISTRATION RIGHTS AGREEMENT

    In the event that Motorola desires to divest itself of all of its shares of
our common stock in a distribution or other offering, Motorola may not be able
to freely sell all of its shares without registration under the Securities Act.
Accordingly, we have entered into a Registration Rights Agreement with Motorola
to provide it with registration rights relating to the shares of our common
stock which it holds. These registration rights become effective at the time of
this offering.

    DEMAND REGISTRATIONS.  Motorola may request registration, which we refer to
as a demand registration, under the Securities Act of all or any portion of our
shares that it owns as of the date of this offering and we will be obligated to
register such shares as requested by Motorola.

    - TERMS OF EACH OFFERING. Motorola will designate the terms of each offering
      under a demand registration, which may take any form, including:

       (1) an underwritten public offering;

       (2) a shelf registration;

       (3) a registration in connection with the registration by Motorola or a
              subsidiary or affiliate thereof of securities convertible into,
              exercisable for or otherwise related to shares of our common
              stock; or

       (4) a registration in connection with a distribution of, or exchange of
              or offer to exchange, shares of our common stock to holders of
              debt or equity securities of Motorola, a subsidiary or affiliate
              thereof or any other person.

    Except for an offering described in clauses (3) and (4) above, each demand
    registration must meet a minimum aggregate expected offering price of
    $200 million. Motorola may not elect to effect more than 20 demand
    registrations.

                                      174
<PAGE>

    - TIMING OF DEMAND REGISTRATIONS. We are not required to undertake a demand
      registration within 90 days of the effective date of a previous demand
      registration, other than a demand registration effected as a shelf
      registration. Also, we have the right to postpone the filing or
      effectiveness of any demand registration for up to 90 days if in the
      reasonable judgment of our general counsel, confirmed by our board within
      15 days, a demand registration would reasonably be expected to have a
      material adverse effect on any currently active proposal by our company to
      engage in material transactions. We may, however, exercise this right only
      once in any twelve-month period.


    - PRIORITY ON DEMAND REGISTRATIONS. Other parties, including Propel, can
      participate in any demand registration only if all of the securities
      Motorola proposes to include in such registration are so included.


    - SELECTION OF PROFESSIONALS. Motorola will select the investment bankers
      and managers, subject to our reasonable objection in the event Motorola
      selects investment bankers other than the joint bookrunning managers of
      this offering, as well as any financial printer, solicitation and/or
      exchange agent and counsel for the offering. We will select our own
      outside counsel and independent auditors.


    PIGGYBACK REGISTRATIONS.  The Registration Rights Agreement also provides
for piggyback registration rights for Motorola. Whenever we propose to register
any of our securities under the Securities Act for ourselves or others, subject
to customary exceptions, we must provide prompt notice to Motorola and include
in such registration all shares of our stock that Motorola requests to be
included, each of which we refer to as a piggyback registration.

    - PRIORITY ON PIGGYBACK REGISTRATIONS. If a piggyback registration is being
      made on our behalf and the underwriters advise us that cutbacks are
      necessary, we must include in such registration:

       - first, the securities we propose to offer;

       - second, the securities requested to be included by Motorola; and

       - third, any other securities requested to be included in such
         registration.

    If a piggyback registration is being made on behalf of other holders of our
    securities and the underwriters advise us that cutbacks are necessary, we
    must include in such registration:

       - first, the securities requested to be included therein by the holders
         requesting such registration;

       - second, the securities requested to be included therein by Motorola;
         and

       - third, any other securities requested to be included in such
         registration,

                                      175
<PAGE>

       in each case, pro rata on the basis of the number of securities owned by
       each applicable holder.



    - SELECTION OF UNDERWRITERS. Motorola or its transferees have the right to
      reasonably object to our selection of any investment bankers and managers
      in connection with an underwritten piggyback registration, if we choose
      investment bankers or managers who were not the joint bookrunning managers
      of this offering.


    HOLDBACKS.  The Registration Rights Agreement contains customary holdback
provisions, including covenants by us not to effect a public sale or
distribution of our securities during periods prior to and following the date of
any registration statement filed in connection with a demand registration or a
piggyback registration.

    REGISTRATION PROCEDURES AND EXPENSES.  The Registration Rights Agreement
sets forth customary registration procedures, including a covenant by us to make
available our senior management for road show presentations. Except in
connection with a distribution, we will be obligated to pay all registration
expenses incurred in connection with the Registration Rights Agreement,
including all filing fees, fees and expenses of compliance with securities and
blue-sky laws, financial printing expenses, fees and disbursements of
custodians, transfer agents, exchange agents and information agents, as well as
fees and disbursements of counsel for our company and the fees of all
independent certified public accountants, underwriters, excluding discounts and
commissions, and other persons retained by us. In addition, we must reimburse
Motorola for the fees and disbursements of its outside counsel as well as
out-of-pocket expenses incurred in connection with any such registration.


    INDEMNIFICATION.  The Registration Rights Agreement contains customary
indemnification and contribution provisions by us for the benefit of Motorola
and any underwriters. Motorola has agreed to indemnify us and any underwriter
solely with respect to written information provided by Motorola.


    TRANSFER.  Motorola may transfer shares covered by the Registration Rights
Agreement and the holders of such transferred shares will be entitled to the
benefits of the Registration Rights Agreement as long as each such transferee
agrees to be bound by its terms. These transferees will be entitled to the
rights available to Motorola described above. However, the holder or holders of
a majority of the shares covered by the Registration Rights Agreement will be
entitled to exercise these rights. Any successor entities to our company will be
bound by the terms of the Registration Rights Agreement.

    DURATION.  The registration rights under the Registration Rights Agreement
will remain in effect with respect to any shares of our common stock until:

    - the applicable shares have been sold pursuant to an effective registration
      statement under the Securities Act;

                                      176
<PAGE>
    - the applicable shares have been sold to the public under Rule 144 under
      the Securities Act, or any successor provision;

    - the applicable shares have been otherwise transferred, new certificates
      for them not bearing a legend restricting further transfer have been
      delivered by us and subsequent public distribution of them will not
      require registration of them under the Securities Act or any similar state
      law;

    - the applicable shares cease to be outstanding; or

    - in the case of shares held by a transferee of Motorola, when those shares
      become eligible for sale under Rule 144(k) under the Securities Act, or
      any successor provision.


WIRELESS PRODUCTS DISTRIBUTION AGREEMENT AND SERVICE AGREEMENT



    We, our Israeli subsidiary and Motorola have entered into agreements under
which WDS will continue to distribute and service, in Israel, wireless
subscriber products manufactured by Motorola's Personal Communications Sector.
Under these agreements, WDS may sell only Motorola-manufactured wireless
subscriber units, parts and accessories in Israel. WDS may distribute any
complementary products, such as car kits, not manufactured by Motorola. WDS has
agreed not to ship any Motorola-manufactured wireless subscriber products
outside of Israel.



    Motorola will make available to WDS, at Motorola's cost, technical support,
field engineering support, sales support and promotional materials that it
provides to wholly owned Motorola Personal Communications Sector business units.
The agreements are effective as of the closing of this offering. The original
term of the agreements is five years, with automatic one-year renewals, unless
either Motorola or Propel gives six months' written notice of its intent to
terminate the agreements.


EMPLOYEE MATTERS AGREEMENT


    We will enter into the Employee Matters Agreement with Motorola to allocate
responsibility and liability for certain employee related matters. The Employee
Matters Agreement generally provides for the following:



    EMPLOYEE TRANSFERS.  As of the closing of this offering, we will hire or
employ U.S. and non-U.S. employees of Motorola and its affiliates, as named in
the Employee Matters Agreement, all of whom are currently involved in our
business.


    EMPLOYEE BENEFITS.  We will establish our own employee benefit plans before
the completion of this offering, including specific benefit plans for our
non-U.S. employees. Our plans generally will be similar to Motorola's employee
benefit plans. From the date of this offering, we will assume all employment,
compensation and employee benefit liabilities of Motorola relating to our
employees that occur on or after the date of this offering, except with respect
to options to acquire Motorola stock. Some Motorola 401(k) plan assets will be
transferred from trusts associated

                                      177
<PAGE>
with the Motorola 401(k) plan to the corresponding trusts for our 401(k) plan.
As of this offering, our U.S. employees will cease to actively participate in
substantially all of Motorola's benefit plans, except with respect to options to
acquire Motorola stock. The accrued benefits of our employees in Motorola's
pension plan will become fully vested and nonforfeitable at the time at which
Motorola owns directly or indirectly less than 80% of our common stock.

    POST-RETIREMENT HEALTH BENEFITS.  Motorola provides certain health care
insurance benefits for retired employees. Motorola has agreed that certain of
our employees who meet certain eligibility standards will be eligible to enroll
in the Motorola retiree medical insurance plan on their date of retirement or
termination of employment from Propel, provided they have met the eligibility
standards. Service with Propel will be counted for purposes of meeting these
eligibility standards. Motorola will retain all liability for the cost of
providing these benefits to our eligible employees, subject to payment of the
applicable premium by the covered employee. In addition, Motorola will make a
one-time lump-sum payment, in lieu of future retiree medical coverage, to
certain of our employees who meet other eligibility standards.


    INCENTIVE COMPENSATION PLANS.  Motorola maintains certain incentive
compensation plans in which our employees participated prior to this offering.
Motorola has agreed to pay our employees their pro rata portion of any bonus
that is payable to participating employees for the 2000 calendar year under the
terms of these plans to the extent an accrual has not been transferred to Propel
to cover such bonus. Determination of amounts payable, if any, under such plans
is in the sole discretion of Motorola. We have agreed to adopt an incentive
compensation plan for our employees commencing on the date of this offering.



    CASH RETENTION BONUSES.  Certain of our employees who will not have the same
or similar pension benefits available after the date of this offering will be
eligible for a cash retention bonus, payable one-half on the one-year
anniversary of this offering and the remainder on the two-year anniversary of
this offering, subject to continued employment with us or our subsidiaries. The
total bonus is equal to either 100%, 75% or 50% of the eligible employee's
current Motorola annual base salary at the time of this offering, based on the
employee's grade level. Motorola has agreed to reimburse us for the payment of
this bonus, which we estimate to be approximately $5.0 million, less the
tax-effected value of any compensation deduction, assuming the highest
applicable tax rate. In addition, Motorola has entered into cash retention bonus
agreements with a number of our senior managers which will entitle them to a
cash retention bonus equal to their current Motorola annual base salary at the
time of this offering which is payable 50% within 30 days of the date of this
offering and the remainder within 30 days of the one-year anniversary of this
offering, subject to continued employment with Propel on those dates. Although
Propel will assume these obligations, it will be reimbursed by Motorola for the
payment of these bonuses, which we estimate to be approximately $1.8 million.


                                      178
<PAGE>
    FREEZE ON MOVEMENT.  For two years following the date of this offering,
except as may be mutually agreed in writing, we have agreed with Motorola not to
employ any employee of the other or of the other's subsidiaries or affiliates.

    NON-U.S. PROPEL EMPLOYEES.  We have agreed to cause our applicable
affiliates to provide each of our non-U.S. employees with terms and conditions
of employment, including employee benefit plans and programs, that are
substantially similar, in the aggregate, to the terms and conditions of
employment provided by the applicable Motorola affiliates immediately prior to
the date of this offering. Where applicable law requires our affiliates to offer
specific terms and conditions of employment that are determined by comparison to
the terms and conditions provided by the applicable Motorola affiliate in order
to avoid liability for severance or other termination compensation or damages,
and any of our non-U.S. employees becomes entitled to severance, other
termination compensation or benefits for which Motorola or any of its affiliates
is held liable or is subject to damages, we will be responsible for, and will
indemnify Motorola and its affiliates for, such severance compensation, benefits
or damages.

TAX SHARING AGREEMENT

    In addition to the tax provisions contained in the IPO and Distribution
Agreement, we will enter into a Tax Sharing Agreement with Motorola to govern
the allocation of tax liabilities between Motorola and us and to set forth our
agreements with respect to certain other tax matters following this offering.
Following this offering, we will still be included within Motorola's
consolidated tax group for certain tax filing purposes, and, thus, the results
from our operations will be included with Motorola in such tax filings. Under
the Tax Sharing Agreement, we will generally be liable to Motorola for the
amount of taxes we would have paid had we been our own separate consolidated
group and not been included in Motorola's consolidated group. In addition,
Motorola will generally have the responsibility for making all tax filings for
which we are included within the Motorola consolidated group. We generally will
have responsibility for filing all other tax returns that we are required to
file. Also, the party that has the obligation under the Tax Sharing Agreement to
pay a particular tax generally will be allowed to control any tax audit or tax
contest related to such tax.

REAL ESTATE AGREEMENTS


    We will enter into subleases with Motorola related to the office space used
by Propel, consisting of leased property located in Schaumburg, Illinois;
London, England; Tel Aviv, Israel; and Hong Kong, China.


                                      179
<PAGE>

GUARANTY AND INDEMNIFICATION AGREEMENT



    In order to enhance the creditworthiness of some of our operating companies,
Motorola provided credit enhancements in connection with various financing
arrangements, including guarantees and letters of credit. In connection with our
separation from Motorola, we will enter into the Guaranty and Indemnification
Agreement in which we have agreed to unconditionally guarantee certain of
Motorola's obligations under these commitments. We have also agreed to indemnify
Motorola and its affiliates and their respective officers, directors, employees,
agents and advisors against all claims, damages, losses, liabilities and
expenses that may be incurred by or asserted or awarded against them in
connection with actions regarding any such credit enhancements. For more
information regarding these guarantees and letters of credit, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" on page 79.


TRANSITIONAL SERVICES AGREEMENTS

    Under the Transitional Services Agreement and Israel Transitional Services
Agreement, Motorola will furnish us and our subsidiaries, including our Israeli
subsidiary, with a number of transitional services. These services will
generally be provided to us for an amount that is reasonably related to
Motorola's cost of delivering these services. These services will include, among
other things:

    - treasury, accounting, and payroll services;

    - information systems services, including financial, engineering, human
      resources, manufacturing, communications, logistics, purchasing and
      warranty and service systems;

    - a variety of employee-related administrative support services, including
      loss prevention, expatriate administration and employee assistance
      services; and

    - audit services.

                                      180
<PAGE>
                 OUR RELATIONSHIPS WITH OUR OPERATING COMPANIES

    The following is a description of the material provisions of the
shareholders agreements that govern our relationships with our operating
companies and other significant shareholders.

LATIN AMERICAN OPERATIONS


  NORTHERN MEXICO



    GENERAL.  We own 100% of the outstanding common stock of Norcel, Cedetel and
Baja Celular. We own 90% of the outstanding common stock of Movitel. The other
10% of the common stock of Movitel is owned by Contel Cellular International,
Inc., an affiliate of GTE Wireless. We do not intend to enter into a
shareholders agreement with Contel.


  ARGENTINA


    GENERAL.  We are party to a shareholders agreement relating to our 25.0%
ownership of Movicom Argentina. The other parties to that agreement are B.A.
Celular Inversora S.A., a wholly owned subsidiary of BellSouth, with 65.0%, and
Telper S.A., a wholly owned subsidiary of Boris Garfunkel and Hojman S.A.,
with 10.0%.



    MANAGEMENT.  Under the terms of the shareholders agreement, Movicom
Argentina's board is composed of nine members, including six directors nominated
by B.A. Celular Inversora S.A., two directors nominated by us and one director
nominated by Telper.


    The approval of eight board members is required to:

    - approve the business plan or capital structure;

    - enter into significant corporate transactions;

    - enter into a new business;

    - amend the shareholders agreement;

    - enter into material agreements with shareholders or affiliates;

    - approve material personnel, labor policies and contracts;

    - appoint or remove accountants or attorneys; and

    - appoint the president, chief operating officer or chief technical officer.

    The vote of 90% of Movicom Argentina's outstanding shares is required for
its liquidation, dissolution or merger, sale or issuance of additional stock,
other than for capital calls, and amendment of its articles of incorporation or
bylaws.

    DIVIDENDS.  Under the shareholders agreement and subject to the requirements
of applicable laws and board approval, the board of Movicom Argentina may
declare an annual dividend equal to 50% of Movicom Argentina's consolidated
after tax

                                      181
<PAGE>
income, payable to the shareholders in Argentine currency. However, no dividend
may be declared if the company has exceeded its then applicable targeted
leverage ratio or it no longer has an investment grade rating of at least "BBB."
In addition, any dividends would be reduced by the amounts necessary to fully
fund any reserves created within 24 months of the maturity of any long-term,
third-party indebtedness, to pay off 50% of the amount due at maturity under
such loan.


    NONCOMPETITION.  Under the shareholders agreement, the shareholders agree
that neither they nor any of their shareholders or affiliates will compete with
Movicom Argentina by having a direct or indirect interest in any cellular system
in the same areas in which Movicom Argentina operates. This noncompete provision
applies for two years after the shareholder ceases to be a shareholder in
Movicom Argentina.



    RESTRICTIONS ON TRANSFER.  The shareholders agreement imposes various
restrictions with respect to the sale, transfer or other disposition of Movicom
Argentina's capital stock. Under the shareholders agreement, other shareholders
have the right to purchase our interest in Movicom Argentina at fair market
value if Motorola's ownership of our common stock falls below 75.0%. Motorola's
planned distribution or other form of divestiture of our common stock could
trigger this right to purchase our interest in Movicom Argentina.



    If the right of first refusal provisions are triggered, then the other
shareholders have the option to buy our shares of Movicom Argentina at fair
market value. The remaining shareholders have agreed to negotiate in good faith
to buy out the transferring shareholder. If the shareholders are unable to
agree, each remaining shareholder then may deliver a list of not more than 15
persons to whom the remaining shareholders would object as a buyer of the shares
because such persons are actual competitors of the remaining shareholders or an
entity which the remaining shareholders have had or may have a conflicting
business relationship. Sales to persons on these lists could be prohibited. If
the transferring shareholder has received a third-party offer from a person not
on these lists, it shall give notice of such offer to the other shareholders who
have the option to buy the shares at the price and upon the terms set forth by
the proposed buyer. If a remaining shareholder believes that the price contained
in a third-party offer by a person listed on its objection notice is higher than
the fair market value of the stock, that shareholder may request an appraisal of
the fair market value of the shares, and such appraisal price will then be the
sale price to the other shareholders. In no event may any shareholder sell its
Movicom Argentina shares to any person who is an actual competitor of Movicom in
Argentina.


  CHILE

    GENERAL.  We are party to a shareholders agreement relating to our ownership
of 25.001% of ETP. The other party to that agreement is Empresa Nacional de
Telecomunicaciones S.A., or Entel S.A., with 74.999%.

                                      182
<PAGE>
    MANAGEMENT.  Under the shareholders agreement, ETP's board is composed of
seven members and seven alternates, allocated approximately according to the
proportionate ownership of its shareholders. Based on our ownership percentage,
we currently appoint two of the seven directors.

    The approval of holders of 75% of the shares outstanding is required to:

    - amend the bylaws to change corporate object(s), reduce number of directors
      or reduce equity;

    - approve business combinations, including mergers, early liquidation or
      transfer of assets;

    - declare insolvency; and

    - sell all or substantially all of its assets.

    DIVIDENDS.  Subject to the contemplated investment and expansion plans of
ETP and board approval, all funds reasonably available for distribution to its
shareholders are to be distributed by way of a dividend.

    NONCOMPETITION.  Under the shareholders agreement, the parties agree that
they and their associates will not compete directly or indirectly with ETP in
Chile by providing, maintaining or operating a public wireless mobile telephony
service on the 800 and 1900 MHz bands. This noncompete provision applies to
former shareholders and their associates for one year following the date on
which they cease to be shareholders for any reason other than liquidation of
ETP.

    RESTRICTIONS ON TRANSFER.  The shareholders agreement imposes restrictions
with respect to the sale, transfer or other disposition of the capital stock of
ETP. Under the shareholders agreement, Entel S.A. has the right to purchase our
interest in ETP if we seek to transfer those shares to a third party, except
when the transferee is a subsidiary of ours. Thus, if we wish to sell our shares
in ETP to an unaffiliated third party, we would be required to give Entel S.A.
written notice of our intention, the name of the prospective buyer, the selling
price, the number of shares we propose to sell and the other terms of the sale.
In such an event, Entel S.A. would have the option to buy our shares in ETP on
identical terms offered by the third party. If Entel S.A. does not exercise this
option to purchase the shares within the following 90 days, we will be
authorized to sell our shares in ETP at the notified terms to the third party.
Notwithstanding the foregoing, we may not transfer our shares in ETP to a
competitor of ETP without approval of Entel S.A.

    Motorola has received a waiver from Entel S.A. of any right it may have to
purchase our shares in ETP that might be triggered by this offering or may be
triggered by a distribution of our common stock, provided that no more than 26%
of our holdings are held by a competitor of ETP and its subsidiaries.

    Additionally, Entel S.A. has the right to purchase our interest in ETP at an
equitable price unanimously agreed to by the parties if:

                                      183
<PAGE>
    - a competitor of ETP in Chile acquires more than 26% of our shares,

    - if we have interest in a competitor of ETP that allows us to appoint at
      least one of its directors, or

    - if we undergo a change in control in which our acquiror is a competitor
      of ETP.

    If the parties are unable to reach agreement, an arbitrator shall determine
the price for the shares. Competitor is defined to mean any concessionaire of
mobile or cellular telephony or a shareholder of any such company operating in
all or part of Chile.

  DOMINICAN REPUBLIC


    GENERAL.  We are party to a shareholders agreement relating to our 26.5%
ownership of Tricom. The other party to that agreement is Oleander Holdings, an
affiliate of GFN Corporation Ltd., with 39.8%. Public shareholders hold 33.7% of
the outstanding stock. We and GFN own Class B stock which, subject to the
transfer restrictions outlined below, carries ten votes per share. The public
shareholders hold Class A stock, which carries one vote per share. As a result,
we have 38.1% of the outstanding voting power of Tricom's stock, GFN has 57.1%
of the voting power and public shareholders have 4.8%.


    MANAGEMENT.  Under the terms of the shareholders agreement, Tricom's board
is composed of six directors nominated by GFN, four directors nominated by us
and two independent directors. Each of GFN and ourselves are entitled to
nominate one independent director. If either we or GFN own more than 75% of the
issued and outstanding shares of Class B stock, we or GFN, as the case may be,
would have the right to nominate both independent directors.

    Until such time as either we or GFN own less than 25% of the outstanding
shares of Class B stock, the approval of nine directors is required to:

    - acquire or invest in another entity;

    - incur indebtedness to the extent that Tricom's ratio of indebtedness to
      shareholders' equity would be greater than three to one;

    - approve annual budgets; and

    - issue or redeem Class A common stock or other securities exercisable for
      or convertible into Class A common stock.


    As a result of Motorola's planned distribution or other form of divestiture
of our common stock, we may not retain these rights. In addition, approval by
the independent directors is required for any transaction that has a fair market
value exceeding $1.0 million that Tricom enters into with GFN or us. The vote of
a majority of the directors present at a duly convened meeting of the board of
directors is required for all other board actions.


                                      184
<PAGE>
    We have customary registration rights regarding our Tricom common stock
under the shareholders agreement.


    DIVIDENDS.  Subject to the provisions of applicable law, including mandatory
payments to a legal reserve fund of five percent of Tricom's total net profits
for the fiscal year until the aggregate amount of such legal reserve amounts to
10% of the paid-in capital of Tricom, and Tricom's corporate funding
requirements for the next twelve months, including any investments and expansion
plans, Tricom may declare dividends or other distributions out of its profits
upon approval of the holders of two-thirds of its voting stock.


    NONCOMPETITION.  Under the shareholders agreement, the parties agree that
they, their affiliates, and their officers, directors and key employees and
those of their affiliates, will not engage in any business in the Dominican
Republic which operates cellular services, paging services, basic local
telephone services or national or international long-distance telephone
services. This noncompete provision continues for two years from the date a
shareholder or any of its affiliates ceases to own an interest in Tricom for a
reason other than liquidation or dissolution of Tricom.


    RESTRICTIONS ON TRANSFER.  Tricom's bylaws impose restrictions with respect
to the sale, transfer or other disposition of its Class B stock. Other than a
transfer to GFN or a permitted transferee or to one of Motorola's affiliates, a
transfer of our shares of Tricom could result in the loss of our Class B voting
rights. Therefore, as a result of Motorola's planned distribution or other form
of divestiture of our common stock, our Class B stock could be converted to
Class A stock, which is only entitled to one vote per share.


  URUGUAY

    GENERAL.  We are party to a shareholders agreement relating to our 32.0%
ownership of Movicom Uruguay. The other parties to that agreement are Redanil,
S.A., a wholly owned subsidiary of BellSouth, with 46.0%, Curtiembre
Latinoamericana S.A., with 11%, and Lemincor S.A., with 11%.

    MANAGEMENT.  Under the terms of the shareholders agreement, Movicom
Uruguay's board is composed of nine members, including two directors nominated
by us and seven directors nominated by Redanil, Curtiembre Latinoamericano and
Lemincor voting together.

    Unanimous approval of the board is required to:

    - enter into significant corporate transactions;

    - enter into a new business;

    - approve the business plan, budgets and capital structure;

    - amend the shareholders agreement;

    - enter into material agreements with shareholders or affiliates;

                                      185
<PAGE>
    - approve material personnel, labor policies and contracts;

    - appoint or remove accountants or attorneys; and

    - appoint the president, chief operating officer or chief technical officer.

    The vote of 90% of Movicom Uruguay's then outstanding shares is required for
its liquidation, dissolution or merger, sale or issuance of additional stock,
other than for capital calls, and amendment of its articles of incorporation or
bylaws.

    DIVIDENDS.  Subject to the requirements of applicable law, 100% of Movicom
Uruguay's cash or cash equivalents in excess of reasonably anticipated cash
needs for the next three months can be distributed as a cash dividend to Movicom
Uruguay's shareholders.

    NONCOMPETITION.  Under the shareholders agreement, the parties agree that
neither they nor any of their shareholders or affiliates will compete with
Movicom Uruguay by having a direct or indirect interest in any cellular system
in Uruguay. Cellular system is defined to mean a cellular radio-communications
mobile service system operating in the 870 to 890 MHz frequency bands. This
noncompete provision applies for two years after a shareholder ceases to be a
shareholder in Movicom Uruguay.


    RESTRICTIONS ON TRANSFER.  The shareholders agreement imposes various
restrictions with respect to the sale, transfer or other disposition of Movicom
Uruguay's capital stock. Under the shareholders agreement, other shareholders
have the right to purchase our interest in Movicom Uruguay at fair market value
if Motorola's ownership of the holding company which holds our interest in
Movicom Uruguay falls below 65.0%. Motorola's planned distribution or other form
of divestiture of our common stock could trigger this right to purchase our
interest in Movicom Uruguay.



    If the right of first refusal provisions are triggered, then the other
shareholders have the option to buy our shares of Movicom Uruguay at fair market
value. The remaining shareholders have agreed to negotiate in good faith to buy
out the transferring shareholder. If the shareholders are unable to agree, each
remaining shareholder then may deliver a list of not more than 15 persons to
whom the remaining


                                      186
<PAGE>
shareholders would object as a buyer of the shares as such persons are actual
competitors of the remaining shareholders or a person which the remaining
shareholders have had or may have a conflicting business relationship. Sales to
persons on these lists could be prohibited. If the transferring shareholder has
received a third-party offer from a person not on these lists, it shall give
notice of such offer to the other shareholders who have the option to buy the
shares at the price and upon the terms set forth by the proposed buyer. If a
remaining shareholder believes that the price contained in a third-party offer
by a person listed on its objection notice is higher than the fair market value
of the stock, that shareholder may request an appraisal of the fair market value
of the shares, and such appraisal price will then be the sale price to the other
shareholders. In no event may any shareholder sell its Movicom Uruguay shares to
any person who is an actual competitor of Movicom in Uruguay.

  SOUTHERN MEXICO

    There is no shareholders agreement governing our rights as a Portatel
shareholder. We own 21.7% of the outstanding common stock and have one
representative on the seven-member board who may be removed by a vote of the
majority shareholders at any time.


    Portatel's bylaws contain restrictions with respect to the sale, transfer or
other disposition of its capital stock. Under the bylaws, other shareholders
have the right to purchase our interest in Portatel at the time of this
offering. We anticipate receiving a waiver of this provision prior to the
offering.


EUROPE/MIDDLE EAST OPERATIONS

  ISRAEL

    GENERAL.  We are party to a shareholders agreement relating to our 50.0%
ownership of Pelephone. The other party to that agreement is The Israel
Telecommunications Corp. Ltd., or Bezeq, which owns the remaining 50.0%.


    MANAGEMENT.  The terms of the shareholders agreement provide for a board of
directors composed of twelve members. The shareholders, however, have agreed to
a ten-member board, including five directors nominated by us and five nominated
by Bezeq. Through our board representation, we and Bezeq jointly control
Pelephone's business plan, capital expenditures and strategic direction.


    DIVIDENDS.  Under Pelephone's shareholders agreement and articles of
incorporation, dividends may be paid out of Pelephone's profits by unanimous
resolution of its board of directors.

    NONCOMPETITION.  We and Bezeq may not compete with Pelephone or with each
other in providing mobile cellular radio-telephone service in Israel. Except as
provided in the shareholders agreement regarding competition with each other and
Pelephone, the parties are free to continue operations in businesses in which
they operated prior to signing the shareholders agreement.

                                      187
<PAGE>

    RESTRICTIONS ON TRANSFER.  The shareholders agreement imposes restrictions
with respect to the sale, transfer or other disposition of Pelephone's capital
stock. If we wish to sell our Pelephone shares, we must first give notice to
Bezeq of our intention and include the price and terms for the shares. Bezeq
then has the option to buy our shares on the conditions offered, indicate its
wish to purchase the shares on different terms, indicate its consent to the sale
to the proposed third party, on the same or different terms, or propose an
alternative buyer of the shares. If we and Bezeq are unable to agree, the matter
is first referred to the chief executive officers of our companies and then to
the chairmen of their respective boards of directors. If the parties are still
unable to reach agreement, no sale or transfer shall be effected. We may not
sell or transfer our shares to a competitor of Pelephone or to an entity
prevented by law from receiving or holding a license to provide Pelephone's
services. The shareholders agreement has been amended, however, to permit this
offering and a distribution by Motorola of our common stock.


  EGYPT


    GENERAL.  We are party to a shareholders agreement relating to our 35.3%
ownership of MobiNil Holding. The other parties to that agreement are France
Telecom Mobiles International, with 46.1% and Orascom Technologies SAE, with
18.6%. MobiNil Holding is a holding company that owns 51% of The Egyptian
Company for Mobile Services, or MobiNil. MobiNil is our licensed operating
company in Egypt. The remaining direct interests in MobiNil are owned by public
shareholders, with approximately 36.0%, and by Orascom, with approximately
13.0%.



    MANAGEMENT.  Under the terms of the MobiNil Holding shareholders agreement,
MobiNil Holding's board is composed of seven members, including two directors
nominated by us, four directors nominated by France Telecom, including one who
must be an independent third party, and one director nominated by Orascom.



    The shareholders agreement also controls how the MobiNil Holding members of
MobiNil's board of directors vote. Under the shareholders agreement, MobiNil's
board of directors is composed of eleven members, including two directors
nominated by us, four directors nominated by France Telecom, two directors
nominated by Orascom and three directors to be nominated by the
other shareholders.



    With respect to MobiNil Holding, the approval of Propel, France Telecom and
Orascom is required to:


    - enter into significant corporate transactions;

    - incur indebtedness;

    - voluntarily wind up or liquidate;

    - declare dividends;

    - redeem and cancel any securities;

                                      188
<PAGE>
    - vote the shares in MobiNil; and

    - approve the five-year business strategy.

    Propel's and France Telecom's approval is also required to:

    - approve contracts in excess of $1 million;

    - approve agreements longer than one year and with expenditures in excess of
      $1 million over the full term;

    - approve material related party transactions, material personnel policies
      and intellectual property licenses and agreement; and

    - approve initiation of material claims and lawsuits where the value of the
      claim is in excess of $1 million.


    DIVIDENDS.  Under the shareholders agreement, dividends and other cash
distributions may be made from net profits and not out of capital or capital
surplus if MobiNil Holding and MobiNil have positive net worth and provided
there are reasonably adequate amounts of cash and working capital for their
operations and anticipated growth as well as legal reserves required under
applicable laws and regulations.



    NONCOMPETITION.  As long as the shareholders agreement is in place, the
parties and their affiliates agree not to engage in activities that directly
compete with the business of MobiNil Holding or the operation of a GSM cellular
system in competition with MobiNil in Egypt. This provision does not restrict
the parties or their affiliates equipment or services businesses from offering
their products or services for sale to competing businesses.



    RESTRICTIONS ON TRANSFER.  The shareholders agreement imposes restrictions
with respect to the sale, transfer or other disposition of MobiNil Holding's
capital stock. Although the change of control of a shareholder does not
expressly trigger a right of first refusal, Orascom and France Telecom have
waived their rights of first refusal with respect to this offering and a
distribution by Motorola of our common stock. If we wish to sell our MobiNil
Holding shares, we must give written notice to the other shareholders including
the number of shares and the proposed purchase price. The other shareholders
have the option to either purchase their pro rata share of the shares offered or
refuse the offer. MobiNil Holding shareholders may also sell their proportionate
MobiNil shares upon the same notification procedures. If the proposed sale is
through an offering on a recognized stock exchange, then the MobiNil per share
sale price is the average median sale price of the MobiNil shares on the stock
exchange for the six days immediately proceeding the proposed sale of the
MobiNil shares or if the proposed sale is to a third party, then the sale price
is the price offered by such third party.


                                      189
<PAGE>
  LITHUANIA

    GENERAL.  We are party to a shareholders agreement relating to our 35.0%
ownership of Omnitel. The other parties to that agreement are Amber Mobile
Teleholding AB, a joint venture of Telia AB and Sonera Corporation, with 55.0%,
and members of the Kazickas family with 10.0%.

    MANAGEMENT.  Under the terms of the shareholders agreement, Omnitel's board
of directors is composed of seven members, including two directors nominated by
us, as long as we own at least 25% of Omnitel, four directors nominated by Amber
and one director nominated by the other shareholders, as long as they own 5% of
Omnitel.

    The approval of five directors, which includes the vote of at least one
director nominated by us for so long as we own at least 25% of Omnitel, is
required to:

    - enter into significant corporate transactions;

    - approve the capital structure;

    - incur indebtedness or guarantees not provided for in the five-year
      business plan;

    - approve agreements with significant expenditures;

    - approve any public offering of Omnitel's shares;

    - voluntarily wind up or liquidate Omnitel;

    - establish the financial and business objectives, annual budgets and
      approve the five-year business plan;

    - delegate board authority and grant powers of attorney;

    - approve any material change in the powers or duties of the president or
      chief financial officer; and

    - redeem, purchase, cancel or issue any securities.


    DIVIDENDS.  Subject to the projected financing requirements of Omnitel over
the twelve-month period following the proposed dividend date, including
investment and expansion plans, the parties to the shareholders agreement agree
that all funds reasonably available for distribution to shareholders shall be
distributed by way of a dividend, or other form of distribution approved by the
board. No such dividend or distribution may be declared or paid any time at
which Omnitel has outstanding any loans from third parties except in compliance
with the terms of any loan agreement between Omnitel and such third-party
lender.


    NONCOMPETITION.  Under the shareholders agreement, the parties and their
affiliates, and their respective directors, officers and key employees and those
of their affiliates are not to invest in any company that is a competitor of
Omnitel in Lithuania. Competitor is defined to include the operation of a
cellular radio telephone voice and data network, provision of international
gateway services,

                                      190
<PAGE>
operation of a wired public data network, operation of a radio paging system,
offering of services providing customer access to satellite communications
networks, provision of international private line services and provision of
satellite earth station services. No person is considered a competitor solely by
virtue of the fact that such person manufactures or sells telecommunications
infrastructure equipment or subscriber units in Lithuania.

    RESTRICTIONS ON TRANSFER.  The shareholders agreement imposes restrictions
with respect to the sale, transfer or other disposition of Omnitel's capital
stock. The shareholders have waived their rights of first refusal with respect
to this offering and a divestiture by Motorola of our common stock. However, a
transfer of either Propel shares or our shares in Omnitel to a competitor of
Telia or Sonera triggers rights of first refusal. If the rights of first refusal
are triggered, we must give the other shareholders written notice of our
intention to sell, along with a copy of the third-party offer. The remaining
shareholders have the option to buy our shares at the price proposed by the
third-party offer or as otherwise agreed. If there is no good faith third party
offer for the Omnitel shares because the triggering sale is of Propel shares, we
must deliver notice to the other shareholders and include the proposed sale
price of our shares. The remaining shareholders may accept the offered price or
call for an appraisal of the shares. No transfer is allowed to any competitor of
Omnitel in Lithuania, and any transfer is subject to government and regulatory
approvals.

  JORDAN

    GENERAL.  We are party to a shareholders agreement relating to our ownership
of 26.1% of Pella Investment Company, a holding company which holds all of the
outstanding common stock of Fastlink. The other parties to that agreement are
Pioneers for Investment, which is owned by Orascom, with 65.5%, Sulaiman Abdul
Abanami, with 3.5%, and Mobile Telecommunications Company, with 4.9%.

    MANAGEMENT.  Under the terms of the shareholders agreement among the
shareholders of Pella Investment Company, Pella's board of directors is composed
of five members. Two directors are appointed by us and three by the other
shareholders. Fastlink's five-member board of directors is appointed by Pella.
We control two board seats, Orascom controls two board seats and there is one
director-at-large.

    The approval of four Pella directors is required for Fastlink or Pella to:

    - declare dividends;

    - approve the annual business strategy and form of capital structure;

    - approve agreements with terms of one year or more and with significant
      expenditures and intellectual property licenses and contracts;

    - approve material personnel policies, including labor discussions or
      contracts;

    - incur significant indebtedness or guarantees;

                                      191
<PAGE>
    - approve the general manager and elect the chairman of the board;

    - redeem or cancel securities;

    - delegate board authority and grant powers of attorney; and

    - change powers of officers, and approve material transactions with
      officers, directors or affiliates.

    The approval of holders of 83% of Pella shares then outstanding is required
for Fastlink or Pella to:

    - amend its memorandum of association or articles or change the size of
      the board;

    - change its nationality or corporate purpose;

    - decrease its share capital;

    - appoint auditors or change its fiscal year;

    - change its principal office; and

    - voluntarily windup or liquidate or enter into significant corporate
      transactions;

    DIVIDENDS.  Subject to the projected financing requirements of Pella over
the 12-month period following the proposed dividend date, including repayment of
debt, investment and expansion plans, the shareholders agree that all funds
reasonably available for distribution to shareholders are to be distributed by
way of a dividend, or other form of distribution approved by the shareholders.


    NONCOMPETITION.  Under the shareholders agreement, the shareholders, their
affiliates, and all of their directors, officers and key employees agree not to
engage in any business in Jordan which operates a cellular radio-telephone
system in the 800 or 900 MHz bands. This noncompete provision remains in effect
for two years after a shareholder or any of its affiliates ceases to be a
shareholder of Pella other than by virtue of a liquidation of Pella.
Notwithstanding this provision, each shareholder is authorized to manufacture or
sell cellular radio-telephone infrastructure equipment or subscriber units in
Jordan. Cellular radio-telephone system is defined in the shareholders agreement
as a telecommunications system that provides mobile telephone service using
radio frequencies and cellular technology, composed of cellular switching
offices, base stations, a means of transmission, mobile subscriber units and
other technical elements.


    RESTRICTIONS ON TRANSFER.  If we wish to sell our Pella shares to a third
party, we must give written notice to the board of directors, indicating the
proposed price. If the other shareholders believe that the price offered is more
than the fair price for our shares, the board of directors may object to the
sale and the controller may appoint an expert committee to estimate the value of
the shares. No transfer is allowed to any competitor or to any person who is
prohibited by law or regulation

                                      192
<PAGE>
from being a participant in the holder of the license or if the transfer would
result in grounds for revocation of the license. A competitor is defined as any
entity operating a cellular radio-telephone system or manufacturing cellular
radio telephone equipment.


    The shareholders of Pella have waived the restrictions imposed by the
shareholders agreement and their rights of first refusal so that neither the
trading of our shares on any public market, nor the acquisition, by any legal
means, of any or all of our shares by any person or entity, will trigger any
right or option on the part of any shareholder, to purchase our shares of Pella,
regardless of Motorola's diminishing ownership interest in us.


  AZERBAIJAN


    GENERAL.  Our operating company, Bakcell, is owned 25% by the Azeri Ministry
of Communications and 75% by a British Virgin Islands holding company, GTIB
1996, Ltd., in which we, Havacom N.V. and Alfa Telecom N.V. each own a 33.33%
interest.


    MANAGEMENT.  Under the terms of the Bakcell Statutes and Joint Venture
Charter, the board of directors of Bakcell is composed of six members. By
agreement of the owners, however, the Bakcell board of directors is currently
composed of four members, with one member nominated by each of Propel, Havacom,
Alfa Telecom and the Azeri Ministry of Communications. Under the terms of the
amended shareholders agreement of GTIB, the board of directors of GTIB is to be
composed of six members, two nominated by each of Propel, Havacom and Alfa
Telecom. A simple majority is required on all matters brought before both the
Bakcell and GTIB boards of directors.


    DIVIDENDS.  Under the GTIB shareholders agreement and subject to the
projected financial requirements of GTIB over the twelve-month period following
the date on which a dividend payment is being considered, including investment
and expansion plans, all funds reasonably available will be distributed by way
of a dividend or other form of distribution approved by the shareholders. The
GTIB board must approve the dividend. Havacom is entitled to a preferential
dividend of up to $15.3 million. We believe, to date, GTIB has declared and paid
a dividend to Havacom totaling $7.65 million. After the payment in full of this
preferential amount, future dividends will be apportioned pro rata among the
shareholders.



    NONCOMPETITION.  Under the GTIB shareholders agreement, the parties agree
that neither they nor their affiliates, directors, officers or key employees or
those of their affiliates will engage in any business which operates a
terrestrial-based cellular phone service in Azerbaijan. Shareholders and their
affiliates, directors and officers are subject to this provision for two years
after they cease to be shareholders for any reason other than the liquidation of
GTIB.


                                      193
<PAGE>
    RESTRICTIONS ON TRANSFER.  The amended shareholders agreement of GTIB
imposes various restrictions on the transfer of shares. However, this agreement
includes a provision allowing the disposition by Motorola of its interest in
GTIB without triggering any of the transfer restrictions. If we wish to sell our
GTIB shares to an unaffiliated third party, we must deliver written notice to
the other shareholders of our intention, along with a copy of a bona fide offer,
if any. The remaining shareholders have the option to buy our shares at the
price proposed by the prospective buyer or the price proposed by us if no good
faith offer is received. If the remaining shareholders disagree with the price
proposed by us, they may have the shares appraised. Under the GTIB shareholders
agreement, no transfer is allowed to any competitor of GTIB in Azerbaijan who
operates a cellular radio telephone service in Azerbaijan or manufacturers
cellular or paging equipment. No transfer is allowed to any person who is
prohibited by law or regulation from being a participant in the holder of the
license or if the transfer would result in grounds for revocation of the
license.


    The Bakcell Joint Venture Charter agreements also impose various
restrictions on the transfer of ownership by its owners, GTIB and the Ministry
of Communications.


ASIAN OPERATIONS

  HONG KONG


    GENERAL.  We are party to a shareholders agreement relating to our 25.1%
ownership of Hutchison Telephone common stock. The other parties to that
agreement are Hutchison International Limited, a wholly owned subsidiary of
Hutchison Whampoa, with 55.9% and HTCL Holdings Limited, formerly known as
Distacom Radio Telephone Company Limited, with 19.0%. NTT DoCoMo recently
purchased HTCL Holdings Limited.



    MANAGEMENT.  Under the terms of the shareholders agreement, Hutchison
Telephone's board is composed of seven members, including two directors
appointed by us, three directors appointed by Hutchison, one director appointed
by NTT DoCoMo and one director appointed by the board.


    Unanimous approval of the board is required to:

    - approve the business plan;

    - approve contracts with significant expenditures;

    - approve agreements longer than three years; and

    - approve employment contracts with any general manager, financial
      controller or technical manager.

    A majority of the board members must approve recommendations to:

    - declare or pay dividends;

    - delegate board powers, unless reserved to shareholders or unanimous board;

                                      194
<PAGE>
    - approve ordinary course of business matters and transactions not reserved
      to the shareholders or unanimous board resolution; and

    - approve agreements with officers, directors, or affiliates of officers and
      directors other than senior management.

    Unanimous approval of the shareholders is required to:

    - enter into significant corporate transactions;

    - declare and pay dividends;


    - amend Hutchison Telephone's memorandum or articles of association;


    - make loans to shareholders or affiliates;

    - appoint or remove auditors;


    - voluntarily windup or liquidate Hutchison Telephone; and


    - decide capital structure.


    DIVIDENDS.  Under the shareholders agreement, if Hutchison Telephone's cash
or cash equivalents exceed its net anticipated cash requirements by more than
HK$25,000,000 for the three months following a proposed dividend date, all
profits of Hutchison Telephone available for distribution to the shareholders
are to be distributed by way of a dividend, or if such dividends cannot be paid
by Hutchison Telephone due to legal requirements, by such other legal means as
its board of directors unanimously agree.



    NONCOMPETITION.  Under the shareholders agreement, the parties agree that
they will not, and their affiliates, directors, officers and employees will not,
directly or indirectly carry on or be interested in any business in Hong Kong
competitive with the business of Hutchison Telephone. This prohibition remains
in effect for two years after a shareholder or any of its associates ceases, for
any reason other than a liquidation, to be a shareholder of Hutchison Telephone.
Hutchison Telephone's business is defined as operating a public mobile
radio-telephone service in Hong Kong.



    RESTRICTIONS ON TRANSFER.  Although the shareholders agreement does not
prohibit indirect transfers of our interest in Hutchison Telephone, it does
impose restrictions with respect to the sale, transfer or other disposition of
the capital stock of Hutchison Telephone. A transfer of shares to a third party
triggers preemption provisions under Hutchison Telephone's articles of
association. If we wish to sell our shares in Hutchison Telephone, we must
notify the other shareholders of our intention and include a copy of a bona fide
offer. The remaining shareholders have the option to purchase the shares at the
price prescribed in the bona fide offer, agree to the terms of the transfer to
the proposed buyer or locate an acceptable buyer for the shares. If the
remaining shareholders do not buy the shares, do not reach agreement regarding
the proposed buyer or do not locate an alternative buyer, the shareholders agree
to use their best efforts to find a purchaser for all of our Hutchison Telephone
shares


                                      195
<PAGE>

who is willing to pay a price that reflects the value of Hutchison Telephone as
a going concern. We have obtained consent from the other shareholders of
Hutchison Telephone for this offering. Although we believe no waiver or consent
is required for Motorola to effect a distribution or other form of divestiture
of our common stock under the shareholders agreement, we are seeking
confirmation of this from the other shareholders.


  PAKISTAN


    GENERAL.  We are party to a shareholders agreement relating to our 30.0%
ownership of Mobilink. The other parties to that agreement are Saif Telecom
(PVT) Ltd., with 11.3% ownership through Rayshield Investments, and
International Wireless Communications Pakistan Limited, which is controlled by
Orascom, with 58.7%.


    MANAGEMENT.  Under the terms of the shareholders agreement, Mobilink's board
of directors is composed of ten members, including three directors appointed by
us, six directors appointed by International Wireless Communications Pakistan
Limited and one director appointed by Saif Telecom (PVT) Ltd.

    An affirmative vote of 80% of the board is required to elect the chairman.
Approval of shareholders holding 80% of outstanding shares is required to:

    - enter into significant corporate transactions;

    - voluntarily wind up or liquidate Mobilink;

    - publicly offer shares of Mobilink;

    - decide capital structure;

    - approve agreements with terms of one year or more and
      significant expenditures;

    - incur indebtedness and guarantees;

    - settle any excess claims;

    - annually approve the five-year business plan;

    - approve significant related party transactions;

    - delegate shareholder authority and grant powers of attorney;

    - approve negotiations relating to labor relations, collective bargaining
      and personnel policies;

    - make significant loans;

    - change the number of directors and appointment the president and executive
      director of finance;

    - redeem, offer or cancel any securities and declare and pay dividends or
      distributions; and

    - amend the articles of association.

                                      196
<PAGE>
    DIVIDENDS.  Subject to any agreement or restriction binding Mobilink to the
contrary and applicable laws, and provided that Mobilink has paid down any
third-party debt that is supported by shareholder guarantees not proportional to
any guaranteeing shareholder's equity interest in Mobilink and repaid all
outstanding shareholder loans, the shareholders agree that Mobilink is to
distribute all of its surplus cash. The board recommends the amount of surplus
cash available for distribution based upon the board's analysis of future
funding needs and a formula provided in the agreement.


    NONCOMPETITION.  Under the shareholders agreement, the shareholders agree
that they and their associates will not, and will use reasonable endeavors to
ensure that their directors and their associates, officers and key employees,
shareholders and associates of shareholders will not, engage in any business in
Pakistan which provides, or participates in providing, telecommunications
services directly competitive with the businesses undertaken by Mobilink. This
noncompete provision remains in effect for two years after a shareholder ceases
to be a shareholder for any reason other than liquidation of Mobilink and
applies to a variety of businesses that are directly competitive with Mobilink,
including many forms of wireless technology, long distance and other services;
but does not apply to the supply of cellular, two-way radio, both conventional
and trunking, and radio paging equipment, whether infrastructure or subscriber
units.



    RESTRICTIONS ON TRANSFER.  The shareholders agreement imposes numerous
restrictions with respect to the sale, transfer or other disposition of
Mobilink's capital stock. A change of a control of a shareholder triggers a
right of first refusal. However under a side agreement, the other shareholders
have waived this right of first refusal in connection with this or any other
public offering and a divestiture by Motorola of our common stock as well as any
private placement by any shareholder of Mobilink's shares, provided it is to a
strategic investor. Strategic investor is defined as a person or entity that is
directly or indirectly engaged in the provision of telecommunications services
for profit or an associate of one which regularly invests in telecommunications
in other similar infrastructure projects. All other dispositions of stock would
trigger the right of first refusal.


    If we wish to sell our shares in Mobilink, we must notify the other
shareholders of our intention, the price at which we wish to privately sell our
shares and a copy of any good faith offer for the shares. If the remaining
shareholders disagree with the prescribed price, either the third-party offer
price or our proposed price, they may have the shares appraised. Unless all the
shareholders agree, no transfer of shares is allowed to any competitor of
Mobilink. No transfer is allowed to any person who is prohibited by law or
regulation from being a participant in the holder of the license held by
Mobilink or if the transfer would result in grounds for revocation of
this license.

                                      197
<PAGE>
                                   REGULATION

    The following is a summary of the regulatory environment under which each of
our operating companies offers services.

LATIN AMERICAN OPERATIONS


  NORTHERN AND SOUTHERN MEXICO



    OVERVIEW.  The Mexican cellular telephony service market was opened in 1990
with the privatization of Telmex, the state owned telecommunications monopoly.
As a result, Telcel was granted a nationwide cellular license. In addition, the
country was divided into nine regions and a bidding process took place for a
second cellular license in each region. Our operating companies in Mexico, Baja
Celular, Movitel, Norcel, Cedetel and Portatel, obtained their cellular licenses
in this process.


    REGULATORY BODIES AND ENFORCEMENT.  The Secretary of Communications and
Transportation and the Federal Telecommunications Commission, or Cofetel, are
the government agencies in charge of regulating the wireless communications
companies in Mexico.

    LICENSES.  We have been granted licenses to provide wireless telephony in
five regions in Mexico. The terms of the licenses are 20 years, which can be
extended by the submission of an application by the licensee. The license can be
revoked for frequent breaches of the conditions set forth in the license,
including suspending service without just cause, bankruptcy of the licensee or
for not paying license fees. Under the terms of their licenses, our operating
companies in Mexico are required to pay a royalty in semi-annual installments in
an amount equal to five percent to ten percent of revenues.

    INTERCONNECTION.  The Mexican telecommunications law obligates all
telecommunications network licensees to execute interconnection agreements when
requested by other licensees.


    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  Mexican law places restrictions on
foreign participation in certain telecommunications industries. In the case of
cellular telephony, foreign investment is limited to 49%, subject to waiver by
the Mexican Foreign Investments Commission. The terms of our licenses provide,
among other things, that foreign investment in voting stock cannot be higher
than 49% and that the assignment of the license requires the approval of the
Secretary of Communications and Transportation. We have received an approval
from the Foreign Investments Commission permitting our direct ownership of
greater than 49% of Baja Celular, Movitel, Norcel and Cedetel.



    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  A Mexican company may remit
dividends and profits outside of Mexico if it meets certain distribution and
legal reserve requirements. Dividends paid by our Mexican operating companies to
their U.S.


                                      198
<PAGE>

shareholders are subject to a 10% withholding tax unless the companies chose to
pay Mexican corporate income tax on the net earnings from which the dividends
are being paid. Interest paid by the companies to U.S. residents is also subject
to a 10% withholding tax.


  ARGENTINA

    OVERVIEW.  Argentina privatized its national telephone monopoly, ENTEL, in
1990. Movicom Argentina operated under a permit granted in 1988 as the only
private sector telecommunications company in Argentina prior to ENTEL'S
privatization. Since 1990, licenses have been granted to providers of a wide
range of telecommunication services. Currently, public telephony and rural
telephony are each in full competition. A subsidiary of Movicom Argentina holds
one of four existing basic telephony licenses for local and long distance
national and international services. Twenty more basic regional telephony
licenses have been granted which will allow the holders to start providing
service as of November 2000.

    REGULATORY BODIES/ENFORCEMENT.  Argentine telecommunications providers
operate under the supervision of the Communications Secretary, the office
responsible for rulemaking, and the Comision Nacional de Comunicaciones, which
interprets and implements the rules established by the Communications Secretary.


    LICENSES.  In 1995, Movicom Argentina's permit was converted to a licence to
operate its wireless telecommunications network in Buenos Aires. Movicom
Argentina also acquired three licenses in June 1999 to build and operate a PCS
network nationwide. The PCS license may not be revoked unless Movicom Argentina
fails to meet certain operational performance targets. Movicom Argentina also
has licenses to provide trunking, paging and data transmission services.


    Movicom Argentina is subject to special telecommunications and spectrum use
monthly fees equal to 0.5% of Movicom Argentina's monthly cellular service gross
revenues. In addition, Movicom Argentina pays a monthly fee per subscriber,
depending upon the service plan the subscriber selects. Other taxes are paid for
microwave and cell sites.

    INTERCONNECTION.  Under Argentine law, operators of mobile telephone
services have the right to enter calls into the networks of other operators at
any point, and allow such operators to interconnect directly with the other
mobile telephone services operators.

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  We believe there are no government
restrictions on our ability to transfer our ownership interests in Movicom
Argentina and there are no significant restrictions on foreign ownership of
telecommunications companies or the repatriation of earnings from
such ownership.


    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  Under current law, Argentine
currency is freely convertible into U.S. dollars, and Argentina has a free
exchange market for all


                                      199
<PAGE>

foreign currency transactions. Under applicable Argentine corporate law,
dividends may be paid only from liquid and realized profits as shown on the
company's financial statements prepared in accordance with Argentine generally
accepted accounting principles. Five percent of such profits must be set aside
until a reserve equal to 20% of the company's capital stock has been
established. Subject to these requirements, the balance of profits may be
declared as dividends and paid in cash pursuant to a majority vote of the
shareholders. Under current law, there is a 15.0% withholding tax on interest
payments which arise from loans obtained abroad from banks which are included on
the list of countries following the banking supervision rules established by the
Basilea Bank Committee or where the borrowers are regulated financial entities.
In other cases, there is a 35% withholding tax on interest payments. The
distribution of profits and dividends in excess of taxable income are subject to
a 35% withholding tax.


    RECENT REGULATORY DEVELOPMENTS.  On June 23, 1999, the Communications
Secretary enacted new regulations regarding telecommunications licenses. Under
these regulations, in order to obtain a general license for basic telephony
service:

    - the applicant must evidence a net worth equivalent to US$100,000,000; and

    - the applicant must have, directly or indirectly, as a shareholder, a local
      partner with a minimum shareholding of 10% of the company's capital stock.
      This local partner must evidence certain technical and economic
      qualifications.

    On June 9, 2000, a Presidential Instruction was issued, under which the
telecommunications regulations in Argentina are expected to be changed. The
purpose of the instruction is to guarantee the complete deregulation and free
competition of telecommunications services in Argentina beginning November 9,
2000. The instruction sets forth a maximum term of 30 days to comply with all
administrative procedures. It is contemplated that the rules to be enacted will
cover the following:

       - licenses of telecommunications services;

       - national interconnection;

       - universal service; and


       - administration of the spectrum.


  CHILE

    OVERVIEW.  Chile privatized its public local telephone company in 1986 and
its public long distance carrier in 1987. In 1997, three 1900 MHz PCS mobile
telephone service concessions were granted. ETP, our operating company in Chile,
has two subsidiaries who each hold one of these national 1900 MHz PCS mobile
telephone service concessions.

                                      200
<PAGE>
    REGULATORY BODIES/ENFORCEMENT.  The main regulatory agencies of the Chilean
telecommunication sector are the Ministry of Transportation and
Telecommunication and the Under-Secretary of Telecommunications.

    LICENSES.  As a general rule, telecommunication concessions are granted in
Chile without a fee. However, wireless operators are subject to an annual duty
based on the size of their system, spectrum used and authorized service area.
Wireless operators may freely determine the tariffs or fees charged to their
subscribers. Concessions for the provision of mobile telephone service are
granted for a 30-year period, renewable for identical periods if requested by
the concessionaire.

    INTERCONNECTION.  Wireless and long distance operators are obliged to
establish and accept interconnections according to the technical rules,
procedures and terms established by the Under-Secretary of Telecommunications on
a fixed-fee basis.

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  Mobile telephone concessions may
be assigned, transferred or leased only with the prior authorization of the
Under-Secretary of Telecommunications, which cannot be denied without reasonable
cause. Licensees may only be legal entities incorporated and domiciled in Chile.
However, there is no restriction or limitation on the participation or ownership
of foreign investors in Chilean telecommunications companies.


    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  Chilean pesos are freely convertible
into U.S. dollars through the foreign exchange market provided the transferee
has registered with the Chilean Central Bank according to Chapter XIV of the
Foreign Exchange Regulations or has executed a foreign investment agreement with
the State of Chile according to the foreign investment statute. Under that
statute, capital invested in Chile may not be remitted outside of Chile earlier
than one year after the investment, although earnings may be remitted at any
time. No restrictions on time to remit investment outside Chile are currently in
place. Dividends may only be paid out of earned income as determined in
accordance with Chilean generally accepted accounting principles.



    RECENT REGULATORY DEVELOPMENTS.  The Under-Secretary of Telecommunications
has issued a new technical rule to distribute additional spectrum of 30 MHz
among the current licensed operators that are limited in their subscriber
loading capacities, such as CTC Comunicaciones Moviles S.A., which is owned by
Telefonica; BellSouth Comunicaciones S.A., which is controlled by BellSouth
International; and eventually Smartcom PCS S.A., which is owned by Endesa.


  DOMINICAN REPUBLIC

    OVERVIEW.  The Dominican government adopted a policy of liberalization of
the telecommunications sector beginning in the late 1980s. In 1990, the
Dominican government granted Tricom a concession to provide a full range of
national and

                                      201
<PAGE>
international telecommunications services. The Dominican telecommunications
sector is currently regulated by a law enacted in May 1998.

    REGULATORY BODIES/ENFORCEMENT.  The Dominican telecommunications industry is
regulated by the Dominican Institute of Telecommunications (INDOTEL).


    LICENSES.  Tricom has entered into a concession agreement with the Dominican
government under which Tricom holds a nonexclusive license to establish,
maintain and operate a national and international telecommunications system.
Licensed services include telegraphy, radio communications, paging, cellular and
local, domestic and international telephone services. The concession agreement
and the license granted under it last until June 30, 2010 and are renewable
automatically, at no charge, for 20-year periods unless, at least three years
prior to the end of the then existing term, either Tricom or the Dominican
government advises the other of its intention not to renew.


    Under the terms of its concession agreement, Tricom makes payments to the
Dominican government in lieu of income tax of RD $18 million (approximately U.S.
$1.2 million) or 10% of its net revenues whichever is greater. These
arrangements are based on a 1996 agreement with the Dominican government, which
has not been validated by the Dominican Congress. The Dominican Constitution
requires all agreements related to tax exemptions to be approved by Congress. If
those provisions are not approved by the Dominican Congress, the Dominican
Congress could invalidate those provisions relating to taxes and may require the
payment of a tax of 25% on its adjusted net income, the current rate generally
applicable to Dominican corporate taxpayers.

    INTERCONNECTION.  Dominican law encourages competition in all
telecommunications services by enforcing the right to interconnect with existing
participants and protecting against monopolistic practices. In May 1994, Tricom
entered into an interconnection agreement with Codetel, the Dominican national
telecommunications provider, which has an indefinite term and requires each of
the parties to provide access to the other party's network on equal,
nondiscriminatory and transparent terms, and obligates each party to provide to
the other any terms or conditions more favorable that it subsequently provides
to any other telecommunications entity. This interconnection agreement has in
the past been the subject of extensive litigation between Codetel and Tricom.
However on January 2, 1998, Tricom and Codetel signed an addendum to the
interconnection agreement which resolved all disputes between Tricom and Codetel
that were then being arbitrated.

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  There are no government
restrictions on our ability to transfer our ownership interests in Tricom. There
are no significant restrictions on foreign ownership of telecommunications
companies or the repatriation of earnings from such ownership.

                                      202
<PAGE>
    FOREIGN EXCHANGE/DIVIDENDS.  Under Dominican law, Dominican pesos are
convertible into U.S. dollars at one of the following two rates:

    - The official rate is the rate at which companies in certain strategic
      industries, including the telecommunications industry, are required to
      surrender revenues received in foreign currency to the Central Bank for
      Dominican pesos. Accordingly, every U.S. dollar Tricom receives as
      revenues must be surrendered to the Central Bank at the official rate
      unless otherwise authorized by the Central Bank.

    - The private market rate is the rate at which Tricom purchases the foreign
      currency it needs to pay foreign suppliers or otherwise to meet its
      obligations abroad. According to current regulations, all purchases of
      foreign currency from private commercial banks must be reported daily to
      the Central Bank. This requirement permits the Central Bank to supervise
      and keep statistics on the private market rate but does not give the
      Central Bank direct control over the private exchange rate. The Central
      Bank is entitled to receive a 5% commission on all purchases of foreign
      currency to be remitted abroad.


    Under Dominican law, only shareholders may authorize the declaration and
payment of dividends. Shareholders are entitled to receive dividends in
proportion to their respective capital participation, subject to adjustment as
provided in the bylaws. Dividends are payable only from after-tax profits, and
only after Tricom has set aside at least 5% of its annual profits as a legal
reserve until such reserve equals 10% of paid-in capital.


    U.S. TELECOMMUNICATIONS REGULATION.  Tricom is subject to extensive
regulation by the U.S. Federal Communications Commission in connection with its
international long distance services. This regulation covers, among other
things, accounting rates or settlement rates, which are the amount of payment
negotiated between carriers for the termination of international telephone
calls. Tricom is authorized by the FCC to provide facilities-based voice, data
and private line services between the United States and various international
points, including the Dominican Republic and has been approved by the FCC to
communicate from the United States with 186 countries via satellite and with 28
countries via fiber optic submarine cables.

  URUGUAY


    OVERVIEW.  Uruguay does not have a comprehensive system of
telecommunications regulation. Regulations relating to the assignment of
radioelectric frequencies fall under the jurisdiction of the National
Communications Office and the National Telecommunications Administrator,
or ANTEL.



    Over the last two years, the Executive Branch has authorized a broad range
of data telecommunication services, including data networks in the 1900 MHz and
10.5 GHz bands.


                                      203
<PAGE>
    Until recently, the Uruguayan telecommunications market was monopolized by
ANTEL. Movicom Uruguay's entry into the market was through a contract
with ANTEL.

    REGULATORY BODIES/ENFORCEMENT.  Uruguayan telecommunication providers
operate under the supervision of the National Communications Commission. ANTEL
also plays a regulatory role with respect to interconnection terms and
conditions to the fixed network.

    LICENSES.  In 1989, Movicom Uruguay entered into a contract with ANTEL to
provide mobile cellular telephony services to the southern region of Uruguay. In
1990, ANTEL assigned to Movicom Uruguay spectrum in the 800 MHz band to provide
mobile cellular telephony.


    Movicom Uruguay has been granted additional frequency for the supply of
mobile cellular telephony services in the 1900 MHz band. Movicom Uruguay
launched its CDMA 1900 network in July 2000.



    In 1999, Movicom Uruguay was authorized to provide wireless data
transmission services nationwide. At the end of 1999, Movicom Uruguay also was
awarded a block of frequencies in the 26-27 GHz band.


    Finally, under a contract with ANTEL, Movicom Uruguay operates an Internet
service provider.

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  There are no government
restrictions on our ability to transfer our ownership interest in Movicom
Uruguay. There are no significant restrictions on foreign ownership of
telecommunications companies or the repatriation of earnings from such
ownership.


    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  There are no government restrictions
on converting Uruguayan pesos into U.S. dollars. Under Uruguayan law, 5% of the
annual profits reported in statutory financial statements must be allocated to a
legal reserve until it equals 20% of the issued capital. The reserve is not
available for distribution. In addition, dividends are limited to the profits
reported in the statutory financial statements expressed in Uruguayan pesos.


    RECENT REGULATORY DEVELOPMENTS.  Under new regulations, the National
Communications Office is currently auctioning two blocks of frequencies for
trunking services. Bid conditions have not yet determined.

EUROPE/MIDDLE EAST OPERATIONS

  ISRAEL

    OVERVIEW.  The Israeli telecommunications market is in a state of
transition, moving to a more liberalized environment in which various markets,
such as the mobile, international long distance services, domestic markets and
infrastructure are

                                      204
<PAGE>
gradually being opened to competition and in which government-owned monopolies
are anticipated to be privatized.

    REGULATORY BODIES/ENFORCEMENT.  The Israeli telecommunications industry is
regulated by the Ministry of Communications and is governed by the
Telecommunications Law and related regulations.

    LICENSE.  Beginning in 1986, Pelephone provided wireless services under a
build, operate and transfer agreement with Bezeq. On February 7, 1996, the
Ministry of Communications granted Pelephone a revised license to establish and
operate a mobile telephone network in Israel. The license is valid for a period
of ten years from January 1, 1994. It may be extended for additional six-year
periods upon Pelephone's request to the Ministry of Communications and review by
the Ministry of Communications to determine that Pelephone has met specified
performance requirements. The renewal of the license is subject to the
discretion of the Ministry of Communications, which may elect to change,
restrict, suspend or terminate the license.

    Pelephone must pay royalties to the government of Israel every quarter at
the rate of eight percent of Pelephone's service revenues net of interconnect
charges. Under the license, Pelephone's standard agreement with subscribers must
receive Ministry of Communications approval. Pelephone has submitted its
standard agreement to the Ministry of Communications for approval. The agreement
is still under review by the Ministry of Communications. Pelephone has been
using this standard agreement with its subscribers for several years.


    The license requires Pelephone to submit to the Ministry of Communications
its tariffs and any changes in its existing tariffs, but it does not require
approval of those tariffs or changes to tariffs. The Ministry of Communications,
however, may intervene if it finds that Pelephone's tariffs unreasonably harm
consumers or competition. The license specifies fees Pelephone may charge its
subscribers for one-time installation, fixed monthly payments, airtime, payments
for the use of other telecommunication systems, payments for handset maintenance
and payments for additional services.



    Mobile telephone subscribers in Israel are not charged for incoming calls,
except while roaming. Rather, the charge for incoming domestic calls is borne by
the Israeli network on which the call originated or from which the call was
transferred. This is referred to as "calling party pays." The Ministry of
Communications recently enacted regulations that set tariffs to be charged by
all operators in Israel for incoming calls. These new regulations require
Pelephone to gradually reduce its tariff rates significantly for incoming calls
from October 2, 2000 until January 1, 2003 in a manner that will set the tariff
rate from and after January 1, 2003 at a significantly lower level than is
charged at present. This will result in a reduction in Pelephone's incoming
airtime revenue, which could negatively affect its operating results.


                                      205
<PAGE>

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  Pelephone's license provides that
no direct or indirect control of Pelephone may be acquired or transferred
without the consent of the Ministry of Communications. Furthermore, no direct or
indirect holding of 10% or more of the means of control of Pelephone may be
transferred or acquired at any one time or through a series of transactions,
without the consent of the Ministry of Communications. We have received the
approval of the Israeli government for the initial contribution of our Israeli
businesses to us from Motorola, as well as for this offering and Motorola's
planned distribution of our common stock to Motorola stockholders.


    Pelephone, any officer of Pelephone, or any person that holds more than 5%
of Pelephone's voting stock is not allowed to hold more than 1% of the voting
stock, directly or indirectly, in another wireless operator in Israel.

    In addition, Pelephone may not be part of any agreement, arrangement or
understanding with another operator in Israel, which tends to or may cause a
limitation or a decrease in competition of mobile telephone services.


    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  New Israeli shekels are now freely
exchangeable for U.S. dollars, subject to a reporting obligation to the Bank of
Israel. Under current law, dividends may be freely repatriated subject to
payment of applicable Israeli taxes.


    OTHER REGULATORY ISSUES.  Pelephone and the other operators are subject to
extensive regulation in the placement and operation of its wireless
communications equipment, including antennas and cell towers, by the Ministry of
the Environment and local building committees and authorities. These regulations
and regulatory bodies make the placement of antennas and cell towers
significantly more complicated than in countries where such matters are less
highly regulated.


    Pelephone has been accused of erecting a significant number of antennas
without securing proper building permits from local authorities. This has
resulted in the filing of criminal charges and civil proceedings by some Israeli
municipalities against Pelephone and its officers and directors.


  EGYPT


    OVERVIEW.  Telecom Egypt, the government-owned state provider of
telecommunications services, launched its GSM 900 service in November 1996. In
November 1997, the Egyptian government began a program to privatize Telecom
Egypt's GSM business and created the Egyptian Company for Mobile Services, or
MobiNil. In March 1998, the government offered 30% of MobiNil's shares on the
Cairo and Alexandria Stock Exchange, and sold another 68% of MobiNil to our
consortium, MobiNil Holding. This transaction was completed in May 1998. MobiNil
has a five-year tax holiday which expires in 2003.


                                      206
<PAGE>
    REGULATORY BODIES/ENFORCEMENT.  The National Telecommunications Organisation
of the Arab Republic of Egypt, or ARENTO, is both the monopoly wireline
telecommunications operator and regulator. It focuses on technical targets for
expanding wireless network coverage and quality. Telecom Egypt, together with
other government entities, is responsible for designing policies and development
plans for the telecommunications sector.


    LICENSES.  A GSM license was issued to MobiNil in April 1998 for an up-front
license fee of U.S. $516 million. At the same time, a second GSM license was
awarded to an international consortium called Misrfone which paid the same
up-front license fee. Each of the licenses has a term of 15 years and is
extendable for an additional five years without payment of material additional
fees. The licenses allow for a duopoly period until December 2002. Any new
license issued must be on broadly the same terms as the existing two licences,
including an annual license fee payment and an initial fee indexed to inflation.
We anticipate that a license may be issued to a third operator by the end of
2002.


    INTERCONNECTION.  MobiNil has interconnection agreements with all
significant telecommunications operators in Egypt.

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  There are no government
restrictions on our ability to transfer our ownership interests in MobiNil.
There are no significant restrictions on foreign ownership of telecommunications
companies or the repatriation of earnings from such ownership.


    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  There are no significant government
restrictions on converting Egyptian pounds into U.S. dollars, however there are
occasional shortages of U.S. dollars in Egypt.


  LITHUANIA

    OVERVIEW.  The Republic of Lithuania Telecommunications Law applies to both
fixed and mobile telecommunications and grants the monopoly fixed
telecommunications operator, Lietuvos Telekomas, exclusive rights to operate a
general fixed phone communication network, and provide services using this
network, until December 31, 2002. Lietuvos Telekomas is 90% privatized. The
first licenses to provide GSM service were granted in 1995.

    REGULATORY BODIES/ENFORCEMENT.  The primary Lithuanian telecommunications
regulatory body is the Ministry of Communications. We expect that, in the near
future, all principal regulatory functions will be transferred to the
Communications Regulatory Authority.

    LICENSES.  Telecommunications licenses are generally issued by way of
tender. The license itself regulates various aspects of the telecommunications
activity in question, including scope of activity, technical and quality
requirements, pricing and procedure for certification of equipment. Licenses are
issued for a period of no longer

                                      207
<PAGE>
than ten years and may be extended with government approval. Omnitel has a
ten-year license to provide GSM services until 2005. In addition, Omnitel has a
GSM 1800 license which was granted in 1998.


    Any of Omnitel's licenses may be renewed under the license's existing terms
and conditions or other terms mutually agreed to by the Ministry of
Communications and Omnitel, if at least 15 months prior to the expiration of the
license, Omnitel applies to the Ministry of Communications for renewal of the
license and no grounds exist that may prevent license renewal. Grounds which
would prevent license renewal include if the license terms and conditions have
been constantly violated, the stamp duty for renewal has not been paid prior to
the expiration of the existing license or if it has been decided to undertake
new international obligations, changing the technical requirements for licensed
telecommunications activities. The Ministry of Communications is to notify
Omnitel not less than one year prior to the expiration of the license of its
decision regarding license renewal.


    INTERCONNECTION.  Omnitel has interconnection agreements with all
significant telecommunications operators in Lithuania. Under the
Telecommunications Law, operators of general telecommunications networks are
obligated to connect other operators' networks to their own. This obligation
must be discharged within three months of an application for interconnection.
Terms of interconnection agreements may not conflict with general conditions of
connection of telecommunications networks.

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  There are no government
restrictions on our ability to transfer our ownership interests in Omnitel.
There are no significant restrictions on foreign ownership of telecommunications
companies or the repatriation of earnings from such ownership.


    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  There are no significant government
restrictions on converting Lithuanian litas into U.S. dollars. According to
Foreign Currency Purchase, Sale and Exchange Rules of 1993, as amended,
Lithuanian litas may be converted into U.S. dollars at a fixed rate.
Repatriation of dividends is subject to a 29% withholding tax, applicable to all
foreign legal entities. According to the U.S.-Lithuanian Double Taxation/Fiscal
Violation Treaty, this withholding tax, subject to limitations and
qualifications contained in the treaty, may not exceed five percent of the total
sum of dividends if paid to a holder of at least 10% of the outstanding voting
shares of the company paying the dividend, or 15% of the aggregate dividend
paid, in all other cases. Litas are currently pegged to the U.S. dollar at a
rate of four-to-one.


    OTHER REGULATORY ISSUES.  Omnitel benefits from a statutory tax holiday
under Lithuanian law. Under this law, Omnitel was exempt for five years from
Lithuanian income taxes until June 30, 1999, and after this date is only subject
to income taxes at half the regular rate of tax until June 30, 2002. Thereafter,
it is subject to the full regular rate.

                                      208
<PAGE>
  JORDAN

    OVERVIEW.  Jordan began the privatization of its telecommunications sector
in 1995. The Jordanian telecommunications law contains the regulatory
rules governing telecommunications activities, including mobile telephone
services. The operations, rights and obligations of Fastlink are subject to and
regulated by the Jordanian telecommunications law.

    REGULATORY BODIES/ENFORCEMENT.  The Telecommunications Regulatory Commission
was established by the Jordanian telecommunications law to govern the provision
of telecommunications services including licensing.

    LICENSES.  The granting of telecommunication services licenses are through
public tender. The Jordanian telecommunications law allows the
Telecommunications Regulatory Commission to determine royalties, sharing of
revenues and fees to be paid by the licensees.


    Fastlink's license expires in 2009. The terms of renewal for Fastlink's
license are subject to negotiations, which may be called by either party two
years prior to October 30, 2009. For the year 2000, the operating license fee is
approximately $140,000. For subsequent years, the increase, if any, in the
operating license fee shall represent Fastlink's proportional share of the
budgeted annual operating expenses of the Telecommunications Regulatory
Commission, plus amortized amounts of capital expenditure, incurred by the
Telecommunications Regulatory Commission in regulatory operations related to the
service provided by Fastlink, excluding radio spectrum management costs.


    INTERCONNECTION.  Fastlink has an interconnection agreement with the
national wireline service provider in Jordan.

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  There are no government
restrictions on our ability to transfer our ownership interests in Fastlink.
There are no significant restrictions on foreign ownership of telecommunications
companies or the repatriation of earnings from such ownership.


    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  There are no significant government
restrictions on converting Jordanian dinars into U.S. dollars.


  AZERBAIJAN


    OVERVIEW.  Generally, the telecommunications industry in Azerbaijan remains
largely state-controlled, although we believe privatization plans may be
developed later this year. However, the cellular communications sector of the
telecommunications industry is an exception to this rule. Currently, two
cellular communication providers operate in Azerbaijan, the first of which
commenced its operations in 1994.


                                      209
<PAGE>
    REGULATORY BODIES/ENFORCEMENT.  The Ministry of Communications regulates
telecommunications in Azerbaijan. The Ministry of Communications administers
Azerbaijan's communications law and is responsible for issuing most types of
telecommunications licenses. In addition, the State Radio Frequencies Commission
is authorized to issue radio frequency use permits to telecommunication
businesses.

    LICENSES.  Bakcell has a license, issued by the Ministry of Communications,
to provide wireless telecommunications services in the 900 MHz frequency range.
The license was granted in May 1996 and is valid until January 1, 2016, and is
renewable for 20-year periods.

    INTERCONNECTION.  Bakcell has an interconnection agreement with the
state-owned telephone company, Aztelecom, which allows mutual network access,
including access to Aztelecom's international and inter-city switches and its
domestic subscribers.

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  There are no restrictions on
foreign ownership of telecommunications companies or the repatriation of
earnings from such ownership. The communications law recognizes the right of
foreign individuals and legal entities to own and operate telecommunication
facilities, networks and devices.


    FOREIGN EXCHANGE/DIVIDENDS LIMITATIONS.  Companies organized under
Azerbaijani law are subject to Azerbaijan's currency control law, which is
administered by Azerbaijan's central bank, the National Bank of Azerbaijan. The
currency control law allows the National Bank of Azerbaijan to place
restrictions on transactions involving payment in foreign currency on terms of
more than 180 days for orders placed abroad and on certain advance payments made
in foreign currency for goods ordered from abroad. There are also certain
restrictions on transfers of funds in foreign currency designated for the
purchase of foreign securities, direct foreign investment and ownership of
immovable property located abroad. At present, the National Bank of Azerbaijan
has not exercised its right to impose these restrictions. Payment of dividends
is not restricted by the currency control legislation or by the communications
law but dividend payments are generally subject to a 15% withholding tax rate
although this rate varies according to the terms of various double-taxation
treaties.


ASIA OPERATIONS

  HONG KONG

    OVERVIEW.  Hong Kong was one of the first cities in the world to establish
wireless communications services. Hong Kong's wireless communications market has
been private from inception and is highly competitive, with six wireless
operators currently providing services.

    REGULATORY BODIES/ENFORCEMENT.  The Telecommunications Authority of Hong
Kong is the principal telecommunications regulator in Hong Kong and is
responsible for administering the Hong Kong telecommunication law.

                                      210
<PAGE>

    The Office of the Telecommunications Authority, or OFTA, serves as the
executive arm of the Telecommunications Authority which oversees the regulation
of the telecommunications industry in Hong Kong and administers the provisions
of the Hong Kong telecommunications laws, which govern the establishment and
operation of all telecommunication services. The Hong Kong Information
Technology and Broadcasting Bureau is responsible for providing the necessary
regulatory framework and setting standards for the telecommunications industry
in Hong Kong as well as for the information technology, broadcasting and film
industries.



    LICENSES.  Under the Hong Kong telecommunications law, persons that
establish and maintain a means of telecommunication in Hong Kong are, subject to
certain exemptions, required to obtain a licence from the Hong Kong
Telecommunications Authority. Under the current Hong Kong telecommunications
regulatory regime, a mobile communications business requires a Public
Radiocommunications Services license. That licence is non-exclusive and the
licensee must operate in a manner satisfactory to the Hong Kong
Telecommunications Authority in accordance with the specifications contained in
the license.



    INTERCONNECTION.  Hutchison Telephone has interconnection agreements with
significant telecommunications operators in Hong Kong.



    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  There are no government
restrictions on our ability to transfer our ownership interests in Hutchison
Telephone. There are no significant restrictions on foreign ownership of
telecommunications companies or the repatriation of earnings from such
ownership.



    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  There are no significant government
restrictions on converting Hong Kong dollars into U.S. dollars or the payment or
repatriation of dividends.


    RECENT REGULATORY DEVELOPMENTS.  The Legislative Council of Hong Kong has
passed the Telecommunication (Amendment) Ordinance 2000 which has been in force
since June 16, 2000. The ordinance aims to strengthen the pro-competition powers
of the Hong Kong Telecommunications Authority. The ordinance introduces, for the
first time, laws in the telecommunications sector prohibiting specified
anti-competitive practices, giving the Telecommunications Authority power to
regulate interconnection activity and regulating access rights to ensure the
ability of wireless communications companies to place the equipment necessary
for the operation of their networks.

    In March 2000, the Hong Kong Telecommunications Authority issued an industry
consultation paper seeking public views on the future licensing and regulatory
framework for 3G mobile services in Hong Kong.

  PAKISTAN

    OVERVIEW.  The government of Pakistan started the deregulation of the state
controlled telecommunication industry with the issuance in the early 1990s of
three

                                      211
<PAGE>
cellular mobile licenses, including one to Mobilink. These licenses were issued
for initial periods of 15 years, subject to termination for violation of license
terms. The licenses provide that during the initial period, no other cellular
licenses would be issued by the government of Pakistan. This exclusivity,
however, was subsequently withdrawn through an amendment to the law, and a
fourth license was issued to a subsidiary of Pakistan Telecommunication Company
Limited, or PTCL, which has announced that it will commence service sometime in
early 2001. In 1996, the Pakistani government began the privatization of the
Pakistani fixed line national telecommunications system.

    REGULATORY BODIES/ENFORCEMENT.  The Pakistan Telecommunication Authority
regulates telecommunication services in Pakistan and is required by the
Pakistani telecommunication law to ensure that the rights of the licensees and
consumers are duly protected.


    LICENSE.  Mobilink has been granted a license to establish, maintain and
operate a cellular mobile telephone system within the territory of Pakistan. The
license expires in 2007 and may be renewed at the discretion of the government
of Pakistan and the Pakistan Telecommunication Authority subject to satisfactory
performance. Mobilink has also been issued licenses to establish, maintain and
operate trunked radio service and voice mail service. Mobilink is required by
its license, and the applicable laws, to maintain confidentiality of
communications. In addition, Mobilink is required to pay a royalty of
approximately four percent of its gross sales revenue and approximately four
percent of net profit after tax.


    INTERCONNECTION.  Mobilink has entered into an interconnect agreement with
PTCL, the exclusive provider of wireline telephone services in Pakistan. This
agreement entitles Mobilink to the benefit of any more favorable terms which may
be agreed upon by PTCL and other operators. The interconnect agreement comes up
for renewal in September 2000. In the event that PTCL refuses to renew this
agreement, recourse can be made to the Pakistan Telecommunication Authority,
which is authorized by the terms of the telecommunications law to provide
guidelines for and to determine the terms of interconnection arrangements
between licensees.

    TRANSFER RESTRICTIONS/FOREIGN OWNERSHIP.  There are no government
restrictions on our ability to transfer our ownership interests in Mobilink. The
license in favor of Mobilink recognizes the fact that there is substantial
foreign investment involved in Mobilink and expressly permits repatriation of
foreign capital and remittance of profits under Pakistani laws, including the
Foreign Exchange Regulation Act 1947 and the Foreign Private Investment
Promotion and Protection Act 1976. Under those statutes and the regulations
issued by the State Bank of Pakistan, shares of Mobilink held by nonresidents
are issued on a repatriable basis and can be transferred to other nonresidents
on the same basis, subject to the condition that consideration should be paid in
foreign currency outside of Pakistan.

                                      212
<PAGE>
    FOREIGN EXCHANGE/DIVIDEND LIMITATIONS.  The nonresident shareholders of
Mobilink, including us, are entitled to repatriate the proceeds out of Pakistan
if their shares are sold, and the dividend payments received on their shares, by
obtaining foreign currency through the State Bank of Pakistan Authorized
Dealers. For a period of time, starting in May 1998, the State Bank of Pakistan
stopped offering this facility but has now restored the facility. Pakistan also
has an open foreign exchange market in which its currency can be freely
converted into foreign currency. However, foreign currency is generally traded
in this legal open foreign exchange market at a premium from the official
exchange rate fixed/sanctioned by the State Bank of Pakistan Authorized Dealers.


    Companies, such as Mobilink, are permitted by the Companies Ordinance 1984
to declare dividends out of their profits. Dividends are recommended by the
board of directors and are approved or declared by the shareholders. The
shareholders may not declare dividends in excess of the amount recommended by
the directors. Dividends paid to U.S. residents are subject to withholding tax
of 15%.


    MONOPOLIES RESTRICTION.  Under the 1970 Monopolies and Restrictive Trade
Practices Ordinance, the Monopolies Control Authority can require a private
company, such as Mobilink, having assets in excess of certain specified limits,
to convert itself into a public company in which no individual controls 50% or
more of the shares. Generally, due to judgments by the High Courts and recent
policy of the Government of Pakistan, the Monopolies Control Authority does not
require companies having substantial foreign equity to convert themselves into
public companies.

                                      213
<PAGE>
                             PRINCIPAL STOCKHOLDER


    Prior to this offering, all of the outstanding shares of our common stock
will be owned by Motorola. After this offering, Motorola will own approximately
84.5% of the outstanding shares of our common stock, or about 82.6% if the
underwriters exercise their over-allotment options in full. Except for Motorola,
we are not aware of any person or group that will beneficially own more than 5%
of the outstanding shares of our common stock following this offering.
Motorola's executive offices are located at 1303 East Algonquin Road,
Schaumburg, Illinois 60196. Its telephone number is (847) 576-5000.


                          DESCRIPTION OF CAPITAL STOCK


    Under our restated certificate of incorporation, our authorized capital
stock is 505,000,000 shares, of which 500,000,000 shares are common stock, par
value $0.01 per share, and 5,000,000 shares are preferred stock, par value $0.01
per share.



    The following descriptions are summaries of the material terms of our
restated certificate of incorporation and bylaws. Our restated certificate of
incorporation and bylaws are filed with the SEC as exhibits to the registration
statement of which this prospectus is a part.


COMMON STOCK

    Holders of our common stock will be entitled to one vote per share held of
record with respect to each matter presented to our stockholders on which the
holders of our common stock are entitled to vote. Subject to preferences granted
to outstanding series of preferred stock, if any, or as may otherwise be
required by law or the restated certificate of incorporation, the common stock
will be the only capital stock we issue which is entitled to vote in the
election of directors. The common stock will not have cumulative voting rights.

    Subject to preferences granted to outstanding series of preferred stock, if
any, holders of our common stock are entitled to receive any dividends as may be
lawfully declared by our board of directors. Upon our liquidation, dissolution
or winding up, whether voluntary or involuntary, holders of our common stock
will be entitled to receive any assets that are available for distribution to
stockholders after payment of the full amounts necessary to satisfy any
preferential or participating rights of holders of each outstanding series of
preferred stock, if any.

    Our outstanding shares of common stock are, and the shares of common stock
being offered in this offering will be upon payment therefor, fully paid and
nonassessable. Holders of our common stock will have no preemptive, subscription
or conversion rights. Our board may issue additional shares of authorized common
stock from time to time, without approval of our stockholders, except as
required by applicable stock exchange requirements.

                                      214
<PAGE>
PREFERRED STOCK

    Our board has the authority, without approval of our stockholders, to cause
shares of preferred stock to be issued from time to time in one or more series.
The board may also fix the numbers of shares of each series and the designation,
powers, privileges, preferences and rights of the shares of each such series,
which may differ by series.

    The issuance of preferred stock, while providing the desired flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of making it more difficult for a third party to acquire, or
discourage a third party from attempting to acquire, a majority of our
outstanding voting stock. For example, a business combination could be impeded
by the issuance of a series of preferred stock containing class voting rights
that would enable the holder or holders of that series to block any proposed
transaction. In addition, under some circumstances, the issuance of preferred
stock could adversely affect the voting power of the holders of the common
stock. Although our board is required to make any determination to issue any
series of preferred stock based on its judgment as to the best interests of our
stockholders, it could act in a manner that would discourage an acquisition
attempt or other transaction that some, or a majority, of our stockholders might
believe to be in their best interests or in which our stockholders might receive
a premium for their stock over prevailing market prices. Our board does not at
present intend to seek stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or applicable stock exchange
requirements.

    No shares of preferred stock are currently outstanding, and we have no
current plans to issue any shares of preferred stock.

LIMITATION ON LIABILITY OF DIRECTORS


    Our restated certificate of incorporation provides, as authorized by
Section 102(b)(7) of the Delaware General Corporation Law that a director of
Propel will not be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability imposed
by law, as in effect from time to time:


    - for any breach of the director's duty of loyalty to us or our
      stockholders;

    - for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law;


    - for unlawful payments of dividends or unlawful stock repurchases or
      redemptions as provided in Section 174 of the Delaware General Corporation
      Law; or


    - for any transaction from which the director derived an improper
      personal benefit.

                                      215
<PAGE>
    The inclusion of this provision in the restated certificate of incorporation
may have the effect of reducing the likelihood of derivative litigation against
our directors, and may discourage or deter our shareholders or management from
bringing a lawsuit against our directors for breach of their duty of care, even
though an action, if successful, might otherwise have benefited us and
our stockholders.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW


    We have elected to be governed by the provisions of Section 203 of the
Delaware General Corporation Law following the time when Motorola directly or
indirectly ceases to be the owner, in the aggregate, of voting stock
representing 50% or more of the votes entitled to be cast by the holders of all
of our then outstanding shares of voting stock. Generally, Section 203 prohibits
a publicly held Delaware corporation from engaging in a business combination
with an interested stockholder for a period of three years after the time such
stockholder became an interested stockholder, unless:


    - prior to that time, the board of directors of the corporation approved
      either the business combination or the transaction which resulted in the
      stockholder becoming an interested stockholder;

    - upon consummation of the transaction which resulted in the stockholder
      becoming an interested stockholder, the interested stockholder owned at
      least 85% of the voting stock of the corporation outstanding at the time
      the transaction commenced; or

    - at or subsequent to such time, the business combination is approved by the
      board of directors and authorized by the affirmative vote of at least
      66 2/3% of the outstanding voting stock that is not owned by the
      interested stockholder.


Under Section 203 of the Delaware General Corporation Law, a business
combination includes:


    - any merger or consolidation of the corporation with the interested
      stockholder;

    - any sale, lease, exchange or other disposition, except proportionately as
      a stockholder of the corporation, to or with the interested stockholder of
      assets of the corporation having an aggregate market value equal to 10% or
      more of either the aggregate market value of all the assets of the
      corporation or the aggregate market value of all the outstanding stock of
      the corporation;

    - specified transactions resulting in the issuance or transfer by the
      corporation of stock of the corporation to the interested stockholder;

    - specified transactions involving the corporation which have the effect of
      increasing the proportionate share of the stock of any class or series of
      the corporation which is owned by the interested stockholder; or

                                      216
<PAGE>
    - specified transactions in which the interested stockholder receives
      financial benefits provided by the corporation.


Under Section 203 of the Delaware General Corporation Law, an interested
stockholder generally is


    - any person that owns 15% or more of the outstanding voting stock of
      the corporation;

    - any person that is an affiliate or associate of the corporation and was
      the owner of 15% or more of the outstanding voting stock of the
      corporation at any time within the three-year period prior to the date on
      which it is sought to be determined whether such person is an interested
      stockholder; and

    - the affiliates or associates of any such person.

Motorola and its affiliates, however, are excluded from the definition of
interested stockholder under the terms of Section 203. Under some circumstances,
Section 203 makes it more difficult for a person who would be an interested
stockholder to effect various business combinations with a corporation for a
three-year period.

MATERIAL PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS

    Our bylaws contain provisions requiring that advance notice be delivered to
us of any business to be brought by any stockholder before an annual meeting of
stockholders and providing for certain procedures to be followed by our
stockholders in nominating persons for election to our board. Generally, such
advance notice provisions provide that the stockholder must give written notice
to our secretary not less than 90 days nor more than 120 days before the
scheduled date of our annual meeting of stockholders. The notice must contain
specific information regarding the stockholder and the business desired to be
brought before the meeting or information regarding the proposed director
nominee, as described in the bylaws. This provision of our bylaws does not apply
to Motorola and its affiliates while it and its affiliates own more than a
majority of our common stock.


    Our restated certificate of incorporation provides that, except as may be
provided therein or in the resolution or resolutions providing for the issuance
of any series of preferred stock, the number of directors shall be fixed from
time to time exclusively pursuant to a resolution adopted by a majority of the
whole board as that term is defined in our restated certificate of
incorporation, but shall not be less than three. Our restated certificate of
incorporation provides for a classified board of directors, consisting of three
classes as nearly equal in size as practicable. Each class holds office until
the third annual stockholders' meeting for election of directors following the
most recent election of such class, except that the initial terms of the three
classes expire at the annual meeting of stockholders in 2001, 2002 and 2003,
respectively. Until the time when Motorola and its affiliates own less than a
majority of our outstanding stock, which we refer to as the trigger date, a
director of Propel may be


                                      217
<PAGE>

removed with or without cause. After the trigger date a director may be removed
only for cause.


    Our restated certificate of incorporation provides that after the trigger
date stockholders may not act by written consent in lieu of a meeting. After the
trigger date, special meetings of our stockholders may be called only by the
board and may not be called by the stockholders. The bylaws may be amended by
the board or at any annual or special meeting of the stockholders by the
affirmative vote of the holders of at least a majority of the aggregate voting
power of our outstanding capital stock entitled to vote, provided that amendment
of specified provisions of the bylaws require the affirmative vote of the
holders of at least 66 2/3% of the voting power of our outstanding capital stock
entitled to vote in the election of directors, which we refer to as the voting
stock.


    Our restated certificate of incorporation also contains a fair price
provision that applies following the time Motorola directly or indirectly ceases
to be the owner, in the aggregate, of voting stock representing 50% or more of
the votes entitled to be cast by the holders of all of our then outstanding
shares of voting stock. The fair price provision applies to specified business
combination transactions involving any person or group that has announced or
publicly disclosed a plan or intention to become the beneficial owner of at
least 10% of our outstanding voting stock, other than Motorola until immediately
following the date on which Motorola shall cease to be a beneficial owner of 10%
of the outstanding voting stock. The fair price provision requires the
affirmative vote of the holders of at least 66 2/3% of the voting stock not
beneficially owned by the interested stockholder or the approval by a majority
of our continuing directors, as defined in our restated certificate of
incorporation, to approve business combination transactions between the
interested stockholder and Propel or its subsidiaries, or approve any agreement
or other arrangement providing for such business combination transactions,
including:


    - any merger or consolidation;

    - any sale, lease, exchange, mortgage, pledge, transfer or other disposition
      or other arrangement with or for the benefit of the interested shareholder
      involving the assets of Propel or its subsidiaries having a fair market
      value of $25 million or more;

    - the adoption of any plan or proposal for our liquidation or dissolution or
      any change to or exchange of our capital stock; and

    - specified reclassifications of our securities or our recapitalization.

                                      218
<PAGE>
    This voting requirement will not apply to transactions, including any
transaction involving the payment of consideration to holders of our outstanding
capital stock in which the following conditions, among others, are met:

    - the consideration to be received by the holders of each class of our
      capital stock is at least equal to the greater of:

       (x) the highest per share price paid for shares of such class by the
              interested stockholder in the two years prior to the proposed
              business combination or in the transaction in which it became an
              interested stockholder, whichever is higher; or

       (y) the fair market value of the shares of such class on the date of the
              announcement of the proposed business combination or the date on
              which it became an interested stockholder, whichever is higher;
              and

    - the consideration to be received by the holders of each class of our
      capital stock is in the same form and amount as that paid by the
      interested stockholder in connection with its acquisition of that class of
      capital stock.

This provision could have the effect of delaying or preventing a change in
control of Propel in a transaction or series of transactions that did not
satisfy the fair price criteria.

    The provisions of our restated certificate of incorporation relating to our
board of directors, the limitation of actions by our stockholders taken by
written consent, the calling of special meetings and other stockholder actions
and proposals, and the amendment of specified provisions of our bylaws by our
stockholders may be amended only by the affirmative vote of the holders of at
least 80% of the voting stock. The "fair price" provisions may be amended by the
affirmative vote of the holders of at least 66 2/3% of the voting stock,
excluding the interested stockholder, unless such amendment is unanimously
recommended by our Board of Directors, a majority of whom are continuing
directors.


    The foregoing provisions of our restated certificate of incorporation and
bylaws, together with the provisions of Section 203 of the Delaware General
Corporation Law, could have the following effects, among others:


    - delaying, deferring or preventing a change in control;

    - delaying, deferring or preventing the removal of existing management;

    - deterring potential acquirors from making an offer to our stockholders;
      and

    - limiting any opportunity of our stockholders to realize premiums over
      prevailing market prices of our common stock in connection with offers by
      potential acquirors.

This could be the case notwithstanding that a majority of our stockholders might
benefit from such a change in control or offer.

                                      219
<PAGE>
MATERIAL TRANSACTIONS AND CORPORATE OPPORTUNITIES


    Our restated certificate of incorporation sets forth various provisions
which regulate and define the conduct of our specified business and affairs,
from the time of the completion of the offering until the time Motorola ceases
to be the owner of at least five percent of the voting power that may be
exercised by all the outstanding shares of our common stock. These provisions
serve to determine and delineate our and Motorola's respective rights and
duties, including Motorola's affiliated companies, and of our specified
directors and officers, in anticipation that:


    - those directors, officers and employees of Motorola may serve as our
      directors;


    - Motorola engages in, and is expected to continue to engage in, lines of
      business that are the same, similar or related to, overlap or compete with
      our lines of business; and


    - we and Motorola will engage in material business transactions, including
      without limitation pursuant to the WDS distribution agreement.


    We may, from time to time, enter into and perform agreements with Motorola
to engage in any transaction, to compete or not to compete with each other or to
allocate, or to cause each of our respective directors, officers and employees
to allocate, corporate opportunities between themselves. Our restated
certificate of incorporation provides that no such agreement, or the performance
of any such agreement, shall be considered contrary to any fiduciary duty of
Motorola, as our controlling shareholder, any of its affiliates or any of our or
our affiliates' directors, officers or employees who is also a director, officer
or employee of Motorola or any of its affiliates, if:



    - that agreement was entered into before we ceased to be wholly owned
      subsidiary of Motorola and is continued in effect after that time; or



    - the agreement or transaction was approved, after being made aware of the
      material facts of the relationship between us and Motorola and the
      material terms and facts of the agreement or transaction, by:



       - our board of directors, by affirmative vote of a majority of directors
         who are not persons or entities with a material financial interest in
         the transaction, an interested person;



       - by a committee of our board of directors consisting of members who are
         not interested persons, by affirmative vote of a majority of those
         members; or



       - by one or more of our officers or employees who is not an interested
         person and who was authorized by our board of directors or committee
         thereof, as outlined in the above subparagraphs; or



    - the agreement or transaction was fair to us as of the time we entered into
      it; or


                                      220
<PAGE>

    - the agreement or transaction was approved by the affirmative vote of the
      holders of a majority of the shares of our common stock entitled to vote,
      excluding Motorola, any of its affiliates and any interested person.



    Our restated certificate of incorporation also provides that no such
agreement, or the performance of any such agreement, shall be considered
contrary to any fiduciary duty of Motorola, as our controlling shareholder, any
of its affiliates or any directors or officers of our affiliates, who is also a
director or officer of Motorola or any of its affiliates, if such director,
officer acts in a manner consistent with the following policy:



    - a corporate opportunity offered to any person who is a director or officer
      of Propel, and who is also a director or officer of Motorola, shall belong
      to Propel if such opportunity is expressly offered to such person in
      writing solely in his or her capacity as a director or officer of Propel.



    - otherwise, such corporate opportunity shall belong to Motorola.



    The provisions of our restated certificate of incorporation with regard to
these transactions or corporate opportunities shall terminate at such time as
when Motorola shall cease to be the owner of at least five percent of the voting
power that may be exercised by all the outstanding shares of our common stock;
provided, however, that any termination shall not terminate the effect of these
provisions with respect to:


    - any agreement between us and Motorola or any affiliated company that was
      entered into before that time or any transaction entered into in the
      performance of the agreement, whether entered into before or after that
      time; or

    - any transaction entered into between us and Motorola or any affiliated
      company or the allocation of any opportunity between us before that time.

TRANSFER AGENT AND REGISTRAR


    Our transfer agent and registrar for our common stock is Computershare
Investor Services, LLC.


                                      221
<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE


    The 23,500,000 shares of our common stock sold in the offering,
or 27,025,000 shares if the underwriters exercise their over-allotment options
in full, will be freely tradeable without restriction under the Securities Act,
except for any shares which may be acquired by an "affiliate" of Propel as that
term is defined in Rule 144 under the Securities Act, which shares will remain
subject to the resale limitations of Rule 144.



    The shares of our common stock that will continue to be held by Motorola
after the offering constitute "restricted securities" within the meaning of
Rule 144, and will be eligible for sale by Motorola in the open market after the
offering, subject to certain contractual lockup provisions and the applicable
requirements of Rule 144, both of which are described below. We have granted
registration rights to Motorola. For more information about these rights, see
"Our Relationship with Motorola--Registration Rights Agreement" on page 174.


    Generally, Rule 144 provides that a person who has beneficially owned
restricted securities for at least one year will be entitled to sell on the open
market in brokers' transactions within any three-month period a number of shares
that does not exceed the greater of:

    - 1% of the then outstanding shares of common stock; and

    - the average weekly trading volume in the common stock on the open market
      during the four calendar weeks preceding such sale.

Sales under Rule 144 are also subject to certain post-sale notice requirements
and the availability of current public information about us.

    In the event that any person other than Motorola who is deemed to be an
affiliate purchases shares of our common stock pursuant to the offering or
acquires shares of our common stock pursuant to our employee benefit plan, those
shares are required under Rule 144 to be sold in brokers' transactions, subject
to the volume limitations described above. Shares properly sold in reliance upon
Rule 144 to persons who are not affiliates are thereafter freely tradable
without restriction or registration under the Securities Act.

    Sales of substantial amounts of our common stock in the open market, or the
availability of shares for sale, could adversely affect the market price of our
common stock. Motorola has announced that it currently plans to complete our
divestiture by distributing all of the shares of our common stock which it owns
to the holders of its common stock. The shares to be distributed by Motorola
will be eligible for immediate resale in the public market without restrictions
by persons other than our affiliates who would be subject to the restrictions of
Rule 144 described above other than the one-year holding period requirement.

                                      222
<PAGE>
LOCKUP AGREEMENTS


    We and Motorola and all of our executive officers and directors and our
employees holding shares of common stock or options exercisable following this
offering have signed agreements under which we and they have agreed not to
transfer, dispose of or hedge, any shares of common stock or any securities
convertible into, exercisable or exchangeable for shares of common stock, for a
period of 180 days after the date of this prospectus without the prior consent
of the representatives of the underwriters. We currently expect that
approximately     shares of our common stock will be subject to these lockup
agreements.



STOCK OPTION PLANS



    Following the completion of this offering, we intend to file a registration
statement on Form S-8 under the Securities Act covering 15,500,000 shares of
common stock reserved for issuance under our stock option plans. We intend to
file the registration statement as soon as possible after the completion of this
offering. Accordingly, shares registered under the registration statement will,
subject to vesting provisions, Rule 144 volume limitations and lockup
agreements, in each case, as applicable, be available for sale in the open
market immediately after the consummation of this offering.


REGISTRATION RIGHTS


    Pursuant to a registration rights agreement, upon completion of this
offering, Motorola, the holder of approximately 128,000,000 shares of our common
stock, is entitled to request that we register their shares under the Securities
Act or have their shares included in a future registration statement, which we
may file. After these shares are registered, they will become freely tradable
without restriction under the Securities Act. Motorola has informed us that it
currently intends to divest itself of the remaining shares of our common stock
that it owns by distributing these shares to the holders of its common stock. A
distribution of a substantial amount of our common stock by Motorola could
adversely affect the market price of our stock. For a description of these
rights, see "Our Relationship with Motorola--Registration Rights Agreement" on
page 174.


                                      223
<PAGE>
           MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS

GENERAL


    The following is a general discussion of the principal U.S. federal income
and estate tax consequences of the ownership and disposition of our common stock
by a Non-U.S. Holder. For this purpose, the term "Non-U.S. Holder" is defined as
any person or entity that is, for U.S. federal income tax purposes, a foreign
corporation, a nonresident alien individual, a foreign partnership or a foreign
estate or trust. This discussion is based on currently existing provisions of
the tax code, existing, temporary and proposed Treasury regulations promulgated
thereunder, and administrative and judicial interpretations thereof, all as in
effect or proposed on the date hereof and all of which are subject to change,
possibly with retroactive effect, or different interpretations. This discussion
is limited to Non-U.S. Holders who hold shares of our common stock as capital
assets within the meaning of section 1221 of the tax code. Moreover, this
discussion is for general information only and does not address all of the tax
consequences that may be relevant to particular Non-U.S. Holders in light of
their personal circumstances, nor does it discuss certain tax provisions which
may apply to individuals who relinquish their U.S. citizenship or residence.


    An individual may, subject to certain exceptions, be deemed to be a resident
alien as to the United States, as opposed to a nonresident alien, by virtue of
being present in the United States for at least 31 days in the calendar year and
for an aggregate of at least 183 days during a three-year period ending in the
current calendar year. For such purposes all of the days present in the current
year, one-third of the days present in the immediately preceding year, and
one-sixth of the days present in the second preceding year are counted. Resident
aliens are subject to U.S. federal income tax as if they were U.S. citizens.

    EACH PROSPECTIVE PURCHASER OF COMMON STOCK IS ADVISED TO CONSULT A TAX
ADVISOR WITH RESPECT TO CURRENT AND POSSIBLE FUTURE TAX CONSEQUENCES OF
PURCHASING, OWNING AND DISPOSING OF COMMON STOCK AS WELL AS ANY TAX CONSEQUENCES
THAT MAY ARISE UNDER THE LAWS OF ANY U.S. STATE, MUNICIPALITY OR OTHER TAXING
JURISDICTION, OR NON-U.S. TAXING JURISDICTION.

DISTRIBUTIONS




    We do not intend to pay dividends on our common stock in the foreseeable
future. However, if distributions are paid on shares of common stock, these
distributions generally will constitute dividends for U.S. federal income tax
purposes to the extent paid from our current or accumulated earnings and
profits, as determined under U.S. federal income tax principles. To the extent
these distributions exceed those earnings and profits, the distributions will
constitute a return of capital that is applied against, and will reduce, your
basis in our common stock, but not below zero, and then will be treated as gain
from the sale of our stock. Dividends paid to a Non-U.S. Holder of our common
stock will be subject to withholding of


                                      224
<PAGE>

U.S. federal income tax at a 30% rate or such lower rate as may be specified by
an applicable income tax treaty. To claim the benefit of a lower federal income
tax rate under an income tax treaty, a Non-U.S. Holder of common stock must
properly file with the payor an IRS Form 1001 or Form W-8 BEN, or substitute
form, claiming or certifying to an exemption from or reduction in withholding
under such tax treaty.


    Currently, withholding is generally imposed on the gross amount of a
distribution, regardless of whether we have sufficient earnings and profits to
cause the distribution to be a dividend for U.S. federal income tax purposes.
However, withholding on distributions made after December 31, 2000 may be on
less than the gross amount of the distribution if the distribution exceeds a
reasonable estimate made by us of our accumulated and current earnings and
profits.

    Any dividends paid on shares of common stock to a Non-U.S. Holder will not
be subject to withholding tax, but instead are subject to U.S. federal income
tax on a net basis at applicable graduated individual or corporate rates if:

    - dividends are effectively connected with the conduct of a trade or
      business by the Non-U.S. Holder within the United States and, where a tax
      treaty applies, are attributable to a U.S. permanent establishment of the
      Non-U.S. Holder; and

    - an IRS Form 4224 or Form W-8 ECI, or substitute form certifying the
      exemption, is filed with the payor.

Any such effectively connected dividends received by a foreign corporation may,
under certain circumstances, be subject to an additional United States "branch
profits tax" at a rate of 30% or such lower rate as may be specified by an
applicable income tax treaty.


    Unless the payor has knowledge to the contrary, dividends paid prior to
January 1, 2001 to an address outside the United States are presumed to be paid
to a resident of such country for purposes of the withholding discussed above
and for purposes of determining the applicability of a tax treaty rate. For
dividends paid after December 31, 2000, however, a Non-U.S. Holder generally
will be subject to U.S. backup withholding tax at a 31% rate under the backup
withholding rules described below, rather than at a 30% rate or a reduced rate
under an income tax treaty, as described above, unless the Non-U.S. Holder
complies with IRS certification procedures, or, in the case of payments made
outside the United States with respect to an offshore account, certain
documentary evidence procedures, directly or under specified circumstances
through an intermediary, to obtain the benefits of a reduced rate under an
income tax treaty with respect to dividends paid after December 31, 2000.
Special rules also apply to dividend payments made after December 31, 2000 to
foreign intermediaries, U.S. or foreign wholly owned entities that are
disregarded for U.S. federal income tax purposes and entities that are treated
as fiscally transparent in the U.S., the applicable income tax treaty
jurisdiction, or both.


                                      225
<PAGE>
    A Non-U.S. Holder of common stock eligible for a reduced rate of U.S.
withholding tax pursuant to an income tax treaty may obtain a refund of any
excess amounts withheld by filing a claim for refund with the IRS provided the
required information is furnished in a timely manner.

GAIN ON DISPOSITION OF COMMON STOCK

    A Non-U.S. Holder generally will not be subject to U.S. federal income tax
with respect to gain recognized on a sale or other disposition of common stock
unless:

    (1) the gain is effectively connected with a trade or business of the
       Non-U.S. Holder in the United States and, where a tax treaty applies, is
       attributable to a U.S. permanent establishment of the Non-U.S. Holder;

    (2) in the case of a Non-U.S. Holder who is an individual and holds the
       common stock as a capital asset, such holder is present in United States
       for 183 or more days in the taxable year of the sale or other disposition
       and certain other conditions are met; or


    (3) Propel is or has been a "U.S. real property holding corporation," for
       U.S. federal income tax purposes, at any time during the shorter of the
       five year period ending on the date of the disposition or the period
       during which the Non-U.S. Holder held the common stock, as discussed
       below.


    An individual Non-U.S. Holder who falls under clause (1) above will, unless
an applicable treaty provides otherwise, be taxed on his or her net gain derived
from the sale under regular graduated U.S. federal income tax rates. An
individual Non-U.S. Holder who falls under clause (2) above will be subject to a
flat 30% tax on the gain derived from the sale, which may be offset by certain
U.S. capital losses.


    A Non-U.S. Holder that is a foreign corporation falling under
clause (1) above will be taxed on its gain under regular graduated U.S. federal
income tax rates and may be subject to an additional branch profits tax equal to
30% of its effectively connected earnings and profits within the meaning of the
tax code for the taxable year, as adjusted for certain items, unless it
qualifies for a lower rate under an applicable income tax treaty.



    A corporation is a U.S. real property holding corporation if the fair market
value of the U.S. real property interests held by the corporation is 50% or more
of the aggregate fair market value of its U.S. and foreign real property
interests and any other assets used or held for use by the corporation in a
trade or business. Based on its current and anticipated assets, Propel believes
that it has never been, is not currently, and is likely not to become, a U.S.
real property holding corporation. However, since the determination of U.S. real
property holding corporation status is based upon the composition of the assets
of Propel from time to time, and because there are uncertainties in the
application of certain relevant rules, there can be no assurance that Propel
will not become a U.S. real property holding corporation in the future. If
Propel were to become a U.S. real property holding corporation, then gain


                                      226
<PAGE>

on the sale or other disposition of common stock by a Non-U.S. Holder generally
would be subject to U.S. federal income tax unless both


    - the common stock was "regularly traded" on an established securities
      market within the meaning of applicable Treasury regulations; and

    - the Non-U.S. Holder actually or constructively owned 5% or less of our
      common stock during the shorter of the five-year period preceding such
      disposition or the Non-U.S. Holder's holding period.


Non-U.S. Holders should consult their tax advisors concerning any U.S. tax
consequences that may arise if Propel were to become a U.S. real property
holding corporation.


FEDERAL ESTATE TAX

    Common stock owned or treated as owned by an individual that is not a U.S.
citizen or resident of the United States (as determined under U.S. federal
estate tax laws) at the time of death will be included in such holder's gross
estate for U.S. federal estate tax purposes, and may be subject to U.S. federal
estate tax unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

    Propel must report annually to the IRS and to each Non-U.S. Holder the
amount of dividends paid to such holder and the U.S. tax withheld with respect
to such dividends, regardless of whether withholding was required. Copies of the
information returns reporting such dividends and withholding may also be made
available to the tax authorities in the country in which the Non-U.S. Holder
resides under the provisions of an applicable income tax treaty or certain other
agreements.

    Backup withholding is imposed at the rate of 31% on certain payments to
persons that fail to furnish identifying information to the payer. Backup
withholding generally will not apply to dividends paid prior to January 1, 2001
to a Non-U.S. Holder at an address outside the United States unless the payer
has knowledge that the payee is a U.S. person. In the case of dividends paid
after December 31, 2000, the recently finalized Treasury Regulations pertaining
to U.S. federal withholding tax provide that a Non-U.S. Holder generally will be
subject to withholding tax at a 31% rate unless specified IRS certification
procedures, or, in the case of payments made outside the United States with
respect to an offshore account, documentary evidence procedures, are complied
with, directly or under certain circumstances through an intermediary.

    Backup withholding and information reporting generally will also apply to
dividends paid on common stock at addresses inside the United States to Non-U.S.
Holders that fail to provide identifying information in the manner required.
These recently finalized Treasury regulations for withholding provide
presumptions under

                                      227
<PAGE>
which a Non-U.S. Holder would be subject to backup withholding and information
reporting unless certification from the holder of its status is provided.

    Payment of the proceeds of a sale of common stock effected by or through a
U.S. office of a broker is subject to both backup withholding and information
reporting unless the beneficial owner provides the payer with its name and
address and certifies under penalties of perjury that it is a Non-U.S. Holder,
or otherwise establishes an exemption. In general, backup withholding and
information reporting will not apply to a payment of the proceeds of a sale of
common stock by or through a foreign office of a broker.

    If, however, such broker is, for U.S. federal income tax purposes, a U.S.
person, a controlled foreign corporation, or a foreign person that derives 50%
or more of its gross income for certain periods from the conduct of a trade or
business in the United States, or, in addition, for periods after December 31,
2000, a foreign partnership that at any time during its tax year either is
engaged in the conduct of a trade or business in the United States or has as
partners one or more U.S. persons that, in the aggregate, hold more than 50% of
the income or capital interest in the partnership, such payments will be subject
to information reporting, but not backup withholding, unless such broker has
documentary evidence in its records that the beneficial owner is a Non-U.S.
Holder and other specified conditions are met or the beneficial owner otherwise
establishes an exemption.

    Any amounts withheld under the backup withholding rules generally will be
allowed as a refund or a credit against the Non-U.S. Holder's U.S. federal
income tax liability provided the required information is furnished in a timely
manner to the IRS.

                                      228
<PAGE>
                                  UNDERWRITING


    Propel and the underwriters for the U.S. offering named below, the "U.S.
underwriters," have entered into an underwriting agreement with respect to the
shares being offered in the United States. Subject to certain conditions, each
U.S. underwriter has severally agreed to purchase the number of shares indicated
in the following table. Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated are the joint bookrunning managers and the representatives of the
U.S. underwriters. As joint bookrunning managers, on behalf of the underwriting
syndicate, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated will
record a list of potential investors that have expressed an interest in
purchasing shares of Propel as part of the offering.



<TABLE>
<CAPTION>
               Underwriters                 Number of Shares
               ------------                 ----------------
<S>                                         <C>
Goldman, Sachs & Co.......................
Morgan Stanley & Co. Incorporated.........
Chase Securities Inc. ....................
Credit Suisse First Boston Corporation....
Merrill Lynch, Pierce, Fenner & Smith
           Incorporated...................
Salomon Smith Barney Inc..................
ABN AMRO Rothschild LLC...................

                                               ----------
  Total...................................     23,500,000
                                               ==========
</TABLE>


    If the U.S. underwriters sell more shares than the total number set forth in
the table above, the U.S. underwriters have an option to buy up to an additional
      shares from Propel to cover such sales. They may exercise that option for
30 days. If any shares are purchased pursuant to this option, the U.S.
underwriters will severally purchase shares in approximately the same proportion
as set forth in the table above.


    The following tables show the per share and total underwriting discounts and
commissions to be paid to the U.S. underwriters by Propel. Such amounts are
shown assuming both no exercise and full exercise of the U.S. underwriters'
option to purchase 3,525,000 additional shares.


<TABLE>
<CAPTION>
                             Paid by Propel
                       ---------------------------
                       No Exercise   Full Exercise
                       -----------   -------------
<S>                    <C>           <C>
Per Share............  $             $
Total................  $             $
</TABLE>

                                      229
<PAGE>
    Shares sold by the U.S. underwriters to the public will initially be offered
at the initial public offering price set forth on the cover of this prospectus.
Any shares sold by the U.S. underwriters to securities dealers may be sold at a
discount of up to $           per share from the initial public offering price.
Any such securities dealers may resell any shares purchased from the U.S.
underwriters to certain other brokers or dealers at a discount of up to
$           per share from the initial public offering price. If all the shares
are not sold at the initial offering price, the representatives may change the
offering price and the other selling terms.


    A prospectus in electronic format will be made available on the web sites
maintained by one or more of the lead managers of this offering and may also be
made available on web sites maintained by the other underwriters. The
underwriters may agree to allocate a number of shares to underwriters for sale
to their online brokerage account holders. Internet distributions will be
allocated by the lead managers to underwriters that may make Internet
distributions on the same basis as other allocations.



    Propel and Motorola have entered into underwriting agreements with the
underwriters for the sale of       shares outside of the United States. The
terms and conditions of both offerings are the same and the sale of shares in
both offerings are conditioned on each other. Goldman Sachs International and
Morgan Stanley & Co. International Limited are representatives of the
underwriters for the international offering outside the United States as the
international underwriters. Propel has granted the international underwriters a
similar option to purchase up to an aggregate of an additional        shares.


    The underwriters for both of the offerings have entered into an agreement in
which they agree to restrictions on where and to whom they and any dealer
purchasing from them may offer shares as a part of a distribution of the shares.
The underwriters also have agreed that they may sell shares among each of the
underwriting groups.


    Propel and Motorola have agreed with the underwriters not to dispose of or
hedge any of their common stock or securities convertible into or exchangeable
for shares of common stock during the period from the date of this prospectus
continuing through the date 180 days after the date of this prospectus, except
with the prior written consent of the representatives. This agreement does not
apply to any existing employee benefit plans. See "Shares Eligible for Future
Sale" on page 220 for a discussion of certain transfer restrictions.


    Prior to the offerings, there has been no public market for the shares. The
initial public offering price has been negotiated among Propel and the
representatives. Among the factors to be considered in determining the initial
public offering price of the shares, in addition to prevailing market
conditions, will be Propel's historical performance, estimates of the business
potential and earnings prospects of Propel, an

                                      230
<PAGE>
assessment of Propel's management and the consideration of the above factors in
relation to market valuation of companies in related businesses.


    We have applied for quotation of the common stock on the Nasdaq National
Market under the symbol "PRPL."



    In connection with the offerings, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering.



    "Covered" short sales are sales made in an amount not greater than the
underwriters' option to purchase additional shares from Propel in the offering.
The underwriters may close out any covered short position by either exercising
their option to purchase additional shares or purchasing shares in the open
market. In determining the source of shares to close out the covered short
position, the underwriters will consider, among other things, the price of
shares available for purchase in the open market as compared to the price at
which they may purchase shares through the over-allotment option.


    "Naked" short sales are any sales in excess of such option. The underwriters
must close out any naked short position by purchasing shares in the open market.
A naked short position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of the common stock
in the open market after pricing that could adversely affect investors who
purchase in the offering.

    Stabilizing transactions consist of various bids for or purchases of common
stock made by the underwriters in the open market prior to the completion of the
offering.

    The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.


    Purchases to cover a short position and stabilizing transactions may have
the effect of preventing or retarding a decline in the market price of Propel's
stock, and together with the imposition of the penalty bid may stabilize,
maintain or otherwise affect the market price of the common stock. As a result,
the price of the common stock may be higher than the price that otherwise might
exist in the open market. If these activities are commenced, they may be
discontinued at any time. These transactions may be effected on Nasdaq, in the
over-the-counter market or otherwise.


    The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.


    Propel estimates that its share of the total expenses of the offerings,
excluding underwriting discounts and commissions, will be approximately
$        . The underwriters will reimburse Propel for a portion of these
expenses.


                                      231
<PAGE>

    Propel and Motorola have agreed to indemnify the several underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.


    This prospectus may be used by the underwriters and other dealers in
connection with offers and sales of the shares, including sales of shares
initially sold by the underwriters in the offering being made outside of the
United States, to persons located in the United States.

    From time to time, Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated have provided, and continue to provide, investment banking services
to Motorola, Propel and some of the operating companies for which they have
received customary fees and commissions.

                                 LEGAL MATTERS


    The validity of the common stock offered hereby and certain other legal
matters will be passed upon for us by Kirkland & Ellis, a partnership including
professional corporations, Chicago, Illinois. Certain legal matters will be
passed upon for the underwriters by Shearman & Sterling, New York, New York.


                                    EXPERTS


    The consolidated financial statements of Propel, Inc. and subsidiaries as of
December 31, 1998 and 1999 and for each of the years in the three year period
ended December 31, 1999, have been included in the registration statement, of
which this prospectus forms a part, in reliance upon the report of KPMG LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG LLP indicates reliance on
other auditors with respect to financial statements of certain affiliates of
Propel that are accounted for in Propel's consolidated financial statements
using the equity method of accounting, as indicated in their report. Such report
indicates that it is subject to the consummation of the transaction described in
note 18 of the notes to the consolidated financial statements.



    The financial statements of Compania de Radiocomunicaciones Moviles S.A. as
of December 31, 1998 and 1999, and for each of the years in the three-year
period ended December 31, 1999, have been included in the registration statement
of which this prospectus forms a part in reliance upon the report of
PricewaterhouseCoopers, independent accountants, given upon the authority of
said firm as experts in accounting and auditing.


    The financial statements of Baja Celular Mexicana, S.A. de C.V. as of
December 31, 1998 and 1999, and for each of the years in the three-year period
ended December 31, 1999, have been included in the registration statement of
which this prospectus forms a part in reliance upon the report of
Mancera-Ernst & Young International, independent auditors, and upon the
authority of said firm as experts in accounting and auditing.

                                      232
<PAGE>

    The financial statements of Entel Telefonia Personal S.A. as of
December 31, 1998 and 1999, and for each of the years in the three-year period
ended December 31, 1999, have been included in the registration statement of
which this prospectus forms a part in reliance upon the report of
Deloitte & Touche, independent auditors, and upon the authority of said firm as
experts in accounting and auditing.



    The financial statements of Abiatar S.A. as of December 31, 1998 and 1999,
and for each of the years in the three-year period ended December 31, 1999, have
been included in the registration statement of which this prospectus forms a
part in reliance upon the report of PricewaterhouseCoopers, independent
accountants, given upon the authority of said firm as experts in accounting and
auditing.


    The financial statements of Pelephone Communications Ltd. as of
December 31, 1998 and 1999, and for the period from inception on May 5, 1998
through December 31, 1998 and the year ended December 31, 1999, have been
included in the registration statement of which this prospectus forms a part in
reliance upon the report of Somekh Chaikin (a member firm of KPMG
International), independent auditors, and upon the authority of said firm as
experts in accounting and auditing.

    The financial statements of MobiNil For Telecommunications as of
December 31, 1998 and 1999, and for each of the years in the two-year period
ended December 31, 1999, have been included in the registration statement of
which this prospectus forms a part in reliance upon the report of KPMG Hazem
Hassan, independent auditors, and upon the authority of said firm as experts in
accounting and auditing.

    The financial statements of UAB Omnitel as of December 31, 1998 and 1999,
and for each of the years in the three-year period ended December 31, 1999, have
been included in the registration statement of which this prospectus forms a
part in reliance upon the report of KPMG Lietuva, independent auditors, and upon
the authority of said firm as experts in accounting and auditing.

    The financial statements of Pella Investment Company as of December 31, 1998
and 1999, and for each of the years in the three-year period ended December 31,
1999, have been included in the registration statement of which this prospectus
forms a part in reliance upon the report of Saba & Co., independent auditors,
and upon the authority of said firm as experts in accounting and auditing.


    The financial statements of Hutchison Telephone Company Limited as of
December 31, 1998 and 1999, and for each of the years in the three-year period
ended December 31, 1999, have been included in the registration statement of
which this prospectus forms a part in reliance upon the report of
PricewaterhouseCoopers, independent auditors, and upon the authority of said
firm as experts in accounting and auditing.


                                      233
<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION

    We have filed with the Securities and Exchange Commission, Washington, D.C.
20549, a registration statement, of which this prospectus is a part, under the
Securities Act relating to the common stock we are offering. This prospectus
does not contain all of the information that is in the registration statement.
For further information with respect to the company and its common stock, you
should refer to the registration statement and its exhibits and schedules. You
may review and copy our registration statement, including its exhibits and
schedules at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the SEC located at 7 World
Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Information on the
operation of the Public Reference Room may be obtained by calling the Commission
at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, such as us, that file electronically
with the SEC.


    As a result of the offering, we will become subject to the full
informational requirements of the Securities Exchange Act. We will fulfill our
obligations with respect to such requirements by filing periodic reports and
other information with the SEC. We intend to furnish our shareholders with
annual reports containing consolidated financial statements certified by an
independent public accounting firm.


                                      234
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ----
<S>                                                           <C>
PROPEL, INC. AND SUBSIDIARIES...............................      F-1-1

  Report of Independent Auditors............................      F-1-3

  Consolidated Balance Sheets as of December 31, 1998 and
    1999 and March 31, 2000 (unaudited).....................      F-1-5

  Consolidated Statements of Operations for 1997, 1998 and
    1999 and the three months ended March 31, 1999 and 2000
    (unaudited).............................................      F-1-7

  Consolidated Statements of Stockholder's Equity and
    Comprehensive Income (Loss) for 1997, 1998 and 1999 and
    six months ended March 31, 1999 and 2000 (unaudited)....      F-1-8

  Consolidated Statements of Cash Flows for 1997, 1998 and
    1999 and the three months ended March 31, 1999 and 2000
    (unaudited).............................................     F-1-11

  Notes to Consolidated Financial Statements................     F-1-13

COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A. AND
  SUBSIDIARY................................................      F-2-1

  Report of Independent Accountants.........................      F-2-3

  Consolidated Balance Sheets as of December 31, 1998 and
    1999....................................................      F-2-4

  Consolidated Statements of Income for the years ended
    December 31, 1997, 1998
    and 1999................................................      F-2-5

  Consolidated Statements of Changes in Shareholders' Equity
    for the years ended December 31, 1997, 1998 and 1999....      F-2-6

  Consolidated Statements of Cash Flows for the years ended
    December 31, 1997, 1998 and 1999........................      F-2-7

  Notes to the Consolidated Financial Statements............      F-2-9

BAJA CELULAR MEXICANA, S.A. DE C.V..........................      F-3-1

  Report of Independent Auditors............................      F-3-3

  Consolidated Balance Sheets as of December 31, 1998 and
    1999....................................................      F-3-4

  Consolidated Statements of Income for 1997, 1998 and
    1999....................................................      F-3-6

  Consolidated Statements of Changes in Stockholders' Equity
    for 1997, 1998 and 1999.................................      F-3-7

  Consolidated Statements of Changes in Financial Position
    for 1997, 1998 and 1999.................................      F-3-8

  Notes to Consolidated Financial Statements................     F-3-10

ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES..............      F-4-1

  Independent Auditors' Report..............................      F-4-3

  Consolidated Balance Sheets as of December 31, 1998 and
    1999....................................................      F-4-4

  Consolidated Statements of Income for 1997, 1998 and
    1999....................................................      F-4-6

  Consolidated Statements of Cash Flows for 1997, 1998 and
    1999....................................................      F-4-8

  Notes to the Consolidated Financial Statements............     F-4-14

Intentionally omitted.......................................        F-5

Intentionally omitted.......................................        F-6
</TABLE>


                                      F-1
<PAGE>


<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ----
<S>                                                           <C>
ABIATAR S.A.................................................      F-7-1

  Report of Independent Accountants.........................      F-7-3

  Balance Sheets at December 31, 1998 and 1999..............      F-7-4

  Statements of Income for the years ended December 31,
    1997, 1998 and 1999.....................................      F-7-6

  Statements of Changes in Stockholders' Equity for the
    years ended
    December 31, 1997, 1998 and 1999........................      F-7-7

  Statements of Cash Flows for the years ended December 31,
    1997, 1998 and 1999.....................................      F-7-9

  Notes to the Financial Statements.........................     F-7-11

PELEPHONE COMMUNICATIONS LTD................................      F-8-1

  Independent Auditors' Report..............................      F-8-3

  Balance Sheets as of December 31, 1998 and 1999...........      F-8-4

  Statements of Income--Consolidated and of the Company for
    1997, 1998 and 1999.....................................      F-8-6

  Statement of Shareholders' Equity for 1997, 1998 and
    1999....................................................      F-8-8

  Statements of Cash Flows--Consolidated and of the
    Company.................................................      F-8-9

  Notes to the Financial Statements.........................     F-8-14

MOBINIL FOR TELECOMMUNICATIONS AND SUBSIDIARIES.............      F-9-1

  Independent Auditors' Report..............................      F-9-3

  Consolidated Balance Sheets as of December 31, 1998 and
    1999....................................................      F-9-4

  Consolidated Statements of Income for the period May 5 to
    December 31, 1998 and the year ended December 31,
    1999....................................................      F-9-6

  Consolidated Statements of Changes in Shareholders' Equity
    for the period May 5 to December 31, 1998 and the year
    ended December 31, 1999.................................      F-9-7

  Consolidated Statements of Cash Flows for the period
    May 5 to December 31, 1998 and the year ended
    December 31, 1999.......................................      F-9-8

  Notes to the Consolidated Financial Statements............      F-9-9

UAB OMNITEL.................................................     F-10-1

  Independent Auditors' Report..............................     F-10-3

  Balance Sheets as of December 31, 1998 and 1999...........     F-10-4

  Statements of Income for the years ended December 31,
    1997, 1998 and 1999.....................................     F-10-5

  Statements of Changes in Stockholders' Equity and
    Comprehensive Income for the years ended December 31,
    1997, 1998 and 1999.....................................     F-10-6

  Statements of Cash Flows for the years ended December 31,
    1997, 1998 and 1999.....................................     F-10-7

  Notes to the Financial Statements.........................     F-10-9
</TABLE>


                                      F-2
<PAGE>


<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ----
<S>                                                           <C>
PELLA INVESTMENT COMPANY....................................     F-11-1

  Independent Auditors' Report..............................     F-11-3

  Consolidated Balance Sheets as of December 31, 1998 and
    1999....................................................     F-11-4

  Consolidated Statements of Income for the years ended
    December 31, 1997,
    1998 and 1999...........................................     F-11-6

  Consolidated Statements of Changes in Shareholders' Equity
    for the years ended December 31, 1997, 1998 and 1999....     F-11-7

  Consolidated Statements of Cash Flows for the years ended
    December 31, 1997,
    1998 and 1999...........................................     F-11-8

  Notes to Consolidated Financial Statements................    F-11-10

HUTCHISON TELEPHONE COMPANY LIMITED AND SUBSIDIARY..........     F-12-1

  Report of Independent Auditors............................     F-12-3

  Consolidated Balance Sheets as of December 31, 1998 and
    1999....................................................     F-12-4

  Consolidated Statements of Operations for the three years
    ended December 31, 1997,
    1998 and 1999...........................................     F-12-6

  Consolidated Statements of Changes in Shareholders'
    Equity/(Deficit) for the three
    years ended December 31, 1997, 1998 and 1999............     F-12-7

  Consolidated Statements of Cash Flows for the three years
    ended December 31, 1997, 1998 and 1999..................     F-12-8

  Notes to Consolidated Financial Statements................    F-12-10
</TABLE>


                                      F-3
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

                       CONSOLIDATED FINANCIAL STATEMENTS


                  (With Independent Auditors' Report Thereon)


                                     F-1-1
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                           <C>
Independent Auditors' Report................................    F-1-3
Consolidated Balance Sheets.................................    F-1-5
Consolidated Statements of Operations.......................    F-1-7
Consolidated Statements of Stockholder's Equity and
  Comprehensive Income (Loss)...............................    F-1-8
Consolidated Statements of Cash Flows.......................   F-1-11
Notes to Consolidated Financial Statements..................   F-1-13
</TABLE>


                                     F-1-2
<PAGE>
When the transaction described in Note 18 of the Notes to the Consolidated
Financial Statements has been consummated, we will be in a position to render
the following report.

                                           /s/ KPMG LLP

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors

Propel, Inc.:


    We have audited the accompanying consolidated balance sheets of
Propel, Inc. and Subsidiaries, a wholly-owned subsidiary of Motorola, Inc., as
of December 31, 1998 and 1999 and the related consolidated statements of
operations, stockholder's equity and comprehensive income (loss), and cash flows
for each of the years in the three-year period ended December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the financial
statements of Compania de Radiocomunicaciones Moviles S.A. and Subsidiary, Baja
Celular Mexicana, S.A. de C.V. and Subsidiaries, Entel Telefonia Personal S.A.
and Subsidiaries, Abiatar S.A., Pella Investment Company, and Hutchison
Telephone Company Limited and Subsidiary, all of which are affiliates that are
reflected in the accompanying consolidated financial statements using the equity
method of accounting. The Company's investment in and advances to these
affiliates as of December 31, 1998 and 1999, was $261,868,000 and $303,894,000,
respectively, and its share of earnings (losses) of these affiliates was
$9,493,000, $20,348,000, and $40,094,000 for the years ended December 31, 1997,
1998 and 1999, respectively, as reflected in Note 8. These financial statements
were audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for these companies, is
based solely on the reports of the other auditors.


    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
the other auditors provide a reasonable basis for our opinion.

                                     F-1-3
<PAGE>
    In our opinion, based on our audits and the reports of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Propel, Inc. and Subsidiaries as of
December 31, 1998 and 1999, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States of
America.


Chicago, Illinois
September 14, 2000,
except as to Note 18,
which is as of              .


                                     F-1-4
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


                           DECEMBER 31, 1998 AND 1999
                         AND JUNE 30, 2000 (UNAUDITED)



               (IN THOUSANDS OF US DOLLARS EXCEPT SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                                  DECEMBER 31,
                                             -----------------------    JUNE 30,
                                                1998         1999         2000
                                                ----         ----         ----
                                                                       (UNAUDITED)
<S>                                          <C>          <C>          <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents................  $   13,480   $   18,788   $   23,832
  Accounts receivable:
    Customers..............................      23,184       38,095       34,064
    Related parties........................      19,720       13,766       13,665
  Inventory, net...........................      15,468       27,897       21,081
  Other current assets.....................       1,956        1,383        5,504
                                             ----------   ----------   ----------
TOTAL CURRENT ASSETS.......................      73,808       99,929       98,146

Property and equipment, net................      65,515      113,915      124,582
Investment securities......................      13,285      684,156      189,695
Investments in and advances to
  affiliates...............................     584,630      612,322      635,743
Intangible assets, net.....................     328,348      319,858      308,182
Other assets...............................       4,361       10,430       10,083
                                             ----------   ----------   ----------
TOTAL ASSETS...............................  $1,069,947   $1,840,610   $1,366,431
                                             ==========   ==========   ==========
</TABLE>



          See accompanying notes to consolidated financial statements.


                                     F-1-5
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


                           DECEMBER 31, 1998 AND 1999
                         AND JUNE 30, 2000 (UNAUDITED)



               (IN THOUSANDS OF US DOLLARS EXCEPT SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                                  DECEMBER 31,
                                             -----------------------    JUNE 30,
                                                1998         1999         2000
                                                ----         ----         ----
                                                                       (UNAUDITED)
<S>                                          <C>          <C>          <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
  Accounts payable:
    Trade..................................  $   13,641   $   18,741   $   13,291
    Related parties........................      15,092       23,473       18,725
  Accrued liabilities......................      18,638       39,218       39,190
  Notes payable and current portion of long
    term debt-related parties..............      22,592       76,363       45,020
  Other current liabilities................         649           --           --
                                             ----------   ----------   ----------
TOTAL CURRENT LIABILITIES..................      70,612      157,795      116,226

LONG-TERM LIABILITIES:
  Long term debt-related parties, less
    current portion........................      71,500       75,940      127,678
  Deferred tax liabilities.................     133,947      404,108      204,710
  Other noncurrent liabilities.............      10,155       10,065       10,282
                                             ----------   ----------   ----------
TOTAL LIABILITIES..........................  $  286,214   $  647,908   $  458,896
                                             ----------   ----------   ----------
STOCKHOLDER'S EQUITY:
  Preferred stock, $.01 par value,
    5,000,000 shares authorized; none
    issued and outstanding.................  $       --   $       --   $       --
  Common stock, $.01 par value 500,000,000
    shares authorized; 128,000,000 issued
    and outstanding as of December 31,
    1998, 1999 and June 30, 2000...........          --           --           --
  Stockholder's net equity.................   1,004,753      987,564    1,001,520
  Accumulated other comprehensive income
    (loss), net of tax.....................    (221,020)     205,138      (93,985)
                                             ----------   ----------   ----------
TOTAL STOCKHOLDER'S EQUITY.................     783,733    1,192,702      907,535
                                             ----------   ----------   ----------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY.....................  $1,069,947   $1,840,610   $1,366,431
                                             ==========   ==========   ==========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                     F-1-6
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS


                 YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999
            AND SIX MONTHS ENDED JUNE 30, 1999 AND 2000 (UNAUDITED)



               (IN THOUSANDS OF US DOLLARS EXCEPT SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED
                                  YEAR ENDED DECEMBER 31,            JUNE 30,
                               ------------------------------   -------------------
                                 1997       1998       1999       1999       2000
                                 ----       ----       ----       ----       ----
                                                                    (UNAUDITED)
<S>                            <C>        <C>        <C>        <C>        <C>
Revenues:
  Third parties..............  $ 80,349   $104,404   $268,613   $140,558   $132,533
  Related parties............    80,554    121,943    110,581     66,635     37,898
                               --------   --------   --------   --------   --------
Total revenue................   160,903    226,347    379,194    207,193    170,431
Operating expenses:
Cost of services and
  products...................   120,065    167,823    293,263    165,991    120,897
Selling, general, and
  administrative.............    52,613     54,880     79,837     37,648     43,958
Depreciation and
  amortization...............    28,170     33,041     37,615     18,410     21,894
                               --------   --------   --------   --------   --------
Total operating expenses.....   200,848    255,744    410,715    222,049    186,749
                               --------   --------   --------   --------   --------
Operating income (loss)......   (39,945)   (29,397)   (31,521)   (14,856)   (16,318)
Share of earnings (losses) of
  affiliates.................    44,168     53,994     25,961     11,649      6,869
Interest expense, net........     6,618     12,896      9,770      4,878      6,730
Other (income) expense,
  net........................   (50,226)   (25,361)   (46,644)    (5,831)     4,213
                               --------   --------   --------   --------   --------
Earnings (loss) before income
  taxes......................    47,831     37,062     31,314     (2,254)   (20,392)
Income tax expense
  (benefit)..................     7,674       (315)    16,550      4,550     (8,051)
                               --------   --------   --------   --------   --------
Net earnings (loss)..........  $ 40,157   $ 37,377   $ 14,764   $ (6,804)  $(12,341)
                               ========   ========   ========   ========   ========
Earnings (loss) per share....  $    .31   $    .29   $    .12   $   (.05)  $   (.10)
                               ========   ========   ========   ========   ========
Pro forma earnings (loss) per
  share......................                        $          $          $
                                                     ========   ========   ========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                     F-1-7
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY AND COMPREHENSIVE INCOME (LOSS)


                 YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999
            AND SIX MONTHS ENDED JUNE 30, 1999 AND 2000 (UNAUDITED)



               (IN THOUSANDS OF US DOLLARS EXCEPT SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                                               ACCUMULATED OTHER
                                                          COMPREHENSIVE INCOME (LOSS)
                                                        --------------------------------
                                                          FOREIGN         UNREALIZED
                                        STOCKHOLDER'S     CURRENCY      GAINS (LOSSES)         TOTAL
                              COMMON         NET        TRANSLATION    ON AVAILABLE FOR    STOCKHOLDER'S
                              STOCK        EQUITY       ADJUSTMENTS     SALE SECURITIES       EQUITY
                             --------      ------       -----------     ---------------       ------
<S>                          <C>        <C>             <C>            <C>                 <C>
Balance at December 31,
  1996.....................    $--       $  644,101      $(177,160)         $     --         $ 466,941
Net earnings...............     --           40,157             --                --            40,157
Other comprehensive income
  (loss):
  Foreign currency
    translation
    adjustments............     --               --        (11,244)               --           (11,244)
                                                                                             ---------
  Comprehensive income
    (loss).................                                                                     28,913
Gains in connection with
  issuances of stock by
  affiliates, net of tax of
  $4,211...................     --            6,380             --                --             6,380
Transfers from Parent......     --          173,768                                            173,768
                               ---       ----------      ---------          --------         ---------
Balance at December 31,
  1997.....................     --          864,406       (188,404)               --           676,002
Net earnings...............     --           37,377             --                --            37,377
Other comprehensive income
  (loss):
  Foreign currency
    translation
    adjustments............     --               --        (32,616)               --           (32,616)
                                                                                             ---------
  Comprehensive income
    (loss).................                                                                      4,761
Gains in connection with
  issuances of stock by
  affiliates, net of tax of
  $6,502...................     --            9,857             --                --             9,857
Transfers from Parent......     --           93,113             --                --            93,113
                               ---       ----------      ---------          --------         ---------
Balance at December 31,
  1998.....................    $--       $1,004,753      $(221,020)         $     --         $ 783,733
</TABLE>


          See accompanying notes to consolidated financial statements.

                                     F-1-8
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY AND COMPREHENSIVE INCOME (LOSS)



                 YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999
            AND SIX MONTHS ENDED JUNE 30, 1999 AND 2000 (UNAUDITED)


                          (IN THOUSANDS OF US DOLLARS)


<TABLE>
<CAPTION>
                                                                 ACCUMULATED OTHER
                                                            COMPREHENSIVE INCOME (LOSS)
                                                          --------------------------------
                                                            FOREIGN         UNREALIZED
                                          STOCKHOLDER'S     CURRENCY      GAINS (LOSSES)         TOTAL
                                COMMON         NET        TRANSLATION    ON AVAILABLE FOR    STOCKHOLDER'S
                                STOCK        EQUITY       ADJUSTMENTS     SALE SECURITIES       EQUITY
                               --------      ------       -----------     ---------------       ------
<S>                            <C>        <C>             <C>            <C>                 <C>
Balance at December 31,
  1998.......................    $--        $1,004,753      $(221,020)        $     --         $ 783,733
Net earnings.................     --            14,764             --               --            14,764
Other comprehensive income
  (loss):
  Foreign currency
    translation
    adjustments..............     --                --         24,506               --            24,506
  Unrealized gains (losses)
    on available for sale
    securities...............     --                --             --          401,652           401,652
                                                                                               ---------
  Comprehensive income
    (loss)...................                                                                    440,922
Gains in connection with
  issuances of stock by
  affiliates, net of tax of
  $33........................     --                51             --               --                51
Transfers to Parent..........     --           (32,004)            --               --           (32,004)
                                 ---        ----------      ---------         --------         ---------
Balance at December 31,
  1999.......................     --           987,564       (196,514)         401,652         1,192,702
Net earnings (loss)
  (unaudited)................     --           (12,341)            --               --           (12,341)
Other comprehensive income
  (loss) (unaudited):
  Foreign currency
    translation
    adjustments..............     --                --         (1,664)              --            (1,664)
  Unrealized gains (losses)
    on available for sale
    securities...............     --                --             --         (297,459)         (297,459)
                                                                                               ---------
  Comprehensive income (loss)
    (unaudited)..............                                                                   (311,464)
Gains in connection with
  issuances of stock by
  affiliates, net of tax of
  $4,567 (unaudited).........     --             6,851             --               --             6,851
Transfers from Parent
  (unaudited)................     --            19,446             --               --            19,446
                                 ---        ----------      ---------         --------         ---------
Balance at June 30, 2000
  (unaudited)................    $--        $1,001,520      $(198,178)        $104,193         $ 907,535
                                 ===        ==========      =========         ========         =========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                     F-1-9
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY AND COMPREHENSIVE INCOME (LOSS)



                 YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999
            AND SIX MONTHS ENDED JUNE 30, 1999 AND 2000 (UNAUDITED)


                          (IN THOUSANDS OF US DOLLARS)


<TABLE>
<S>                     <C>        <C>        <C>          <C>         <C>            <C>
Comprehensive income
  (loss) for the six
  months ended
  June 30, 1999
  (unaudited):
  Net loss............                                                                $  (6,804)
  Other comprehensive
    income (loss):
    Foreign currency
      translation
      adjustments.....                                                                   30,242
                                                                                      ---------
    Comprehensive
      income (loss)...                                                                $  23,438
                                                                                      =========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                     F-1-10
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                 YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999
            AND SIX MONTHS ENDED JUNE 30, 1999 AND 2000 (UNAUDITED)


                          (IN THOUSANDS OF US DOLLARS)


<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED
                                        YEAR ENDED DECEMBER 31,            JUNE 30,
                                     ------------------------------   -------------------
                                       1997       1998       1999       1999       2000
                                       ----       ----       ----       ----       ----
                                                                          (UNAUDITED)
<S>                                  <C>        <C>        <C>        <C>        <C>
Cash flow from operating
  activities:
  Net earnings (loss)..............  $ 40,157   $ 37,377   $ 14,764   $ (6,804)  $(12,341)
  Adjustments to reconcile net
    earnings (loss) to net cash
    provided by (used in) operating
    activities:
  Depreciation and amortization....    28,170     33,041     37,615     18,410     21,894
  Share of (earnings) losses of
    affiliates.....................   (44,168)   (53,994)   (25,961)   (11,649)    (6,869)
  Net gain on sale of interests in
    affiliates and investment
    securities.....................   (44,200)   (30,097)   (39,100)        --         --
  Write down of investment.........        --      7,281         --         --         --
  Deferred income tax..............    (8,033)    (4,183)     6,130      6,443     (4,899)
  Changes in operating assets and
    liabilities:
    Accounts receivable............    10,784    (14,861)    (8,957)   (10,987)     4,132
    Inventory......................    (2,506)    (4,458)   (12,429)    (9,227)     6,816
    Other current assets...........       595     (1,528)       573     (2,463)    (4,121)
    Accounts payable and accrued
      liabilities..................    (1,826)    10,790     24,145     25,421      3,223
    Other assets and liabilities...    13,734      2,438     (8,398)   (10,565)       777
                                     --------   --------   --------   --------   --------
        Net cash provided by (used
          in) operating
          activities...............    (7,293)   (18,193)   (11,618)    (1,421)     8,612
</TABLE>


          See accompanying notes to consolidated financial statements.

                                     F-1-11
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                 YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999
            AND SIX MONTHS ENDED JUNE 30, 1999 AND 2000 (UNAUDITED)


                          (IN THOUSANDS OF US DOLLARS)


<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED
                                        YEAR ENDED DECEMBER 31,            JUNE 30,
                                     ------------------------------   -------------------
                                       1997       1998       1999       1999       2000
                                       ----       ----       ----       ----       ----
                                                                          (UNAUDITED)
<S>                                  <C>        <C>        <C>        <C>        <C>
Cash flow from investing
  activities:
  Capital expenditures.............  $(24,165)  $(18,938)  $(56,745)  $(24,229)  $(21,674)
  Payment for investment
    securities.....................        --         --    (10,711)        --     (2,000)
  Investments in and advances to
    affiliates.....................   (65,198)   (82,534)      (342)     1,117     (5,674)
  Cash paid for acquisition of
    additional interest in
    subsidiaries...................  (123,045)   (22,661)        --         --         --
  Proceeds from the sale of
    interest in affiliates and
    invesment securities...........    51,280     32,771     41,625         --         --
                                     --------   --------   --------   --------   --------
        Net cash used in investing
          activities...............  (161,128)   (91,362)   (26,173)   (23,112)   (29,347)
Cash flow from financing
  activities:
  Transfer from (to) Parent, net...   173,768     93,113    (32,004)   (12,767)    19,446
  Proceeds from notes payable and
    long-term debt-related parties,
    net............................    82,670     13,659     74,457     30,852      6,945
  Payment on bank loans............   (80,978)        --         --         --         --
                                     --------   --------   --------   --------   --------
        Net cash provided by
          financing activities.....   175,460    106,772     42,453     18,085     26,391
Effect of currency translation.....        --         --        646        914       (612)
                                     --------   --------   --------   --------   --------
        Net increase (decrease) in
          cash and cash
          equivalents..............     7,039     (2,783)     5,308     (5,534)     5,044
Cash and cash equivalents at
  beginning of period..............     9,224     16,263     13,480     13,480     18,788
                                     --------   --------   --------   --------   --------
Cash and cash equivalents at end of
  period...........................  $ 16,263   $ 13,480   $ 18,788   $  7,946   $ 23,832
                                     ========   ========   ========   ========   ========
Supplemental disclosure of cash
  flow information:
  Taxes paid.......................  $    132   $  4,905   $    728   $    597   $    301
                                     ========   ========   ========   ========   ========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                     F-1-12
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 1--NATURE OF ORGANIZATION AND BUSINESS

    Propel, Inc. and Subsidiaries (Propel or the Company) develops, operates,
and owns interests in wireless communications businesses throughout the world.
Propel is a wholly owned subsidiary of Motorola, Inc. (Motorola or the Parent).
Propel was incorporated as a Delaware corporation on February 24, 1999. It is
currently Motorola's intention to effect an initial public offering of Propel
common stock and ultimately divest its remaining interest in the Company. As
described in Note 18, Motorola intends to contribute its ownership interests in
the businesses that are included in these financial statements to Propel prior
to the consummation of the contemplated offering.


    Propel's consolidated operations include the operations of two of its
wireless communication companies in Mexico (Norcel and Cedetel), its handset
distribution business in Israel (WDS), and corporate activities in the United
States. In addition Propel owns significant interests in fourteen wireless
operating companies located in Mexico, Israel, Hong Kong, Egypt, Argentina,
Lithuania, Jordan, Chile, the Dominican Republic, Pakistan, Uruguay and
Azerbaijan.


NOTE 2--BASIS OF PRESENTATION


    Prior to the proposed offering Motorola intends to contribute its ownership
interests in the businesses included in these financial statements to Propel.
These financial statements reflect the combined results of these businesses as
if they had been so contributed to Propel for all periods. Subsequent to the
contribution all of the businesses included in these financial statements will
be consolidated subsidiaries of Propel.



    The accompanying financial statements have been prepared using Motorola's
historical basis in the combined assets and liabilities of the Company and give
effect to the contribution of Motorola's ownership interest in the businesses
that will comprise Propel and the allocation policies described in Note 4 as of
and for the periods presented. The financial statements reflect the combined
results of operations, financial condition and cash flows of the Company as a
component of Motorola and may not be indicative of the actual results of
operations and financial position of the Company had it operated autonomously or
as an entity independent of Motorola. Management believes the statements of
operations include a reasonable allocation of administrative costs, which are
described in Note 4, incurred by Motorola on behalf of Propel.


                                     F-1-13
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 2--BASIS OF PRESENTATION (CONTINUED)
    Propel's cash resources are managed under a centralized system wherein
receipts are deposited to the Parent's corporate accounts and disbursements are
centrally funded. Accordingly, settlement of certain assets and liabilities
arising from common services or activities provided by the Parent and certain
related-party transactions are reflected as transfers to Parent.

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts of Propel, Inc.
and its majority-owned subsidiaries. All significant intercompany transactions
and balances have been eliminated.

USE OF ESTIMATES IN THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

    The preparation of financial statements in conformity with 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.

CASH AND CASH EQUIVALENTS

    Cash and cash equivalents are comprised of highly liquid investments with
maturities at the date of purchase of less than three months.

INVENTORY AND WARRANTY COSTS

    Inventories, which consist principally of wireless handsets and accessories,
are stated at the lower of cost or market. Cost is determined by the first-in,
first-out method. Inventory reserves are established where technology or other
reasons cause such items to have a reduction in value. Losses on sale of
subsidized handsets to wireless subscribers are recognized at the time of sale.

    Provisions for estimated costs related to product warranties are made at the
time of sale.

                                     F-1-14
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT

    Property and equipment, including improvements that extend useful lives, are
recorded at cost, while maintenance and repairs are charged to operations as
incurred. Depreciation and amortization are calculated using the straight-line
method based on estimated useful lives of up to 40 years for buildings, five to
eight years for infrastructure and other equipment and three to ten years for
other assets. Leasehold improvements are amortized over the shorter of the
respective lives of the leases or the useful lives of the improvements.

INVESTMENT SECURITIES

    Investment securities at December 31, 1998 and 1999 include
available-for-sale equity securities recorded at fair value. Unrealized holding
gains and losses, net of the related tax effect, on available-for-sale
securities are excluded from earnings and are reported as a separate component
of other comprehensive income (loss) until realized. Realized gains and losses
from the sale of available-for-sale securities are determined on a specific
identification basis.

    The cost method of accounting is applied to the Company's nonmarketable
investments in companies where the Company does not exert significant
influence--generally where the Company's voting interest is less than 20%. Under
the cost method, the investment is recorded at cost, and income is recognized
only to the extent distributed as dividends.

    Write-downs to the carrying value of available-for-sale and cost method
investments are recognized when the Company believes that a permanent impairment
in value has occurred.

INVESTMENTS IN AFFILIATES


    The equity method of accounting is applied to the Company's noncontrolled
investments in affiliates where the Company exerts significant influence. Under
this method, the investment, originally recorded at cost, is adjusted to
recognize the Company's share of earnings or losses of the affiliate, limited,
in the case of losses, to the extent of the Company's investment, loans and
guarantees related to the affiliate.


    Goodwill and other intangibles resulting from the acquisition of increased
interests in affiliates are reflected as additional investment in affiliates.
Goodwill is

                                     F-1-15
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
amortized on a straight-line basis over periods not exceeding twenty years and
other intangibles are amortized generally over three to five years on a
straight-line basis. Amortization expense is recorded as a reduction to the
Company's share of earnings (losses) of affiliates.

    Write-downs to the carrying value of affiliates are recognized when the
Company believes that a permanent impairment in value has occurred.

ISSUANCES OF COMMON STOCK BY AFFILIATES

    Changes in the Company's proportionate share of the underlying equity of an
affiliate which result from issuance of additional equity securities by the
affiliate are recognized as increases or decreases to stockholder's net equity.

INTANGIBLE ASSETS

    The Company's two consolidated wireless operating companies in Mexico,
Norcel and Cedetel, hold licenses to provide wireless communications service.
The initial cost of the licenses together with costs allocated to such licenses
at the time of acquisition of increased interests in these companies are
included in intangible assets and are being amortized on a straight-line basis
over periods not exceeding 20 years. Licenses generally have provisions for
renewal upon expiration. In addition, costs of acquisitions were allocated to
customer base and workforce and are generally being amortized on a straight-line
basis over a three to five year period. Goodwill resulting from acquisitions of
increased interests in consolidated subsidiaries is also included in intangible
assets and is amortized over periods not exceeding 20 years.

IMPAIRMENT OF LONG-LIVED ASSETS

    The Company reviews long-lived assets including intangible assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. An impairment loss is
recognized when estimated future undiscounted cash flows expected to result from
the use of the asset and its eventual disposition are less than its carrying
amount. The amount of the loss is the difference between the fair value and
carrying value of the asset.

                                     F-1-16
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

    The Company's results of operations are included in the consolidated income
tax return of Motorola. Current and deferred taxes are determined by the Company
as if taxes were computed on a stand-alone basis. Current income taxes are
settled through transfers from the Parent.

    Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to the difference between financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.

FOREIGN CURRENCY TRANSLATION

    For consolidated businesses and affiliates outside the United States that
prepare financial statements in currencies other than the U.S. dollar, statement
of operations amounts are translated at average exchange rates for the year, and
assets and liabilities are translated at year-end exchange rates. These
translation adjustments are presented as a component of other comprehensive
income (loss). Gains and losses from foreign currency transactions and
translation of assets and liabilities of foreign businesses that use the
U.S. dollar as the functional currency (including those in countries with
hyperinflationary economies) are included in the results of operations within
other (income) expense.

REVENUE RECOGNITION

    Wireless service revenues arise mainly from the provision of access to the
cellular network (network access fees), usage of the cellular network (incoming
and outgoing airtime and long distance revenues), activation fees, roaming usage
fees, and fees for value-added services. Access revenue is recognized over the
period provided. Airtime (including net roaming) and long distance revenues are
recognized when the services are rendered. Other service revenues are recognized
as the service is provided.

    Revenue associated with the sale of prepaid calling cards is deferred and
recognized as the airtime is utilized or when the balances on the card expire.

                                     F-1-17
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATION OF CREDIT RISKS

    The Company derives the majority of its revenues from individuals,
businesses, and telecommunication companies. A significant weakening of a local
economy, reflected in higher interest rates, higher inflation, or reduced
purchasing power of the local currency caused by currency devaluation, could
cause certain businesses and individuals to be unable to satisfy their
obligations to the Company. The Company's allowance for doubtful accounts is
based upon management's estimates and past experience.

DERIVATIVE FINANCIAL INSTRUMENTS

    The Company generally enters into derivative financial instruments only for
hedging purposes. The Company currently does not hedge anticipated transactions
nor its investments or accrued income in its affiliates. To the extent possible,
the Company attempts to hedge its currency position by having equal and
offsetting assets and liabilities in the same currencies to mitigate the impact
of rate movements of the nonfunctional currency and as a substitute for
financial instruments in markets where they are too expensive or not available.

    At December 31, 1998 and 1999, the Company had net outstanding forward
exchange contracts totaling $3,000 and $10,000, respectively. Deferred gains
amounted to $16 and $0 as of December 31, 1998 and 1999, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

    The carrying amounts of the Company's financial instruments including cash
and cash equivalents, accounts receivable, accounts payable, accrued
liabilities, and notes payable and long-term debt approximate fair value due to
their relatively short-term maturity or variable interest rates.

UNAUDITED INTERIM RESULTS


    The accompanying unaudited interim consolidated financial statements as of
June 30, 2000 and for the six months ended June 30, 1999 and 2000, have been
prepared in accordance with generally accepted accounting principles. In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments,


                                     F-1-18
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
necessary for a fair presentation have been included. Results for an interim
period are not necessarily indicative of expected results for the full fiscal
year.

NOTE 4--PARENT ALLOCATION POLICIES

    Certain expenses reflected in the consolidated financial statements include
allocations of expenses from Motorola. Such expenses represent costs related to
treasury, legal, insurance, payroll administration, human resources, and other
services. In addition Motorola allocates a portion of its overhead costs related
to such services to the Company. Where it is possible to specifically identify
such expenses with the activities of the Company, these amounts have been
charged or credited directly to the Company without allocation or apportionment.
Allocation of all other such expenses is based on budgeted amounts applicable to
the respective activity.


    Motorola has noncontributory defined benefit pension plans covering
substantially all of its employees, including employees of the Company. In
general, employees become vested after five years of service. Motorola also
sponsors other benefit plans, including profit sharing plans, incentive plans
and stock purchase plans in which Company employees participate. Costs related
to these plans are allocated to the Company based on the Company's total number
of participants in the respective plans.


    Eligible employees of the Company participate in Motorola's stock option
plans. Each option granted has an exercise price of 100% of the market value of
the common stock on date of grant. The contractual life of each option is
generally ten to fifteen years and substantially all options vest in one to four
years. Motorola accounts for its stock options under the provisions of APB
Opinion No. 25 "Accounting for Stock Issued to Employees." Accordingly, no
compensation cost has been recognized for such stock option plans and therefore,
no amount of compensation cost has been allocated to the Company.

    In management's opinion, the methods used in allocating expenses are
reasonable. However, resulting expenses may not represent the amounts that would
have been incurred had such transactions occurred with third parties at "arms
length."

                                     F-1-19
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 4--PARENT ALLOCATION POLICIES (CONTINUED)

    Interest expense shown in the financial statements reflects interest expense
associated with the Company's share of the aggregate borrowings of Motorola for
each of the periods presented. Motorola allocates a percentage of total interest
expense to the Company based on an adjusted net assets amount calculated for the
Company as a percentage of the same adjusted net assets amount calculated for
Motorola. It is anticipated that subsequent to the offering discussed in
Note 18, the Company will incur interest expense on its direct debt then
outstanding and not be allocated interest by Motorola.

NOTE 5--INVENTORY

    Inventories consist of the following at December 31, 1998 and 1999:


<TABLE>
<CAPTION>
                                               1998       1999
                                               ----       ----
<S>                                          <C>        <C>
Wireless handsets and accessories..........  $15,320    $24,547
Spare parts................................    1,165      4,625
                                             -------    -------
  Subtotal.................................   16,485     29,172
Less inventory reserves....................   (1,017)    (1,275)
                                             -------    -------
  Inventory, net...........................  $15,468    $27,897
                                             =======    =======
</TABLE>


NOTE 6--PROPERTY AND EQUIPMENT, NET

    Property and equipment consist of the following at December 31, 1998 and
1999:


<TABLE>
<CAPTION>
                                             1998       1999
                                             ----       ----
<S>                                        <C>        <C>
Land.....................................  $    338   $    429
Buildings and improvements...............     5,188      9,175
Furniture and fixtures...................     2,675      3,963
Equipment................................    94,864    153,233
                                           --------   --------
  Subtotal...............................   103,065    166,800
Less accumulated depreciation............   (37,550)   (52,885)
                                           --------   --------
  Property and equipment, net............  $ 65,515   $113,915
                                           ========   ========
</TABLE>


                                     F-1-20
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 7--INVESTMENT SECURITIES


    The Company accounts for its investment in Korea Telecom Freetel Co. Ltd.
(Freetel) as an available for sale security at fair value. The carrying amount
of the investment was $13,285 at December 31, 1998. At the time of the
devaluation of the Korean won during 1998 the Company wrote down its investment
in Freetel by $7,281. During 1999, the Company purchased an additional $6,710
interest in Freetel and Freetel completed a public offering of its common
shares. As of December 31, 1999, the market value of the Company's investment
was $680,156. The unrealized holding gain of $662,686, net of deferred income
taxes of $261,034, is recorded as a component of accumulated other comprehensive
income (loss).


    During 1999 the Company sold a portion of its shares owned in Freetel for
gross proceeds of $41,625 and realized a gain of $39,100 which is included in
other (income) expense.


    As of June 30, 2000, the market value of the Company's investment in Freetel
decreased to approximately $183,695, reducing the remaining unrealized gain to
$104,193, net of deferred income taxes of $62,032, which is recorded as a
component of accumulated other comprehensive income (loss) as of June 30, 2000.


    The Company uses the cost method of accounting for its investment in Zephyr
Telecommunications, Inc. The Company acquired ownership in this company in 1999.
As of December 31, 1999, the Company's ownership percentage was 19%, without
giving effect to dilution, and the carrying amount of the investment was $4,000.

NOTE 8--INVESTMENTS IN AFFILIATES

INVESTMENTS IN AFFILIATES


    The Company holds investments in fourteen international affiliates that are
accounted for under the equity method. Investments and advances as of
December 31, 1998 and 1999, consist of the following:



<TABLE>
<CAPTION>
                                             1998       1999
                                             ----       ----
<S>                                        <C>        <C>
Investments in affiliates................  $513,597   $540,947
Advances to affiliates...................    71,033     71,375
                                           --------   --------
                                           $584,630   $612,322
                                           ========   ========
</TABLE>


                                     F-1-21
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 8--INVESTMENTS IN AFFILIATES (CONTINUED)

    The following table represents a roll forward of the Company's investments
in and advances to affiliates for the years ended December 31, 1998 and 1999:



<TABLE>
<CAPTION>
                                             1998       1999
                                             ----       ----
<S>                                        <C>        <C>
Beginning of year........................  $467,555   $584,630
Additional investments...................    82,534        342
Share of earnings (losses)...............    53,994     25,961
Gain on affiliate stock issuances........    16,359         84
Reductions...............................    (2,674)    (6,330)
Currency translation adjustments.........   (33,138)     7,635
                                           --------   --------
End of year..............................  $584,630   $612,322
                                           ========   ========
</TABLE>



    Several of the Company's affiliates are parties to debt agreements and, to
some extent, local regulatory restrictions which restrict the ability of these
affiliates to pay dividends.



    The Company's investment in and advances to affiliates as of December 31,
1998 and 1999 are as follows:



<TABLE>
<CAPTION>
                                                                         INVESTMENTS IN
                                                   PERCENTAGE OF         AND ADVANCES TO
                                                     OWNERSHIP             AFFILIATES
                                                   DECEMBER 31,           DECEMBER 31,
                                               ---------------------   -------------------
COUNTRY            AFFILIATED COMPANY             1998        1999       1998       1999
-------        --------------------------         ----      --------   --------   --------
                                                   %           %
<S>            <C>                             <C>          <C>        <C>        <C>
LATIN AMERICA
Mexico.......  Baja Cellular Mexicana
               S.A. de C.V. (Bajacel)             48.9        48.9     $ 61,829   $ 60,047
Mexico.......  Movitel Del Noroste, S.A.
               de C.V. (Movitel)                  22.0        22.0       43,529     60,466
Argentina....  Compania de
               Radiocommunicaciones
               Moviles S.A. (CRM
               Argentina)                         25.0        25.0       87,260    107,834
Chile........  Entel Telefonia Personal,
               S.A. (Entel Chile)                 25.0        25.0       42,710     42,534
</TABLE>


                                     F-1-22
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 8--INVESTMENTS IN AFFILIATES (CONTINUED)


<TABLE>
<CAPTION>
                                                                         INVESTMENTS IN
                                                   PERCENTAGE OF         AND ADVANCES TO
                                                     OWNERSHIP             AFFILIATES
                                                   DECEMBER 31,           DECEMBER 31,
                                               ---------------------   -------------------
COUNTRY            AFFILIATED COMPANY             1998        1999       1998       1999
-------        --------------------------         ----      --------   --------   --------
                                                   %           %
<S>            <C>                             <C>          <C>        <C>        <C>
Dominican
  Republic...  Tricom, S.A. (Tricom)              30.8        30.8       41,169     46,160
Uruguay......  Abiatar, S.A.                      32.0        32.0       14,875     15,040
Mexico.......  Grupo Portatel, S.A. de
               C.V. (Portatel)                    21.7        21.7       12,748     12,255
EUROPE/MIDDLE
EAST
Israel.......  Pelephone Communications,
               Ltd. (Pelephone)                   50.0        50.0      196,410    174,114
Egypt........  MobiNil for
               Telecommunications
               (MobiNil)                          35.3        35.3       40,195     32,320
Lithuania....  UAB Omnitel                        35.0        35.0       17,370     28,015
Jordan.......  Pella Investment Company           26.1        26.1       11,665     17,973
Azerbaijan...  G.T.I.B. 1996 Ltd.
               (G.T.I.B.)                         50.0        50.0        8,310      8,874
ASIA
Hong Kong....  Hutchison Telephone
               Company Ltd. (Hutchison)           30.0        25.1           --         --
Pakistan.....  Pakistan Mobile
               Communications (Pvt)
               Limited (Pakistan Mobile)          30.0        30.0        6,560      6,690
                                                                       --------   --------

  Total......                                                          $584,630   $612,322
                                                                       ========   ========
</TABLE>


                                     F-1-23
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 8--INVESTMENTS IN AFFILIATES (CONTINUED)

    The Company's share of earnings (losses) of affiliates for the years ended
December 31, 1997, 1998 and 1999 are as follows:



<TABLE>
<CAPTION>
                                                        SHARE OF EARNINGS (LOSSES)
                                                              OF AFFILIATES
                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                      ------------------------------
COUNTRY                 AFFILIATED COMPANY              1997       1998       1999
-------        ------------------------------------     ----       ----       ----
<S>            <C>                                    <C>        <C>        <C>
LATIN AMERICA
Mexico.......  Baja Cellular Mexicana S.A. de C.V.
               (Bajacel)                              $(3,053)   $ (1,274)  $  5,412
Mexico.......  Movitel Del Noroste, S.A. de C.V.
               (Movitel)                               (1,152)      2,377     (2,428)
Argentina....  Compania de Radiocommunicaciones
               Moviles S.A. (CRM Argentina)            13,119      19,499     20,573
Chile........  Entel Telefonia Personal, S.A.
               (Entel Chile)                             (850)     (8,525)     4,580
Dominican
  Republic...  Tricom, S.A. (Tricom)                   (2,852)      4,213      4,906
Uruguay......  Abiatar, S.A.                            3,512       4,852      6,565
Mexico.......  Grupo Portatel, S.A. de C.V.
               (Portatel)                              (1,344)     (1,359)    (1,021)
EUROPE/MIDDLE
  EAST
Israel.......  Pelephone Communications, Ltd.
               (Pelephone)                             40,175      38,556    (21,446)
Egypt........  MobiNil for Telecommunications
               (MobiNil)                                   --     (14,147)    (7,114)
Lithuania....  UAB Omnitel                              1,153       6,656     10,650
Jordan.......  Pella Investment Company                 1,050       3,419      5,392
Azerbaijan...  G.T.I.B. 1996 Ltd. (G.T.I.B.)               --          --         --
ASIA
Hong Kong....  Hutchison Telephone Company Ltd.
               (Hutchison)                             (3,133)         --         --
Pakistan.....  Pakistan Mobile Communications (Pvt)
               Limited (Pakistan Mobile)               (2,457)       (273)      (108)
                                                      -------    --------   --------
  Total......                                         $44,168    $ 53,994   $ 25,961
                                                      =======    ========   ========
</TABLE>


                                     F-1-24
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 8--INVESTMENTS IN AFFILIATES (CONTINUED)

    At December 31, 1998 and 1999, the carrying value of affiliates accounted
for under the equity method exceeded the Company's share of the underlying net
assets by $100,317 and $93,419, respectively. Such excess is being amortized on
a straight-line basis over periods not exceeding twenty years. Amortization
expense of $9,694 in 1997, $9,587 in 1998, and $9,302 in 1999 is reflected in
the Company's share of earnings (losses) of affiliates.


    The Company's affiliate Tricom, S.A. is a publicly traded company. As of
December 31, 1998 and 1999, the market value of this investment was $53,605 and
$168,472, respectively.

SUMMARY FINANCIAL INFORMATION OF AFFILIATES


    A summary of combined financial information as reported by the Company's
affiliates is set forth below:



<TABLE>
<CAPTION>
                                                  DECEMBER 31,
                                             -----------------------    JUNE 30,
                                                1998         1999         2000
                                                ----         ----         ----
                                                                       (UNAUDITED)
<S>                                          <C>          <C>          <C>
NET ASSETS.................................  $1,139,274   $1,250,023   $1,347,543
</TABLE>



<TABLE>
<CAPTION>
                                     YEARS ENDED
                                     DECEMBER 31,                SIX MONTHS ENDED JUNE 30,
                         ------------------------------------   ---------------------------
CONDENSED STATEMENT OF      1997         1998         1999          1999           2000
OPERATIONS INFORMATION:     ----         ----         ----          ----           ----
                                                                        (UNAUDITED)
<S>                      <C>          <C>          <C>          <C>            <C>
Revenue...............   $2,232,735   $2,747,179   $3,322,547    $1,499,548     $1,998,943
Net income (loss).....       91,842       17,535     (127,262)     (115,285)         8,144
</TABLE>


                                     F-1-25
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 8--INVESTMENTS IN AFFILIATES (CONTINUED)
ACQUISITIONS AND DIVESTITURES

    A summary of significant acquisitions and divestitures during 1997, 1998,
and 1999 is as follows:

1997

    The Company invested $50 and advanced $7,650 in exchange for a 50% ownership
in G.T.I.B. G.T.I.B. is a holding company engaged in developing the
telecommunications business, providing various services to and investing in
Bakcell II (Bakcell) a legal entity registered in the Republic of Azerbaijan and
engaged in the operation of wireless telephone networks in Azerbaijan. G.T.I.B.
had a 49% ownership interest in Bakcell at the time of the Company's purchase.


    The Company invested an additional $18,300 in Entel Chile in 1997 in
conjunction with a stock offering by Entel Chile. The stock offering resulted in
a reduction of the Company's ownership percentage to 25%. The Company recorded
an after-tax gain of $6,380 as an increase to stockholder's net equity, as a
result of the share issuance.



    The Company sold a portion of its interest in Pakistan Mobile through a
series of transactions for proceeds totaling $48,400 in 1997. The Company
recognized gains of $44,200, which are included in other (income) expense.



    The Company entered into a subscription agreement whereby it acquired a
21.7% ownership interest in Portatel for $14,953. Portatel used the proceeds of
this subscription to pay off debt with a financial institution in which it was
in default. The Company was guarantor on this debt. The excess of the amount
paid over the fair value of the assets acquired was $11,654.


1998



    The Company invested $26 and advanced $53,375 in exchange for a 35.3%
ownership interest in MobiNil for Telecommunications. MobiNil for
Telecommunications manages, operates, develops and maintains digital wireless
telecommunication systems in the Arab Republic of Egypt through its
majority-owned subsidiary, The Egyptian Company for Mobile Services (ECMS).
MobiNil for Telecommunications was organized in 1998 for the purpose of
acquiring ECMS from an agency of the Arab Republic of Egypt.

                                     F-1-26
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 8--INVESTMENTS IN AFFILIATES (CONTINUED)

    During 1998, Tricom completed a public offering of 5.7 million common
shares. As a result, the Company's ownership in Tricom decreased to 30.8%. The
stock offering by Tricom resulted in the Company recording an after-tax gain of
$9,857 as an increase to stockholder's net equity.



    The Company sold a portion of its interest in Omnitel in July 1998 in a
transaction resulting in cash proceeds aggregating $32,771. The Company
recognized a gain on the transaction of $30,097, which is included in other
(income) expense.



2000



    During the second quarter of 2000, Tricom completed a public offering of
4.0 million common shares. As a result, the Company's ownership in Tricom
decreased to 26.5%. The stock offering by Tricom resulted in the Company
recording an after-tax gain of $6,851 as an increase to stockholder's net
equity.


NOTE 9--INTANGIBLE ASSETS

    Intangible assets consist of the following as of December 31, 1998 and 1999:


<TABLE>
<CAPTION>
                                             1998       1999
                                             ----     --------
<S>                                        <C>        <C>
Goodwill.................................  $111,194   $115,872
Wireless licenses........................   275,030    286,488
Subscriber base..........................    10,307     10,741
Workforce................................     2,646      2,757
                                           --------   --------
                                            399,177    415,858
Less accumulated amortization............   (70,829)   (96,000)
                                           --------   --------
  Intangible assets, net.................  $328,348   $319,858
                                           ========   ========
</TABLE>


                                     F-1-27
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 10--ACCRUED LIABILITIES

    Accrued liabilities consist of the following as of December 31, 1998 and
1999:


<TABLE>
<CAPTION>
                                              1998          1999
                                              ----          ----
<S>                                         <C>           <C>
Accrued employee related costs............  $ 2,097       $ 1,537
Accrued warranties........................    4,213         6,205
Accrued facility and operating costs......    6,096        13,268
Accrued other.............................    6,232        18,208
                                            -------       -------
  Total accrued liabilities...............  $18,638       $39,218
                                            =======       =======
</TABLE>


NOTE 11--OTHER (INCOME) EXPENSE, NET

    Other (income) expense, net consists of the following for the years ended
December 31, 1997, 1998 and 1999:


<TABLE>
<CAPTION>
                                     1997       1998       1999
                                     ----       ----       ----
<S>                                <C>        <C>        <C>
Gains from sales of interests in
  affiliates and investments.....  $(44,200)  $(30,097)  $(39,100)
Foreign currency (gain) loss.....        --         --     (1,058)
Other, net.......................    (6,026)     4,736     (6,486)
                                   --------   --------   --------
  Other (income) expense net.....  $(50,226)  $(25,361)  $(46,644)
                                   ========   ========   ========
</TABLE>


NOTE 12--INCOME TAXES


    U.S. and non-U.S. components of earnings before income taxes for the years
ended December 31, 1997, 1998 and 1999 are presented below:



<TABLE>
<CAPTION>
                                     1997       1998       1999
                                     ----       ----       ----
<S>                                <C>        <C>        <C>
U.S..............................  $30,654    $    311   $ 19,484
Non-U.S..........................   17,177      30,141     11,830
                                   -------    --------   --------
                                   $47,831    $ 37,062   $ 31,314
                                   =======    ========   ========
</TABLE>


                                     F-1-28
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 12--INCOME TAXES (CONTINUED)
    Income tax expense (benefit) for the years ended December 31, 1997, 1998 and
1999 consists of:


<TABLE>
<CAPTION>
                                    CURRENT    DEFERRED    TOTAL
Year Ended December 31, 1997        -------    --------    -----
<S>                                 <C>        <C>        <C>
  U.S. Federal....................  $11,262    $(4,504)   $  6,758
  Non-U.S.........................    1,680     (2,441)       (761)
  State and local.................    2,765     (1,088)      1,677
                                    -------    -------    --------
                                    $15,707    $(8,033)   $  7,674
                                    =======    =======    ========

Year Ended December 31, 1998
  U.S. Federal....................  $   173    $ 2,348    $  2,521
  Non-U.S.........................    3,671     (6,792)     (3,121)
  State and local.................       24        261         285
                                    -------    -------    --------
                                    $ 3,868    $(4,183)   $   (315)
                                    =======    =======    ========

Year Ended December 31, 1999
  U.S. Federal....................  $ 5,709    $ 6,928    $ 12,637
  Non-U.S.........................    3,396     (1,725)      1,671
  State and local.................    1,315        927       2,242
                                    -------    -------    --------
                                    $10,420    $ 6,130    $ 16,550
                                    =======    =======    ========
</TABLE>


                                     F-1-29
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 12--INCOME TAXES (CONTINUED)
    Income tax expense (benefit) differed from the amounts computed by applying
the U.S. Federal income tax rate of 35% for 1997, 1998 and 1999 as a result of
the following:


<TABLE>
<CAPTION>
                                                     1997       1998       1999
                                                     ----       ----       ----
<S>                                                <C>        <C>        <C>
Computed "expected" tax expense..................  $ 16,741   $ 12,972   $10,960

Increase (reduction) in income taxes resulting
  from:
  Goodwill amortization..........................     3,557      3,918     4,046
  Equity in earnings of non-U.S. affiliates......    (8,512)   (27,494)   (6,381)
  State tax, net of federal benefit..............     1,090        185     1,457
  Net operating loss carryforward................    (5,721)     4,271       857
  Inflationary gains in non-U.S. locations.......     3,718      3,897     4,905
  Other..........................................    (3,199)     1,936       706
                                                   --------   --------   -------
                                                   $  7,674   $   (315)  $16,550
                                                   ========   ========   =======
</TABLE>


                                     F-1-30
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 12--INCOME TAXES (CONTINUED)
    The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
presented below:


<TABLE>
<CAPTION>
                                                            1998        1999
                                                            ----        ----
<S>                                                       <C>         <C>
Deferred tax assets:
  Operating losses of non-U.S. affiliates...............  $  17,545   $  18,603
  Fixed assets..........................................      1,251       7,918
  Foreign net operating loss carryforwards..............     15,135      12,858
  Accrued expenses and other liabilities................      4,899       4,159
                                                          ---------   ---------
                                                             63,693      43,538
  Less: valuation allowance.............................    (27,532)    (33,411)
                                                          ---------   ---------
  Net deferred tax assets...............................     11,298      10,127

Deferred tax liabilities:
  Inventories...........................................      1,623       5,000
  Fixed assets..........................................      2,614          --
  Unremitted earnings of non-U.S. affiliates............     21,238      29,992
  Available for sale securities.........................         --     261,034
  Intangible assets.....................................    112,713     113,083
  Other.................................................      7,056       5,126
                                                          ---------   ---------
  Gross deferred tax liabilities........................    145,244     414,235
                                                          ---------   ---------
  Net deferred tax assets (liabilities).................  $(133,947)  $(404,108)
                                                          =========   =========
</TABLE>



    The valuation allowance for deferred tax assets increased $4,707 and $5,879
in 1998 and 1999.



    Except for earnings of non-U.S. subsidiaries and certain non-U.S. affiliates
in which the Company intends to reinvest earnings on an indefinite basis,
provisions have been made for the estimated U.S. income taxes applicable to
undistributed earnings of non-U.S. subsidiaries and non-U.S. affiliates.
Undistributed earnings for which no U.S. income tax has been provided aggregated
to $139,000 and $133,000 at December 31, 1998, and 1999, respectively. The
determination of the applicable deferred tax liability is not practicable at
this time. If these earnings are distributed to the Company, foreign tax credits
may reduce the U.S. income tax which would be payable on such distributions.


                                     F-1-31
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 12--INCOME TAXES (CONTINUED)
    At December 31, 1999, certain non-U.S. subsidiaries had loss carryforwards
of approximately $30,000, expiring in varying amounts through 2008. In addition
as of December 31, 1999, certain non-U.S. subsidiaries had tax credits of
approximately $2,000, expiring in varying amounts through 2007. Net deferred tax
assets are considered realizable given past income and estimates of future
income.

NOTE 13--SEGMENT REPORTING


    The Company's operating companies and affiliates operate primarily in the
telecommunications industry. Each of these businesses is generally separately
managed. The Company identifies its reportable segments as those businesses that
represent 10% or more of its consolidated revenue and those affiliates whose
share of earnings or losses represent 10% or more of its pre-tax earnings or
loss. The Company's primary measure of segment profit/loss is operating income
before depreciation and amortization for both its consolidated operations and
for its affiliates.



    A large number of the Company's affiliates qualify as separate segments. In
order to reduce the complexity of this disclosure the Company has limited the
number of segments reported. The six affiliates selected for inclusion
separately represent the Company's larger affiliates from an operating
standpoint considered together with its ownership interest.



    Sales to affiliates accounted for 50%, 54% and 29% of the Company's total
revenues in 1997, 1998 and 1999, respectively, as discussed in Note 15--Related
Party Transactions. Additionally, sales to one non-affiliate customer totaled
21% of the Company's total revenues in 1999.


    WDS, the Company's handset distribution business, currently distributes only
handsets manufactured by Motorola. In connection with the proposed offering
discussed in Note 18, it is anticipated that WDS and the Company will enter into
an agreement with Motorola precluding WDS from selling handsets in Israel from
other manufacturers.


    The Company's consolidated businesses, other than WDS, and all of its
affiliates primarily provide wireless communication services.


                                     F-1-32
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 13--SEGMENT REPORTING (CONTINUED)


<TABLE>
<CAPTION>
                                                                   CONSOLIDATED
                                                                    BUSINESSES
                                                              ----------------------
                                                              CEDETEL AND
                                                                NORCEL        WDS
                                                                ------        ---
<S>                                                           <C>           <C>
1997
Operating Revenues..........................................   $ 66,532      94,371
Depreciation and amortization...............................     27,380         106
Operating income (loss).....................................    (16,532)      4,021
Long lived assets, net......................................    373,773         464
Investments in and advances to affiliates...................         --          --
Capital expenditures........................................     22,703         150
Total segment assets........................................    414,656      28,818
1998
Operating Revenues..........................................   $ 97,397     128,950
Depreciation and amortization...............................     31,786         151
Operating income (loss).....................................    (12,624)      9,286
Long lived assets, net......................................    391,701         547
Investments in and advances to affiliates...................         --          --
Capital expenditures........................................     18,057         236
Total segment assets........................................    437,004      39,647
1999
Operating Revenues..........................................   $155,057     224,137
Depreciation and amortization...............................     36,886         174
Operating income (loss).....................................    (15,230)     10,395
Long lived assets, net......................................    431,757         547
Investments in and advances to affiliates...................         --          --
Capital expenditures........................................     56,162         179
Total segment assets........................................    508,500      39,243
June 30, 1999
Operating Revenues..........................................   $ 72,788     134,405
Depreciation and amortization...............................     18,010          74
Operating income (loss).....................................     (5,111)      4,892
June 30, 2000
Operating Revenues..........................................   $ 88,185      82,246
Depreciation and amortization...............................     21,681          96
Operating income (loss).....................................     (2,369)      2,635
</TABLE>


                                     F-1-33
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 13--SEGMENT REPORTING (CONTINUED)


<TABLE>
<CAPTION>
                                                                     AFFILIATES
                                                  -------------------------------------------------
                                                  BAJACEL AND      CRM
                                                    MOVITEL     ARGENTINA   ENTEL S.A.   PELEPHONE
                                                    -------     ---------   ----------   ---------
<S>                                               <C>           <C>         <C>          <C>
1997
Operating Revenues..............................      77,209      597,908      51,246       680,821
Depreciation and amortization...................      10,349      114,307       3,463       130,835
Operating income (loss).........................      16,171      102,137        (561)      134,728
Long lived assets, net..........................      63,777      373,104     138,491       438,344
Investments in and advances to affiliates.......          --           --          --            --
Capital expenditures............................      18,380      162,415      17,314       165,974
Total segment assets............................     104,859      605,757     302,305       609,319
1998
Operating Revenues..............................     108,919      748,903      72,222       741,739
Depreciation and amortization...................      14,442      145,212      19,597       137,119
Operating income (loss).........................      14,690      158,892     (25,627)      131,239
Long lived assets, net..........................      83,967      454,236     280,870       486,747
Investments in and advances to affiliates.......          --           --          --            --
Capital expenditures............................      37,659      166,978     190,636       274,257
Total segment assets............................     120,283      665,301     388,759       655,829
1999
Operating Revenues..............................     187,784      830,039     188,758       709,432
Depreciation and amortization...................      22,287      135,097      35,283       146,100
Operating income (loss).........................      26,624      171,751     (32,886)      (56,878)
Long lived assets, net..........................     121,557      783,653     357,698       543,089
Investments in and advances to affiliates.......          --           --          --            --
Capital expenditures............................      55,545      183,423      83,087       233,139
Total segment assets............................     202,042    1,059,466     527,364       770,781
June 30, 1999
Operating Revenues..............................      76,646      403,193      69,332       340,967
Depreciation and amortization...................      10,339       67,520      16,621        67,068
Operating income (loss).........................      12,963      105,951     (20,519)      (12,986)
June 30, 2000
Operating Revenues..............................     112,454      425,966     158,646       410,439
Depreciation and amortization...................      13,505       65,032      23,623        79,698
Operating income (loss).........................      21,852        5,372      16,606       (13,146)
</TABLE>


                                     F-1-34
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 13--SEGMENT REPORTING (CONTINUED)


<TABLE>
<CAPTION>
                                                                         AFFILIATES
                                                              ---------------------------------
                                                               MOBINIL    HUTCHISON     OTHER
                                                               -------    ---------     -----
<S>                                                           <C>         <C>         <C>
1997
Operating Revenues..........................................          *    540,830      284,721
Depreciation and amortization...............................          *     57,818       38,105
Operating income (loss).....................................          *    (25,942)      54,279
Long lived assets, net......................................          *    410,742      411,638
Investments in and advances to affiliates...................          *         --           --
Capital expenditures........................................          *    198,691      169,141
Total segment assets........................................          *    546,944      639,996
1998
Operating Revenues..........................................     98,507    522,731      454,158
Depreciation and amortization...............................     35,257     72,703       51,676
Operating income (loss).....................................    (57,888)   (49,289)     125,939
Long lived assets, net......................................    691,451    396,672      628,360
Investments in and advances to affiliates...................         --         --           --
Capital expenditures........................................    151,379     67,395      254,768
Total segment assets........................................    865,314    853,885      887,673
1999
Operating Revenues..........................................    360,262    524,494      521,777
Depreciation and amortization...............................     71,604     70,765       67,282
Operating income (loss).....................................      7,166   (205,222)     156,653
Long lived assets, net......................................    843,554    420,530      788,249
Investments in and advances to affiliates...................         --         --           --
Capital expenditures........................................    217,165    100,519      202,483
Total segment assets........................................  1,078,523    917,442    1,003,441
June 30, 1999
Operating revenues..........................................    141,592    223,260      244,559
Depreciation and amortization...............................     31,060     34,822       31,161
Operating income (loss).....................................    (21,370)  (129,324)      73,619
June 30, 2000
Operating revenues..........................................    264,031    335,521      291,885
Depreciation and amortization...............................     43,623     37,433       44,989
Operating income (loss).....................................     44,363     (7,167)      77,375
</TABLE>


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

*   Not applicable


                                     F-1-35
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 13--SEGMENT REPORTING (CONTINUED)


<TABLE>
<CAPTION>
                                                         CORPORATE   ELIMINATIONS     TOTAL
                                                         ---------   ------------     -----
<S>                                                      <C>         <C>            <C>
1997
Operating Revenues.....................................        --     (2,232,735)     160,903
Depreciation and amortization..........................       684       (354,877)      28,170
Operating income (loss)................................   (27,434)      (280,812)     (39,945)
Long lived assets, net.................................     2,071     (1,836,096)     376,308
Investments in and advances to affiliates..............   467,555             --      467,555
Capital expenditures...................................     1,313       (731,916)      24,165
Total segment assets...................................   482,098     (2,809,180)     925,572
1998
Operating Revenues.....................................        --     (2,747,179)     226,347
Depreciation and amortization..........................     1,104       (476,006)      33,041
Operating income (loss)................................   (26,059)      (296,956)     (29,397)
Long lived assets, net.................................     1,615     (3,022,303)     393,863
Investments in and advances to affiliates..............   584,630             --      584,630
Capital expenditures...................................       648     (1,143,075)      18,938
Total segment assets...................................   593,296     (4,437,044)   1,069,947
1999
Operating Revenues.....................................        --     (3,322,546)     379,194
Depreciation and amortization..........................       555       (548,418)      37,615
Operating income (loss)................................   (26,686)       (67,208)     (31,521)
Long lived assets, net.................................     1,469     (3,858,330)     433,773
Investments in and advances to affiliates..............   612,322             --      612,322
Capital expenditures...................................       404     (1,075,361)      56,745
Total segment assets...................................  1,292,866    (5,559,058)   1,840,610
June 30, 1999
Operating revenues.....................................        --     (1,499,549)     207,193
Depreciation and amortization..........................       326       (258,591)      18,410
Operating income (loss)................................   (14,638)        (8,333)     (14,856)
June 30, 2000
Operating revenues.....................................        --     (1,998,942)     170,431
Depreciation and amortization..........................       117       (307,903)      21,894
Operating income (loss)................................   (16,584)      (145,255)     (16,318)
</TABLE>


                                     F-1-36
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)


NOTE 13--SEGMENT REPORTING (CONTINUED)



    The following is a reconciliation from segment operating income (loss) to
earnings (loss) before income taxes per the consolidated statement of
operations.



<TABLE>
<CAPTION>
                                                                  SIX MONTHS ENDED
                                   YEAR ENDED DECEMBER 31,            JUNE 30,
                                ------------------------------   -------------------
                                  1997       1998       1999       1999       2000
                                  ----       ----       ----       ----       ----
                                                                     (UNAUDITED)
<S>                             <C>        <C>        <C>        <C>        <C>
Operating income (loss).......  $(39,945)  $(29,397)  $(31,521)  $(14,856)  $(16,318)
Share of earnings (losses) of
  affiliates..................    44,168     53,994     25,961     11,649      6,869
Interest expense..............     6,618     12,896      9,770      4,878      6,730
Other (income) expense, net...   (50,226)   (25,361)   (46,644)    (5,831)     4,213
                                --------   --------   --------   --------   --------
Earnings (loss) before
  income taxes................  $ 47,831   $ 37,062   $ 31,314   $ (2,254)  $(20,392)
                                ========   ========   ========   ========   ========
</TABLE>


NOTE 14--PROVISIONS AND ALLOWANCES


<TABLE>
<CAPTION>
                                     BALANCE AT    CHARGED TO                            BALANCE AT
                                    BEGINNING OF    COSTS AND                              END OF
                                        YEAR        EXPENSES     REDUCTIONS    OTHER        YEAR
                                        ----        --------     ----------    -----        ----
<S>                                 <C>            <C>           <C>          <C>        <C>
Year ended December 31, 1997:
  Allowance for doubtful
    accounts......................     $2,697         $2,670       $2,718      $ (71)      $2,578
  Inventory valuation allowance...        602            547          483        (12)         654
Year ended December 31, 1998:
  Allowance for doubtful
    accounts......................     $2,578         $  904       $1,583      $(354)      $1,545
  Inventory valuation allowance...        654          3,529        3,046       (120)       1,017
Year ended December 31, 1999:
  Allowance for doubtful
    accounts......................     $1,545         $1,085       $  625      $ (50)      $1,955
  Inventory valuation allowance...      1,017          1,044          810         24        1,275
</TABLE>


                                     F-1-37
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 15--RELATED-PARTY TRANSACTIONS


    The Company utilizes central cash management systems of Motorola to manage
its operations. Cash requirements are satisfied either by intercompany
transactions between Motorola and the Company or by cash from operations or
other sources. Such intercompany transactions are included in net cash transfers
from Parent in the consolidated financial statements. Cash requirements funded
through transfers from Motorola include funds used to purchase investments, make
advances to affiliates, fund operating losses and other liquidity needs as
reflected in the statement of cash flows.


    The Company engages in transactions with its Parent and the Parent's
subsidiaries in the normal course of its business. These transactions include
the purchase of handsets and infrastructure equipment. In addition certain
expenses are allocated to the Company by the Parent as discussed in Note 4.

    Transactions with related parties for the years ended December 31, 1997,
1998 and 1999 are as follows:


<TABLE>
<CAPTION>
                                     1997       1998       1999
                                     ----       ----       ----
<S>                                <C>        <C>        <C>
Selling, general, and
  administrative.................  $15,882    $ 17,393   $ 18,267
Inventory purchases..............   82,394     119,301    211,954
Interest expense.................    6,618      12,896     11,466
Infrastructure equipment
  purchases......................      408      23,319     20,944
Other expenses...................       --          --        348
</TABLE>



    Sales to related parties reflected in the statements of operations primarily
represent the sale of wireless handsets and accessories to the Company's
affiliates.


                                     F-1-38
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 15--RELATED-PARTY TRANSACTIONS (CONTINUED)

    The Parent or its subsidiaries may make interest bearing loans to the
Company and its subsidiaries for equipment purchases or other purposes. As of
December 31, 1998 and 1999 the following loans were outstanding:



<TABLE>
<CAPTION>
                                              1998       1999
                                              ----       ----
<S>                                         <C>        <C>
Motorola Asia Treasury
  Pte., Ltd--$100 million line of
  credit, bearing interest at LIBOR plus
  25 basis points (6.23% at December 31,
  1999), due in December 2000.............  $28,300    $ 43,855
Motorola Asia Treasury
  Pte., Ltd--$100 million line of
  credit, bearing interest at LIBOR plus
  25 basis points (6.23% at December 31,
  1999), due in January 2001..............   43,200      75,940
Motorola Semiconductor Israel Ltd.........   22,592      32,508
                                            -------    --------
                                             94,092     152,303
Less current portion......................   22,592      76,363
                                            -------    --------
                                            $71,500    $ 75,940
                                            =======    ========
</TABLE>


    The loan received from Motorola Semiconductor Israel Ltd. fluctuates on a
daily basis depending on the cash needs of Wireless Distribution Services. The
loan is denominated in U.S. dollars and bears 5% interest per annum calculated
on a daily basis.

    In management's opinion, the foregoing transactions were consummated based
on amounts agreed upon between the respective parties and are reasonable.
However, these amounts may not represent the amounts that would have been
incurred had these transactions occurred with third parties at "arms-length."

NOTE 16--COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

    The Company leases certain facilities under various operating leases. Rent
expense under the noncancelable operating leases was $2,174, $2,844, and $4,457
for the years ended December 31, 1997, 1998, and 1999, respectively. Future
minimum rental payments required under the above operating leases as of
December 31, 1999

                                     F-1-39
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 16--COMMITMENTS AND CONTINGENCIES (CONTINUED)
are as follows: 2000--$4,106; 2001--$3,129; 2002--$2,758; 2003--$2,354; and 2004
and thereafter--$3,819.

PURCHASE COMMITMENTS

    In March 2000, the Company's operating subsidiaries in Mexico entered into a
contract to purchase wireless equipment with digital technology from Motorola.
The cost of the equipment was approximately $21,000.

DEBT OF AFFILIATES

    Motorola and the Company may provide, from time to time, guarantees to third
parties to support borrowings by the Company's affiliates. At the time of the
offering discussed in Note 18, it is expected that the Company will indemnify
Motorola for losses it may incur in connection with its ongoing guarantees of
debt incurred by affiliates of Propel. Guarantees are generally issued in
proportion to the Company's ownership in the affiliate.


    As of June 30, 2000, Motorola had guarantees totalling approximately
$143,000 oustanding for the benefit of certain of the Company's affiliates.
Approximately, $99,000 of affiliate debt was outstanding applicable to
Motorola's guarantees as of June 30, 2000.



    In addition to the above, Motorola's finance subsidiary provides credit
facilities to certain affiliates of the Company primarily for the purchase of
infrastructure equipment.


NOTE 17--SUBSEQUENT EVENT (UNAUDITED)


    In July 2000, a wholly-owned subsidiary of Motorola which will be
contributed to Propel prior to the closing of the proposed offering discussed in
Note 18, completed the acquisition of the remaining interest it did not already
own in Bajacel, for a total purchase price of $335,000. Bajacel owns a 68%
interest in Movitel. Propel also owns a 22% direct interest in Movitel. As a
result of the acquisition, Propel will own 100% of Bajacel and its total direct
and indirect ownership interest in Movitel will be 90%. Propel currently
accounts for its interests in Bajacel and Movitel using the equity method of
accounting. Subsequent to the acquisition, Bajacel and Movitel will be
consolidated subsidiaries of Propel.


                                     F-1-40
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 18-- PROPOSED PUBLIC OFFERING OF COMMON STOCK (UNAUDITED)


    The Board of Directors of Motorola and the Company's Board of Directors have
authorized management of the Company to file a registration statement with the
Securities and Exchange Commission for an initial public offering of the
Company's common stock. Upon completion of the offering of 23.5 million shares
of common stock, Motorola will own 84.5% of the outstanding common shares of the
Company, exclusive of any shares which could be issued pursuant to the
underwriters' over-allotment option and founder's option grants and restricted
stock awards.


    Prior to the proposed offering Motorola intends to contribute its ownership
interests in the businesses included in these financial statements to Propel.
These financial statements reflect the combined results of these businesses as
if they had been so contributed to Propel for all periods.


    In addition, it is anticipated that Propel will file amended articles of
incorporation to authorize 5.0 million shares of preferred stock and
500.0 million shares of common stock. It is also anticipated that a stock split
of currently outstanding Propel common stock will also occur at or near the time
of the offering. It is currently anticipated that the stock split will result in
128.0 million shares being outstanding immediately prior to the offering. All
share and per share data reflected in these financial statements are based on
such number of shares.



    Earnings (loss) per share is computed by dividing net earnings (loss) by the
weighted average number of common shares outstanding during the period. For
purposes of computing earnings (loss) per share, weighted average shares
outstanding assumes 128.0 million common shares outstanding for all periods
presented.



    Pro forma earnings per share for the year ended December 31, 1999 and the
six months ended June 30, 2000 have been calculated by dividing net earnings
(loss) by the weighted average shares outstanding as calculated in accordance
with Securities and Exchange Commission rules for initial public offerings. Such
rules require that the weighted average share calculation give retroactive
effect to any changes in the capital structure of the Company as well as the
number of shares whose proceeds will be used to pay any dividend or repay any
debt owed to the Parent. It is anticipated that $       proceeds from the
initial public offering will be used to repay indebtedness due to Motorola.
Assuming $18 per share offering price, proceeds from         shares sold will be
used to repay Motorola. Therefore, pro forma weighted


                                     F-1-41
<PAGE>
                         PROPEL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1997, 1998, AND 1999

                          (IN THOUSANDS OF US DOLLARS)
         (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1999 IS UNAUDITED)

NOTE 18-- PROPOSED PUBLIC OFFERING OF COMMON STOCK (UNAUDITED) (CONTINUED)

average shares of the Company for the year ended December 31, 1999 and the six
months ended June 30, 2000 are comprised of 128.0 million shares of common stock
to be outstanding and         shares of common stock included in the proposed
offering, assuming all such shares are outstanding as of the beginning of each
period.


    At the time of the proposed offering the Company plans to adopt an incentive
compensation plan which will provide for various incentive programs including
(1) founders grants of stock options, (2) awards of restricted stock relating to
unvested Motorola options, (3) restricted stock awards for certain officers,
(4) annual stock option awards and (5) annual incentive awards based on
performance of the Company and each employee's organizational level.


    In connection with the restricted stock awards for certain officers, the
Company will incur compensation expense for financial reporting purposes equal
to the value of such restricted stock. It is currently estimated that
approximately $11,200 of expense will be recorded over the vesting period
related to such awards. Based on an $18.00 Propel price per share and a Motorola
price per share of $34.44, 620,473 shares of unrestricted stock would be issued.



    In addition it is currently estimated that an additional $5,000 (280,338
shares based on $18.00 Propel share price and $34.44 Motorola share price) of
restricted stock would be awarded relating to unvested Motorola options for
certain employees. Such amount would be charged to expense over the vesting
period.


    It is anticipated that employees of the Company holding vested Motorola
stock options will have the right to elect to receive substitute awards relating
to the Company's common stock in exchange for Motorola common stock awards at
the time Motorola no longer owns greater than 50% of the Company. At that time
the Company will incur a one-time charge to expense for the value of such awards
that is in excess of the amount to be paid by the employee. Such amount can not
be determined at this time, however depending on the number of employees making
such election, the charge could be material.

                                     F-1-42
<PAGE>
                                  COMPANIA DE
                        RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

                       CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1998 and 1999
                  (With Independent Auditors' Report Thereon)

                                     F-2-1
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY
                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                PAGE
U.S. GAAP Audited Financial Statements                          ----
<S>                                                           <C>
Report of Independent Accountants...........................    F-2-3
Consolidated Balance Sheets as of December 31, 1998 and
  1999......................................................    F-2-4
Consolidated Statements of Income for the years ended
  December 31, 1997, 1998 and 1999..........................    F-2-5
Consolidated Statements of Changes in Shareholders' Equity
  for the years ended December 31, 1997, 1998 and 1999......    F-2-6
Consolidated Statements of Cash Flows for the years ended
  December 31, 1997, 1998 and 1999..........................    F-2-7
Notes to the Consolidated Financial Statements..............    F-2-9
</TABLE>

                                     F-2-2
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the President and Board of Directors of
Compania de Radiocomunicaciones Moviles S.A.

    In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, changes in shareholders' equity and cash
flows, all expressed in U.S. dollars, present fairly, in all material respects,
the financial position of Compania de Radiocomunicaciones Moviles S.A. and
Subsidiary as of December 31, 1998 and 1999, and the results of their operations
and their cash flows for the years ended December 31, 1997, 1998 and 1999 in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

                                           PricewaterhouseCoopers

Buenos Aires, Argentina
January 20, 2000

                                     F-2-3
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

          CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1998 AND 1999

        (IN THOUSANDS OF US DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                            1998        1999
                                                            ----        ----
<S>                                                       <C>        <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents...............................  $  2,154   $   22,373
Accounts receivable, net................................   157,455      185,159
Other receivables and prepaid expenses..................     2,768        8,670
Inventories, net........................................    10,514        9,912
Other current assets, net...............................    23,883       37,526
                                                          --------   ----------
TOTAL CURRENT ASSETS....................................   196,774      263,640
                                                          --------   ----------
NON-CURRENT ASSETS
Other receivables and prepaid expenses..................    12,521        9,902
Leased equipment, net...................................    31,438       14,301
Property, plant and equipment, net......................   421,477      521,339
Intangible assets, net..................................     1,321      248,013
Deferred charges, and other non-current assets..........     1,770        2,271
                                                          --------   ----------
TOTAL NON-CURRENT ASSETS................................   468,527      795,826
                                                          --------   ----------
TOTAL ASSETS............................................  $665,301   $1,059,466
                                                          ========   ==========
LIABILITIES
CURRENT LIABILITIES
Accounts payable........................................  $108,554   $  219,047
Debt maturing within one year...........................     1,391      115,424
Other current liabilities (Notes 13 and 17).............    47,680       54,527
                                                          --------   ----------
TOTAL CURRENT LIABILITIES...............................   157,625      388,998
                                                          --------   ----------
NON-CURRENT LIABILITIES
Long term debt..........................................   148,810      221,244
Other non-current liabilities (Note 13).................     9,819       17,879
                                                          --------   ----------
TOTAL NON-CURRENT LIABILITIES...........................   158,629      239,123
                                                          --------   ----------
TOTAL LIABILITIES.......................................   316,254      628,121
                                                          --------   ----------
COMMITMENTS AND CONTINGENCIES (Note 17)
MINORITY INTEREST (NOTE 20).............................        --            8
                                                          --------   ----------
SHAREHOLDERS' EQUITY
Common stock, US$ 1 par value (2,000,000 shares
  authorized and outstanding at December 31, 1998 and
  1999) (Note 15).......................................     2,000        2,000
Additional paid-in-capital..............................    33,022       33,022
Retained earnings.......................................   314,025      396,315
                                                          --------   ----------
TOTAL SHAREHOLDERS' EQUITY..............................   349,047      431,337
                                                          --------   ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..............  $665,301   $1,059,466
                                                          ========   ==========
</TABLE>

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

                                     F-2-4
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

        (IN THOUSANDS OF US DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                  1997         1998         1999
                                                  ----         ----         ----
<S>                                            <C>          <C>          <C>
Services and Equipment Revenues..............  $  597,908   $  748,903   $  830,039
Costs of Services and Equipment..............    (198,765)    (223,328)    (215,706)
                                               ----------   ----------   ----------
  GROSS MARGIN...............................     399,143      525,575      614,333
                                               ----------   ----------   ----------
OPERATING EXPENSES:
  Selling, general and administrative
    (Note 18)................................    (245,368)    (293,691)    (357,701)
  Depreciation and amortization..............     (51,638)     (72,992)     (84,881)
  Taxes other than income tax................     (24,344)     (29,563)     (32,702)
                                               ----------   ----------   ----------
  TOTAL OPERATING EXPENSES...................    (321,350)    (396,246)    (475,284)
                                               ----------   ----------   ----------
  OPERATING INCOME...........................      77,793      129,329      139,049
                                               ----------   ----------   ----------
Interest income..............................       2,706        2,128        3,104
Interest expense.............................      (6,780)     (13,978)     (24,666)
Other income, net............................       4,443        1,945        1,434
                                               ----------   ----------   ----------
INCOME BEFORE INCOME TAX AND MINORITY
  INTEREST...................................      78,162      119,424      118,921
                                               ----------   ----------   ----------
Income tax (Note 14).........................     (25,687)     (41,428)     (36,624)
                                               ----------   ----------   ----------
MINORITY INTEREST............................          --           --           (7)
                                               ----------   ----------   ----------
NET INCOME...................................  $   52,475   $   77,996   $   82,290
                                               ==========   ==========   ==========
</TABLE>

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

                                     F-2-5
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

               (IN THOUSANDS OF US DOLLARS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                          NUMBER OF              ADDITIONAL     LEGAL     RETAINED
                           SHARES      COMMON     PAID IN      RESERVE    EARNINGS
DESCRIPTION               (NOTE 15)    STOCK      CAPITAL     (NOTE 22)   (NOTE 22)    TOTAL
-----------               ---------    -----      -------     ---------   ---------    -----
<S>                       <C>         <C>        <C>          <C>         <C>         <C>
Balance as of
  January 1, 1997.......  2,000,000    $2,000      $33,022      $444      $183,110    $218,576
                          ---------    ------      -------      ----      --------    --------
Net income for the
  year..................         --        --           --        --        52,475      52,475
                          ---------    ------      -------      ----      --------    --------
Balance as of
  December 31, 1997.....  2,000,000     2,000       33,022       444       235,585     271,051
                          ---------    ------      -------      ----      --------    --------
Net income for the
  year..................         --        --           --        --        77,996      77,996
                          ---------    ------      -------      ----      --------    --------
Balance as of
  December 31, 1998.....  2,000,000     2,000       33,022       444       313,581     349,047
                          ---------    ------      -------      ----      --------    --------
Net income for the
  year..................         --        --           --        --        82,290      82,290
                          ---------    ------      -------      ----      --------    --------
Balance as of
  December 31, 1999.....  2,000,000    $2,000      $33,022      $444      $395,871    $431,337
                          =========    ======      =======      ====      ========    ========
</TABLE>

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

                                     F-2-6
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                          (IN THOUSANDS OF US DOLLARS)

<TABLE>
<CAPTION>
                                                         1997        1998        1999
                                                         ----        ----        ----
<S>                                                    <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...........................................  $  52,475   $  77,996   $  82,290
Adjustments to reconcile net income to net cash flow
  provided by/(used in) operating activities:
  Depreciation and amortization......................     51,638      72,992      84,881
  Allowance for doubtful accounts....................     29,977      37,443      30,971
  Reserve for lower of cost or market................      6,003       1,804       2,632
  Minority interest in income of subsidiaries........         --          --           7
  Financial results..................................         --          --       7,725
  Deferred income tax................................      9,034      (6,126)      4,639
Changes in operating assets and liabilities:
  Inventories and leased equipment, net..............    (44,938)     34,950      15,107
  Accounts receivable................................   (126,597)    (39,768)    (58,675)
  Accounts payable...................................     52,631      24,869     110,493
  Other receivables and prepaid expenses.............     (7,141)     (1,750)     (3,283)
  Deferred charges and other assets..................    (30,522)      6,948     (11,199)
  Other liabilities..................................     24,345     (10,620)      7,141
                                                       ---------   ---------   ---------
  TOTAL ADJUSTMENTS..................................    (35,570)    120,742     190,439
                                                       ---------   ---------   ---------
  NET CASH PROVIDED BY OPERATING ACTIVITIES..........     16,905     198,738     272,729
                                                       ---------   ---------   ---------
CASH FLOWS USED IN INVESTING ACTIVITIES
  Capital expenditures...............................   (162,415)   (166,978)   (183,423)
  Proceeds from disposition of investments...........      3,513         700          --
  Purchase of PCS licenses and other intangible
    assets...........................................        (50)        (47)   (105,752)
                                                       ---------   ---------   ---------
  NET CASH USED IN INVESTING ACTIVITIES..............   (158,952)   (166,325)   (289,175)
                                                       ---------   ---------   ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Net borrowings (repayments) of short-term debt.....    139,583    (178,192)     36,665
  Proceeds from long-term debt.......................         --     148,725          --
  Debt issuance cost.................................         --      (1,697)         --
                                                       ---------   ---------   ---------
  NET CASH PROVIDED BY (USED IN) FINANCING
    ACTIVITIES.......................................    139,583     (31,164)     36,665
                                                       ---------   ---------   ---------
NET INCREASE/(DECREASE) IN CASH AND CASH
  EQUIVALENTS........................................     (2,464)      1,249      20,219
CASH AND CASH EQUIVALENTS, AS OF THE BEGINNING OF THE
  YEAR...............................................      3,369         905       2,154
                                                       ---------   ---------   ---------
CASH AND CASH EQUIVALENTS, AS OF THE END OF THE
  YEAR...............................................  $     905   $   2,154   $  22,373
                                                       =========   =========   =========
</TABLE>

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

                                     F-2-7
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

<TABLE>
<CAPTION>
                                                  1997        1998        1999
                                                  ----        ----        ----
<S>                                             <C>         <C>         <C>
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
  Interest....................................  $   5,613   $  13,181   $  16,467
  Income taxes................................     21,735      44,269      33,903
NON CASH TRANSACTIONS
  Purchase of PCS licenses through an
    increase in debt..........................         --          --     157,050
  Increase of current investment through a
    decrease in non-current investments.......        690          --          --
  Decrease of investment in
    unconsolidated affiliates.................         24          --          --
  Increase of leased equipment through a
    decrease in inventories...................     92,981      77,480      36,270
  Increase in short-term debt through a
    decrease in long-term debt................     21,600          --          --
</TABLE>

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

                                     F-2-8
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                          (IN THOUSANDS OF US DOLLARS)

NOTE 1--ORGANIZATION

    Compania de Radiocomunicaciones Moviles S.A. and Subsidiary (the "Company")
is a telecommunications company headquartered in Buenos Aires, Argentina and
provides different services: wireless (Cellular, trunking and paging), basic
telephony (local and long distance), internet and data transmission services. In
1999, the Company acquired licenses to operate Personal Communications Services
(PCS) throughout Argentina. In November 1999, the Company (through its
subsidiary Compania de Telefonos del Plata S.A. -CTP- ) also acquired a license
to provide local and long distance services.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  BASIS OF PRESENTATION

    The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America, which differ in
certain respects from the accounting principles applied by the Company in its
financial statements prepared in accordance with generally accepted accounting
principles
in Argentina ("Argentine GAAP"). The U.S. dollar has been used as the
reporting currency.

    The accompanying consolidated financial statements include the accounts of
Compania de Radiocomunicaciones Moviles S.A. and its subsidiary (CTP). All
significant intercompany accounts and transactions have been eliminated.

B.  TRANSLATION OF FINANCIAL STATEMENTS

    The functional currency of the Company is the US Dollar. The monetary assets
and liabilities are remeasured into US Dollars at the exchange rate in effect at
the balance sheet date. Revenues, expenses, gains and losses are translated at
the average exchange rate for the period, and non-monetary assets and
liabilities are translated at historical rates. Resulting re-measurement gains
or losses are recognized in the results of operations. Since that from April 1,
1991, the prevailing exchange rate has been 1 US$ = 1 Peso, no translation gains
or losses are reflected in the Consolidated Statements of Income.

C.  USE OF ESTIMATES

    The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities and the reported amounts of
revenues and expenses

                                     F-2-9
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
during the reporting period. Estimates are used when accounting for the
allowance for doubtful accounts, reserve for lower of cost or market,
depreciation and amortization, evaluation of the carrying value of long-lived
assets, income taxes and contingencies. Actual results could differ from those
estimates.

D.  CASH AND CASH EQUIVALENTS

    The Company considers all highly liquid temporary investments with an
original maturity of three months or less to be cash equivalents. Interest
income on cash equivalents was $53 for 1997, $58 for 1998 and $1,340 for 1999.

E.  ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

    Accounts receivable correspond to customer trade accounts in the normal
course of business, carriers related to Calling Party Pays system and carriers
related to roaming services provided.

    The allowance for doubtful accounts is recorded against trade accounts
receivable based on the risk of uncollectibility as a reduction of the related
receivable balance. The allowance for such uncollectible accounts was $51,904
for 1998 and $56,646 for 1999.

F.   INVENTORIES

    Inventories are valued using the weighted average cost method and are stated
at the lower of cost or market value. Reserve for lower of cost or market have
been recorded to reduce the carrying value of obsolete or slow-moving inventory
to
market value.

G.  PROPERTY, PLANT END EQUIPMENT

    Property, plant and equipment are stated at original cost, less accumulated
depreciation. Depreciation expense is computed using the straight-line method
over the estimated useful lives of the assets.

    Gains or losses on disposal of other depreciable property, plant and
equipment are recognized in the year of disposition as an element of other
income, net.

H.  LEASED EQUIPMENT

    Leased equipment consist of handsets rented to users, out on demonstration,
lending and comodato (Argentine legal concept under which the property remains
with the Company while the use stays with the customer).

                                     F-2-10
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Leased equipment is recorded at cost, less accumulated depreciation.
Depreciation expense is computed by the straight-line method over a 2 year
period.

    In cases where the related future revenue is not expected to recover the
equipment's value, the value of the equipment is fully written off when it is
delivered.

I.   INTERNAL USE SOFTWARE

    Effective January 1, 1999, the Company adopted SOP 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use". This
standard requires the capitalization of costs associated with software
development or obtained for internal use.

J.   INTANGIBLE ASSETS

    This caption mainly consists of the goodwill that resulted from the
acquisition of companies licensed to operate trunking services, as well as the
amounts paid for the acquisition of PCS licenses (I, II and III Areas).

    Goodwill consist of the excess consideration paid over the fair value of net
tangible assets acquired in business combinations accounted for under the
purchase method.

    The carrying value of these assets is periodically reviewed to determine
whether such intangibles are fully recoverable from projected net cash flows of
the related business unit.

    Goodwill are recorded at cost and are being amortized by the straight-line
method over a 5 years period.

    The amounts paid for the acquisition of PCS licenses are recorded at cost
net of discounted interest, and the Company expects to begin amortization at the
time service is launched (See Note 3).

    Accumulated amortization on Intangible assets was $4,739 and $5,748 for 1998
and 1999 respectively.

    Amortization expense on intangible assets was $1,200 for 1997, $1,167 for
1998 and $1,009 for 1999.

K.  VALUATION OF LONG-LIVED ASSETS

    Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. For
assets

                                     F-2-11
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
that the Company intends to hold for use, if the total expected future cash flow
is less than the carrying amount of the assets, an impairment loss is recognized
for the difference between the fair value and carrying value of the asset. For
assets the Company intends to dispose of, a loss is recognized for the amount
that the estimated fair value, less selling costs, is less than the carrying
value of the assets. As of December 31, 1999, no impairment loss has been
recognized on long-lived assets.

L.   DEFERRED CHARGES

    Deferred charges represent debt issuance costs incurred in connection with
the issuance of the Euro-Medium-Term Note Program.

    Debt issuance costs are being amortized on the straight-line method over the
life of the related debt.

    Amortization expense on deferred charges was $220 for 1998 and $311 for
1999.

M.  INCOME TAX

    At each year end, the income tax has been estimated applying the statutory
tax rate (33%, 35% and 35% for the fiscal years ended December 31, 1997, 1998
and 1999, respectively) prevailing in each year.

    The Company has recorded the deferred income tax based on temporary
differences between the carrying amounts of assets for financial reporting
purposes and their tax basis. Temporary differences primarily result from the
estimate of the allowance for doubtful account and the use of accelerated
methods and shorter lives in computing depreciation expense for tax purpose.

N.  REVENUE RECOGNITION

    Service revenues arise mainly from the provision of service plan, usage of
the cellular network (wireless airtime and long distance revenues), activation
services and roaming. Service plan revenue is recognized as earned. Airtime
(including roaming) and long distance revenues are recognized when the services
are rendered. Revenue associated with the sale of pre-paid calling cards is
deferred and recognized as the airtime is utilized.

    Equipment sales and other services revenues are recognized when the products
are delivered and accepted by end-users and when services are provided. The
amount realized for cellular handset sales is influenced by the commercial
policy of reaching

                                     F-2-12
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
higher market penetration by reducing the access costs to the cellular service
for customers, while maintaining the overall profitability of the business.

    Allowances for uncollectible billed services are adjusted monthly.

O.  MAINTENANCE AND REPAIRS

    The cost of maintenance and repairs of plant, including the cost of
replacing minor items not resulting in substantial betterments, is charged to
operating expense.

P.  ADVERTISING

    The Company expenses advertising costs as the related services are provided.
The total advertising expense was $25,646 for 1997, $28,338 for 1998 and $45,393
for 1999.

Q.  PENSION INFORMATION

    The Company does not maintain any pension plans. Argentine laws provide for
pension benefits to be paid to retired employees from government pension plans
and/or privately managed funds plans to which employees may elect to contribute.

    The Company does not sponsor any employee stock ownership plans, or any
other kind of stock option plan.

R.   VACATION EXPENSES

    Vacation expense is fully accrued in the fiscal year the employee renders
services to earn such vacation.

S.  EARNINGS PER SHARE

    Earnings per share are computed using the weighted average number of shares
outstanding during the year, and related income amounts.

T.   RECLASSIFICATIONS

    Certain reclassifications have been made in the prior years' financial
statements to conform to the current year presentation.

U.  RECENTLY ISSUED ACCOUNTING STANDARDS

    SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" as
amended is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000. SFAS 133 requires all derivative instruments to be recognized in
the financial statements as either assets or liabilities at their fair values.
Changes in fair value of

                                     F-2-13
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
derivative instruments are either recognized in income or outside income as a
component of other comprehensive income depending on their designation and
effectiveness as fair value hedges, cash flow hedges or foreign currency hedges.
The Company expects the adoption of the standard will not have a significant
effect on its financial statements. The Company has not used any derivative
instruments in
the past.

NOTE 3--ACQUISITIONS OF BUSINESS

    The Company completed various transactions to further its operations in
Argentina. A summary of significant transactions during 1999 are described as
follows:

    PUBLIC BID FOR FREQUENCIES TO PROVIDE PCS SERVICES

    In the public auction that took place in June, 1999, the Company was awarded
the licenses and related frequencies to render PCS services in Regions I (North
of Argentina) and III (South of Argentina), with a 40 MHz band width in each
case. In addition, the Company exercised the purchase option for a 20 MHz PCS
band in Region II (the extended AMBA area), consistent with the service offered
at that time by the Company's only cellular competitor in such area.

    On June 22, 1999, the Company exercised its preferential option for 20 MHz
of the spectrum in Region II for $162.75 million, equal to 50% of the average
price of the 40 MHz awarded to each of the successful bidders. It paid 40%
($65.1 million) in cash and 60% in two non-interest bearing promissory notes
(Note 12) supported by bank guarantees, each for 30% of the total amount and
maturing in one and two years, respectively. The Company obtained the license to
provide personal communications services (PCS) in Region II, (the extended AMBA
area), and authorization to use the CC' Frequency Band.

    In the auction for the PCS licenses in Regions I and III, held on June 22,
1999, the Company received the second license in the Northern region of
Argentina (area I), for a bid of $53 million, and the first license in the
Southern region (area III), for a bid of $46 million.

                                     F-2-14
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 3--ACQUISITIONS OF BUSINESS (CONTINUED)

    The payment terms were similar to those for area II, i.e. 40% of each bid
($21.2 million for area I and $18.4 for area III) in cash, and the remaining 60%
of each bid in four promissory notes guaranteed by the Company's shareholders
for 30% each ($15.9 million and $13.8 million for area I and III, respectively)
maturing on June 27, 2000 and 2001, respectively. The licenses to operate the
Personal Communications Service (PCS) in the interior of the country--regions I
and III--were awarded June 29, 1999, enabling the Company to provide the
services and begin commercial operations as from November 8, 1999.

    PURCHASE OPTION FOR THE SHARES IN TELMELL S.A.

    On December 1, 1999, the Company signed an option agreement for the
acquisition of 100% voting interest in Telmell S.A. for a total consideration of
$800. Although as of December 31, 1999 the option was not exercised the Company
paid the total consideration.

    Telmell S.A. owns the frequencies to render fixed data and value added
transmission competitive services, granted by the National Telecommunications
Commission (CNC). The terms of the agreement provide that the Company is
entitled to exercise the option within 180 days from executing the agreement.

    During 1999, legislation was enacted in Argentina that requires antitrust
commission approval for mergers and acquisitions in a variety of circumstances.
Approval for the Telmell acquisition has not yet occurred. Management believes
approval will occur during next fiscal year. It is the management intention to
exercise the option once approval is obtained.

NOTE 4--CASH AND CASH EQUIVALENTS

    As of December 31, 1998 and 1999 the breakdown of this caption was as
follows:

<TABLE>
<CAPTION>
                                               1998       1999
                                               ----       ----
<S>                                          <C>        <C>
Cash and bank..............................  $ 2,154    $ 3,028
Fixed term deposit.........................       --     15,212
Other deposits.............................       --      4,133
                                             -------    -------
                                             $ 2,154    $22,373
                                             =======    =======
</TABLE>

                                     F-2-15
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 5--OTHER RECEIVABLES AND PREPAID EXPENSES

    As of December 31, 1998 and 1999 the breakdown of this caption was as
follows:

<TABLE>
<CAPTION>
                                               1998       1999
                                               ----       ----
<S>                                          <C>        <C>
CURRENT
Prepaid rent...............................  $   498    $ 3,646
Advances and loans to employees............    1,153      2,015
Advances of sales commissions..............    1,004      1,334
Purchase option for future acquisition
  (Note 3).................................       --        800
Prepaid insurance..........................       79        449
Prepaid advertising........................       34        419
Other......................................       --          7
                                             -------    -------
                                             $ 2,768    $ 8,670
                                             =======    =======
</TABLE>

<TABLE>
<CAPTION>
                                               1998       1999
                                               ----       ----
<S>                                          <C>        <C>
NON CURRENT
Prepaid rent...............................  $11,819    $ 9,208
Advances and loans to employees............      702        638
Prepaid advertising........................       --         56
                                             -------    -------
                                             $12,521    $ 9,902
                                             =======    =======
</TABLE>

NOTE 6--INVENTORIES

    As of December 31, 1998 and 1999 the breakdown of this caption was as
follows:

<TABLE>
<CAPTION>
                                                1998       1999
                                                ----       ----
<S>                                           <C>        <C>
New telephone equipment.....................  $ 7,267     $7,831
Used telephone equipment....................    7,106      4,162
Accessories.................................    1,687      1,772
Reserve for lower of cost or market.........   (5,546)    (3,853)
                                              -------     ------
                                              $10,514     $9,912
                                              =======     ======
</TABLE>

                                     F-2-16
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 7--DEFERRED CHARGES AND OTHER ASSETS

    As of December 31, 1998 and 1999, the breakdown of this caption was as
follows:

<TABLE>
<CAPTION>
                                             1998       1999
                                             ----       ----
<S>                                        <C>        <C>
CURRENT
Tax prepayments..........................  $  5,631   $ 15,914
Avances to suppliers
  -- non-affiliates......................     7,286      7,572
  -- affiliates..........................        43         --
Deferred income tax (Note 14)............    10,912     14,040
Deposits.................................        11         --
                                           --------   --------
                                           $ 23,883   $ 37,526
                                           ========   ========

NON-CURRENT
Deferred charges, net....................  $  1,562   $  1,379
Deposits.................................       194        892
Other....................................        14         --
                                           --------   --------
                                           $  1,770   $  2,271
                                           ========   ========
</TABLE>

NOTE 8--LEASED EQUIPMENT

    As of December 31, 1998 and 1999 the breakdown of this caption was as
follows:

<TABLE>
<CAPTION>
                                             1998       1999
                                             ----       ----
<S>                                        <C>        <C>
Leased equipment (handsets)..............  $122,393   $120,965
Accumulated depreciation.................   (90,955)  (106,664)
                                           --------   --------
                                           $ 31,438   $ 14,301
                                           ========   ========
</TABLE>

<TABLE>
<CAPTION>
                                         FOR THE YEAR ENDED
                                   ------------------------------
                                     1997       1998       1999
                                     ----       ----       ----
<S>                                <C>        <C>        <C>
Depreciation expenses (1)........  $62,669    $ 72,220   $ 50,216
                                   =======    ========   ========
</TABLE>

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

(1) The depreciation charges related to leased handset equipment were recognized
    in the Consolidated Statements of income as a cost of services and
    equipment.

                                     F-2-17
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 9--PROPERTY, PLANT AND EQUIPMENT

    As of December 31, 1998 and 1999 the breakdown of this caption was as
follows:

<TABLE>
<CAPTION>
                                                USEFUL LIVES
                                                  (MONTHS)       1998        1999
                                                  --------       ----        ----
<S>                                             <C>            <C>         <C>
Cell site equipment...........................     48-120      $ 524,623   $ 667,332
Other equipment and furniture.................     36-120         56,905      69,653
Buildings and Improvements....................     60-180         53,231      61,574
Land..........................................         --          3,739       4,237
Software......................................         60             --       2,211
Fixed assets in transit.......................         --         40,661      52,979
Advances to fixed asset suppliers.............         --          1,453       5,962
Less: Accumulated Depreciation................         --       (259,135)   (342,609)
                                                               ---------   ---------
                                                               $ 421,477   $ 521,339
                                                               =========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                           FOR THE YEAR ENDED
                                                     ------------------------------
                                                       1997       1998       1999
                                                       ----       ----       ----
<S>                                                  <C>        <C>        <C>
Depreciation expenses..............................  $50,438    $71,605    $83,561
                                                     =======    =======    =======
</TABLE>

NOTE 10--INTANGIBLE ASSETS

    As of December 31, 1998 and 1999 the breakdown of this caption was as
follows:


<TABLE>
<CAPTION>
                                                  USEFUL LIVES
                                                    (MONTHS)       1998       1999
                                                    --------       ----       ----
<S>                                               <C>            <C>        <C>
PCS Licenses....................................       480       $    --    $247,655
Goodwill........................................        60         5,584       5,584
Trade-Marks.....................................        60           476         522
Less Accumulated Amortization...................        --        (4,739)     (5,748)
                                                                 -------    --------
                                                                 $ 1,321    $248,013
                                                                 =======    ========
</TABLE>


<TABLE>
<CAPTION>
                                                              FOR THE YEAR ENDED
                                                        ------------------------------
                                                          1997       1998       1999
                                                          ----       ----       ----
<S>                                                     <C>        <C>        <C>
Amortization expense..................................   $1,200     $1,167     $1,009
                                                         ======     ======     ======
</TABLE>

                                     F-2-18
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 11--ACCOUNTS PAYABLE

    As of December 31, 1998 and 1999 the breakdown of this caption was as
follows:

<TABLE>
<CAPTION>
                                             1998       1999
                                             ----       ----
<S>                                        <C>        <C>
a. Affiliates--trade:
  - Motorola Inc.........................  $ 40,365   $ 42,973
  - BGH S.A..............................        --      5,955
  - BellSouth International..............        80         80
                                           --------   --------
                                             40,445     49,008
                                           --------   --------
b. Non-affiliates--trade.................    68,109    170,039
                                           --------   --------
                                           $108,554   $219,047
                                           ========   ========
</TABLE>

NOTE 12--DEBT

    DEBT MATURING WITHIN ONE YEAR

    As of December 31, 1998 and 1999, debt maturing within one year is
summarized as follows:

<TABLE>
<CAPTION>
                                             1998       1999
                                             ----       ----
<S>                                        <C>        <C>
Bank loans (*)...........................  $     --   $ 38,056
Bank overdrafts..........................     1,391         --
Notes payable, net (**)(ii)..............        --     77,368
                                           --------   --------
                                           $  1,391   $115,424
                                           ========   ========
</TABLE>

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

(*) Annual bank loans interest rates 6.0%-9.0%

(**) Includes unaccrued implicit interest of the Notes payable related to the
    PCS License obtained for $1,157 (See Note 3).

    The following table shows the breakdown of bank loans as of December 31,
1999 to mature in 2000:

<TABLE>
<CAPTION>
                                                        1999
                                                        ----
<S>                                                   <C>
3rd quarter 2000....................................  $14,091
4th quarter 2000....................................  $23,965
                                                      -------
                                                      $38,056
                                                      =======
</TABLE>

                                     F-2-19
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 12--DEBT (CONTINUED)
    LONG-TERM DEBT

    Long-term debt outstanding as of December 31, 1998 and 1999 is as follows:

<TABLE>
<CAPTION>
                                             1998       1999
                                             ----       ----
<S>                                        <C>        <C>
Euro-Medium-Term Note Program (i)........  $148,810   $148,938
Notes payable, net (*)(ii)...............        --     72,306
                                           --------   --------
                                           $148,810   $221,244
                                           ========   ========
</TABLE>

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

(*) Includes unaccrued implicit interest of the Notes payable related to the PCS
    License obtained for $6,219 (See Note 3).

(i)  On February 9, 1998, the Argentine National Securities and Exchange
    Commission authorized the Company to offer securities under a global simple
    negotiable bond program for a maximum face value of $350 million.

    On May 8, 1998, the Company issued the first series of notes for $150
    million, maturing in 2008 and bearing interest at a 9.25% per annum at an
    issue price of 99.155% of the principal amount. The net proceeds from the
    issuance of this notes were used to repay financial loans.

(ii) The notes payable are related to the acquisition of the Personal
    Communication Services (PCS) Licenses in the areas I, II and III, as
    described in note 3. The notes are non-interest bearing and have a face
    value of $157,050. Such notes were initially recorded at the discounted
    value of $141,948 and imputed interest of 7% is being accrued over the life
    of the debt. The maturities of the notes and the allocation to the different
    PCS license regions is as follows:

<TABLE>
<CAPTION>
   DUE 06.27.2000                                DUE 06.27.2001
--------------------                        ------------------------
       IN THOUSANDS                                    IN THOUSANDS
AREA   OF US DOLLARS                          AREA     OF US DOLLARS
----   -------------                          ----     -------------
<S>    <C>                                  <C>        <C>
  I       $15,900                               I         $15,900
 II        48,825                              II          48,825
III        13,800                             III          13,800
          -------                                         -------
          $78,525                                         $78,525
          =======                                         =======
</TABLE>

    The Company has local credit lines of approximately $359,000 with various
banks. Borrowings under the committed credit lines totaled $38,056 at
December 31, 1999.

                                     F-2-20
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 12--DEBT (CONTINUED)
There are no significant commitment fees or requirements for compensating
balances associated with any lines of credit.

NOTE 13--OTHER LIABILITIES

    As of December 31, 1998 and 1999 the breakdown of this caption was as
follows:

<TABLE>
<CAPTION>
                                               1998       1999
                                               ----       ----
<S>                                          <C>        <C>
CURRENT
Accrued expenses...........................  $ 5,705    $12,799
Accrued salaries and wages.................   10,200     15,899
Accrued income tax.........................   15,820      9,514
Other taxes accrued........................    9,956      7,993
Provision for contingencies (i)............    3,673      5,034
Accrued interest...........................    2,326      2,800
Other......................................       --        488
                                             -------    -------
                                             $47,680    $54,527
                                             =======    =======

NON-CURRENT
Deferred income tax (Note 14)..............  $ 9,819    $17,586
Other......................................       --        293
                                             -------    -------
                                             $ 9,819    $17,879
                                             =======    =======
</TABLE>

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

(i)  This reserve relates to: (a) labor lawsuits filed against the Company,
    (b) tax matters related to differences in basis in the computation of
    certain tax contributions, and, (c) other sundry claims. In the opinion of
    management
    and based on consultation with external legal counsel, the Company has
    established provisions for amounts which are probable of adverse occurrence
    and which, according to estimates developed by the Company's legal counsel,
    would meet all related contingencies and corresponding fees relating to
    these claims. Management reassesses these matters as new facts brought into
    management's attention.

                                     F-2-21
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 14--INCOME TAXES

    ACCOUNTING FOR INCOME TAXES

    As of December 31, 1997, 1998 and 1999, the provision for income taxes
consists of:

<TABLE>
<CAPTION>
                                       1997       1998       1999
                                       ----       ----       ----
<S>                                  <C>        <C>        <C>
Estimated amounts payable..........  $16,653    $47,554    $31,985
Deferred tax expense from
  temporary differences............    9,034     (6,126)     4,639
                                     -------    -------    -------
                                     $25,687    $41,428    $36,624
                                     =======    =======    =======
</TABLE>

    Deferred income taxes are recognized for tax consequences of "temporary
differences" by applying enacted statutory tax rates, applicable to future
years, and
to differences between the financial reporting and the tax basis of existing
assets
and liabilities.

    The tax effect of temporary differences is as follows:

<TABLE>
<CAPTION>
                                              DEFERRED TAX
                                          (ASSETS) LIABILITIES
                                          ---------------------
                                            1998        1999
                                            ----        ----
<S>                                       <C>         <C>
Timing differences (tax effect)
Difference in fixed assets depreciation
  charges...............................
                                          $   9,819   $  17,586
Allowance for doubtful accounts, reserve
  for lower of cost or market and non
  deductible expenses...................
                                            (10,912)    (14,040)
                                          ---------   ---------
Net Deferred Tax (Assets)/Liability.....
                                          $  (1,093)  $   3,546
                                          =========   =========
</TABLE>

    A reconciliation of the federal statutory income tax rate to the effective
tax rate is as follows:

<TABLE>
<CAPTION>
                                       1997       1998       1999
                                       ----       ----       ----
<S>                                  <C>        <C>        <C>
Tax at statutory rate..............  $25,793    $41,798    $41,622
Other items, net...................     (106)      (370)    (4,998)
                                     -------    -------    -------
Reported tax expense...............  $25,687    $41,428    $36,624
                                     =======    =======    =======
</TABLE>

                                     F-2-22
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 15--SHAREHOLDERS' CONTRIBUTIONS

    As of December 31, 1998 and 1999 the Common stock of the Company consisted
of 2,000,000 ordinary, subscribed, paid up, registered, non-endorsable, single
vote shares with a face value of $1 each.

NOTE 16--CONCENTRATION OF CREDIT RISK

    Financial instruments that are potentially subject to credit risk consist
principally of trade accounts receivable. The Company provides
telecommunications services to a broad range of commercial, residential and
public sector clients and provides credit, in accordance with the regulations of
the service rendered, generally with no guarantees.

    Concentrations of credit risk with respect to these receivables, other than
those from other carriers (related to roaming services) and long distance
carriers (mainly related to calling party pays system), are limited due to the
composition of the customer base, which includes a large number of individuals
and businesses. At December 31, 1998 and 1999, approximately $34,241 and
$55,523, respectively, of trade accounts receivable were from other carriers and
long distance carriers.

NOTE 17--COMMITMENTS AND CONTINGENCIES

    LEASES

    The Company entered into operating leases for facilities and equipment used
in operations. Rental expense under operating leases was $9,496, $5,648 and
$4,776 for the three years ended December 31, 1999. Capital leases currently in
effect are not significant.

    The following table summarizes the approximate future minimum rentals under
noncancelable operating leases in effect at December 31, 1999:

<TABLE>
<CAPTION>
                                                     MINIMUM
                                                     RENTALS
                                                     -------
<S>                                                  <C>
2000...............................................   $2,105
2001...............................................    1,114
2002...............................................      911
2003...............................................      601
2004...............................................      234
Thereafter.........................................      250
                                                      ------
Total minimum obligations..........................   $5,215
                                                      ======
</TABLE>

                                     F-2-23
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 17--COMMITMENTS AND CONTINGENCIES (CONTINUED)
OTHER CLAIMS

    The Company is subject to claims arising in the ordinary course of business
involving allegations of personal injury, breach of contract, employment law
issues, regulatory matters and other actions.

    While complete assurance cannot be given as to the outcome of any legal
claims, the Company believes that any financial impact would not be material to
its results of operations, financial position or cash flows.

PROMISSORY NOTES

    The Company has delivered three promissory notes as performance bonds for
the license of Personal Communications Services (PCS) (see Note 3), which may be
enforced by the Government if the obligations involving network deployment
foreseen in the regulations and terms and conditions for the bid are not
complied with. The notes delivered as performance bonds amount to $15 million
each, one for Area II maturing in 16 months (2000), and the other two (for Areas
I and III) maturing within two years (2001).

                                     F-2-24
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 18--SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

    As of December 31, 1997, 1998 and 1999 the breakdown of this caption was
as follows:

<TABLE>
<CAPTION>
                                    1997       1998       1999
                                    ----       ----       ----
<S>                               <C>        <C>        <C>
Salaries, pension and
  benefits......................  $ 55,093   $ 77,406   $ 99,647
Sales commissions...............    80,603     75,096     74,879
CPP collection commissions......    13,193     21,133     47,468
Advertising.....................    25,646     28,338     45,393
Bad debts.......................    29,977     37,443     30,971
Administration..................     6,521      8,880     11,498
Fees............................     5,283      9,070      9,703
Billing, printing and
  distribution..................     6,906      8,067      8,567
Bank commissions................     4,290      5,860      6,492
Office supplies and
  deliveries....................     5,077      5,593      4,852
Software and hardware...........     3,797      4,213      4,682
Credit card commissions.........     2,255      3,749      4,038
Rental..........................     3,444      3,160      3,673
Other...........................     3,283      5,683      5,838
                                  --------   --------   --------
                                  $245,368   $293,691   $357,701
                                  ========   ========   ========
</TABLE>

                                     F-2-25
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 19--TRANSACTIONS WITH RELATED PARTIES

    The principal transactions carried out by the Company during the year with
its related companies are summarized below:

<TABLE>
<CAPTION>
COMPANY                    RELATION        TYPE OF TRANSACTION     1997       1998       1999
-------                    --------        -------------------     ----       ----       ----
<S>                     <C>               <C>                    <C>        <C>        <C>
Motorola Inc.........   Shareholder (i)   Purchase of            $ 89,873   150,762    145,591
                                          Telecommunication
                                          Equipment/MIRS

BGH S.A..............   Shareholder (i)   Purchase of equipment  $113,362    35,794     59,310
                                          and accessories

BellSouth
  International......   Shareholder (i)   Provision of           $    467       132        762
                                          Technical
                                          Services/Expatriate
                                          expenses

BellSouth Mobility...   Common            Purchase of roaming    $    185       339        277
                        Shareholder       services

Abiatar (Uruguay)....   Common            Purchase of roaming    $  4,698     5,919      6,336
                        Shareholder       services

Abiatar (Uruguay)....   Common            Provision of roaming   $  1,363     2,616      2,627
                        Shareholder       services

Telecel (Paraguay)...   Common            Purchase of roaming    $     --        --         29
                        Shareholder       services

Telecel (Paraguay)...   Common            Provision of roaming   $     --        41        245
                        Shareholder       services

BellSouth Chile......   Common            Purchase of roaming    $    295       748        528
                        Shareholder       services

BellSouth Chile......   Common            Provision of roaming   $    271       511        760
                        Shareholder       services

BSWIS................   Common            Purchase of roaming    $     --        --         36
                        Shareholder       services
</TABLE>

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

(i)  Direct or indirect shareholder.

                                     F-2-26
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 19--TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
    Intercompany Balances as of December 31, 1998 and 1999 are as follows:

<TABLE>
<CAPTION>
                                               1998       1999
                                               ----       ----
<S>                                          <C>        <C>
Assets
  Accounts Receivables
    Abiatar S.A. (Uruguay).................  $   142    $    25
    BellSouth Comunicaciones S.A.
      (Chile)..............................       21        121
    Telecel (Paraguay).....................       41        257
                                             -------    -------
                                                 204        403
Liabilities
  Accounts payable
    Motorola Inc...........................   40,365     42,973
    BGH S.A................................       --      5,955
    BellSouth International................       80         80
                                             -------    -------
                                             $40,445    $49,008
</TABLE>

NOTE 20--TELECOMMUNICATIONS DEREGULATION PLAN

    Current Argentina telecommunications legislation includes provisions for the
granting of basic telephony service licenses with national coverage for the two
existing telephone companies and two new ones, which will be operated by the two
independent companies rendering cellular telephone services. During first
quarter of 1999, the Company formed, jointly with two other companies, Compania
de Telefonos del Plata S.A. (CTP) in order to render such basic telephony
services, and CTP has signed a related license contract with the National
Government. The Company owns a 91% stock interest of CTP. As a consequence of
this formation, there has been no recognition of goodwill. Minority interest
represents the remaining 9% of CTP's stock interest belonging to Fecosur S.A.
and Compania de Cables Inversora S.A.

NOTE 21-- DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL
           INSTRUMENTS

    In accordance with SFAS No. 107 "Disclosure about fair value of financial
statements", the Company is required to disclose the fair value of financial
instruments, including off-balance sheet financial statements when fair value
can be reasonably estimated. The values provided are representative of the fair
values as of December 31, 1998 and 1999 except otherwise indicated, and do not
reflect

                                     F-2-27
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 21-- DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL
           INSTRUMENTS (CONTINUED)
subsequent changes in the economy, interest and tax rates and other variables
that may impair fair value.

    For the purposes of SFAS No. 107, the estimated fair value of a financial
instrument is the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The fair value amounts disclosed represents management's best estimates of fair
value.

    The recorded amounts of cash and cash equivalents and bank loans approximate
fair value due to the short-term nature of these instruments.

    Fair value estimates for long-term debt is estimated based on quotes from
dealers for each issue at December 31, 1998 and 1999. Since judgment is required
to develop the estimates, the estimated amounts presented herein may not be
indicative of the amounts that we could realize in a current market exchange.

    As of December 31, 1998 and 1999, fair value of long term debt did not
differ significantly from the carrying amounts.

NOTE 22--RESTRICTIONS ON THE DISTRIBUTION OF EARNINGS

A. DIVIDEND PAYMENTS

    Argentine Law requires that, financial statements prepared in accordance
with Argentine GAAP are to be used as a basis for any dividend payment.
Accordingly, the amounts available for dividend distribution purposes are
calculated based upon the Company's Argentine GAAP financial statements (not
presented herein) and not the figures reported in the accompanying consolidated
financial statements. As of December 31, 1999, the retained earnings available
for dividend distribution were approximately $404,000. Dividends of the Company
are declared in Argentine pesos.

B. LEGAL RESERVES

    Under Argentine Federal Law, a minimum of 5% of net income for each year
calculated in accordance with Argentine GAAP must be appropriated by resolution
of the shareholders to a legal reserve until such reserve reaches 20% of the
outstanding capital. This legal reserve may be used only to absorb deficits.

                                     F-2-28
<PAGE>
                  COMPANIA DE RADIOCOMUNICACIONES MOVILES S.A.
                                 AND SUBSIDIARY

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                          (IN THOUSANDS OF US DOLLARS)

NOTE 23--SEGMENT INFORMATION

    The Company provides different types of services, including wireless
(cellular, trunking and paging), basic telephony (local and long distance), and
internet and data transmission services. Through December 31, 1999,
substantially all of the Company's revenues are from its cellular business. The
Company started providing basic telephony and data transmission by the end of
1999, while the remaining non-cellular services are, on an aggregate basis, less
than 5% of total revenues.

                                     F-2-29
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

                       CONSOLIDATED FINANCIAL STATEMENTS

                  Years ended December 31, 1997, 1998 and 1999
                      with Report of Independent Auditors

                                     F-3-1
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

                       CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


                                   CONTENTS:


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                           <C>
Report of Independent Auditors..............................    F-3-3

Consolidated Financial Statements:
  Consolidated Balance Sheets...............................    F-3-4
  Consolidated Statements of Income.........................    F-3-6
  Consolidated Statements of Changes in Stockholders'
    Equity..................................................    F-3-7
  Consolidated Statements of Changes in Financial
    Position................................................    F-3-8
  Notes to Consolidated Financial Statements................   F-3-10
</TABLE>


                                     F-3-2
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS


To the Stockholders of
Baja Celular Mexicana, S.A. de C.V.


    We have audited the accompanying consolidated balance sheets of Baja Celular
Mexicana, S.A. de C.V. as of December 31, 1998 and 1999, and the related
consolidated statements of income, changes in stockholders' equity, and changes
in financial position for the years ended as of December 31, 1997, 1998 and
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in Mexico which are the same as those followed in the United States of
America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement and are prepared in accordance with accounting principles generally
accepted in Mexico. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Baja Celular Mexicana, S.A. de C.V. as of December 31, 1998 and 1999, and the
consolidated results of their operations, and changes in their financial
position for the years ended as of December 31, 1997, 1998 and 1999, in
conformity with accounting principles generally accepted in Mexico, which differ
in certain significant respects from those followed in the United States of
America (see Note 15 to the Consolidated
Financial Statements).

                                           Mancera, S.C.
                                           Member of Ernst & Young International

                                                      Diego J. Romero


Tijuana, B.C., Mexico
April 28, 2000, except for the restatement to
constant Mexican Pesos as of June 30, 2000
(Note 2), which note is presented as of
August 30, 2000


                                     F-3-3
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

                          CONSOLIDATED BALANCE SHEETS


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                         CONVENIENCE
                                                                         TRANSLATION
                                                 DECEMBER 31,             (NOTE 2)
                                         -----------------------------   -----------
                                             1998            1999           1999
                                             ----            ----           ----
                                                                         (UNAUDITED)
                                                                            US $
                                                                           (000S)
<S>                                      <C>             <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents (Note
    10)................................  PS.    94,303   PS.   101,176      10,625
  Accounts receivable:
    Trade (Note 10)....................        124,985         190,982      20,056
    Sundry debtors.....................          2,424           3,099         325
    Recoverable taxes..................         68,986          77,544       8,143
    Related parties (Note 7)...........         11,415           3,225         339
    Other..............................         14,633          66,373       6,970
                                         -------------   -------------     -------
                                               222,443         341,223      35,833
    Allowance for doubtful accounts....        (10,783)        (20,724)     (2,176)
                                         -------------   -------------     -------
                                               211,660         320,499      33,657

Inventories, net (Note 3)..............        139,087         339,781      35,683
                                         -------------   -------------     -------
Total current assets...................        445,050         761,456      79,965

Property and equipment, net
  (Note 4).............................        907,110       1,340,001     140,724

Goodwill, net (Note 5).................        698,740         637,982      66,999

Other assets, net (Note 6).............         65,233          61,597       6,469
                                         -------------   -------------     -------

Total assets...........................  PS. 2,116,133   PS. 2,801,036     294,157
                                         =============   =============     =======
</TABLE>


                                     F-3-4
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

                          CONSOLIDATED BALANCE SHEETS


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                         CONVENIENCE
                                                                         TRANSLATION
                                                 DECEMBER 31,             (NOTE 2)
                                         -----------------------------   -----------
                                             1998            1999           1999
                                             ----            ----           ----
                                                                         (UNAUDITED)
                                                                            US $
                                                                           (000S)
<S>                                      <C>             <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt
    (Notes 8 and 10)...................  PS.    43,545   PS.    69,547       7,304
  Suppliers (Note 10)..................        136,611         301,177      31,629
  Taxes payable........................         21,385          35,141       3,690
  Ministry of Communications and
    Transportation and long-distance
    carrier companies..................         52,915          33,784       3,547
  Other accounts payable...............         35,663          97,595      10,248
  Related parties (Note 7).............         73,441         193,164      20,286
                                         -------------   -------------     -------
Total current liabilities..............        363,560         730,408      76,704

Long-term debt (Note 8)................        202,272         244,291      25,655
Labor obligations......................            251             751          79
                                         -------------   -------------     -------
Total liabilities......................        566,083         975,450     102,438

COMMITMENTS AND CONTINGENCIES
  (NOTE 14)

STOCKHOLDERS' EQUITY (NOTES 9 AND 13)
  Capital stock........................      1,182,789       1,182,789     124,214
  Retained earnings....................        122,001         264,313      27,757
  Net income...........................        142,312         207,581      21,800
                                         -------------   -------------     -------
Majority stockholders' equity..........      1,447,102       1,654,683     173,771

Minority interest......................        102,948         170,903      17,948
                                         -------------   -------------     -------

Total stockholders' equity.............      1,550,050       1,825,586     191,719
                                         -------------   -------------     -------
Total liabilities and stockholders'
  equity...............................  PS. 2,116,133   PS. 2,801,036     294,157
                                         =============   =============     =======
</TABLE>


                            See accompanying notes.

                                     F-3-5
<PAGE>
                      BAJA CELULAR MEXICANA, S. A. DE C.V.

                       CONSOLIDATED STATEMENTS OF INCOME


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                           CONVENIENCE
                                                                           TRANSLATION
                                      YEARS ENDED DECEMBER 31,              (NOTE 2)
                             -------------------------------------------   -----------
                                1997           1998            1999           1999
                                ----           ----            ----           ----
                                                                           (UNAUDITED)
                                                                              US $
                                                                             (000S)
<S>                          <C>           <C>             <C>             <C>
Revenues (Note 2):
  Connection and rent......  Ps. 156,118   PS.   232,037   PS.   356,620      37,451
  Air time.................      408,304         557,776         961,033     100,926
  Roaming..................      120,284         160,107         196,273      20,612
  Other....................      199,962         276,581         398,561      41,856
Costs and expenses:
  Costs of revenues........      347,679         552,895         994,642     104,455
  Selling expenses.........      126,570         203,556         241,324      25,343
  Administrative
    expenses...............       68,232          84,718         124,072      13,030
  Depreciation.............       84,258          91,789         134,813      14,158
  Amortization.............        5,801           6,955           7,149         751
  Goodwill amortization....       60,758          60,758          60,758       6,381
                             -----------   -------------   -------------     -------
                                 693,298       1,000,671       1,562,758     164,118
                             -----------   -------------   -------------     -------
Operating income...........      191,370         225,830         349,729      36,727
Comprehensive financing
  income (expense)
  (Note 2)
  Interest expense.........      (31,831)        (26,691)        (30,762)     (3,231)
  Interest income..........       51,207          27,655          13,884       1,458
  Foreign exchange gain
    (loss).................       (4,615)        (60,617)         14,460       1,519
  Gain (loss) in net
    monetary position......       (2,782)        (15,555)         (8,101)       (851)
                             -----------   -------------   -------------     -------
                                  11,979         (75,208)        (10,519)     (1,105)
Other income (expenses),
  net......................       20,328          20,352           7,807         820
                             -----------   -------------   -------------     -------
Income before income tax,
  asset tax and minority
  interest income..........      223,677         170,974         347,017      36,442
Income tax (Note 12).......       28,069             125          71,277       7,485
Asset tax (Note 12)........           --              --             204          21
                             -----------   -------------   -------------     -------
Income before minority
  interest.................      195,608         170,849         275,536      28,936
Minority interest income...       35,059          28,537          67,955       7,136
                             -----------   -------------   -------------     -------
Net income.................  Ps. 160,549   PS.   142,312   PS.   207,581      21,800
                             ===========   =============   =============     =======
</TABLE>


                            See accompanying notes.

                                     F-3-6
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)



<TABLE>
<CAPTION>
                                             RETAINED
                                             EARNINGS       MAJORITY                        TOTAL
                                           (ACCUMULATED   STOCKHOLDERS'    MINORITY     STOCKHOLDERS'
                           CAPITAL STOCK     DEFICIT)        EQUITY        INTEREST        EQUITY
                           -------------   ------------   -------------   -----------   -------------
<S>                        <C>             <C>            <C>             <C>           <C>
Balance at
  December 31, 1996......  Ps. 1,182,789   PS. (38,548)   PS. 1,144,241   PS.  39,352   PS. 1,183,593

Net income...............             --       160,549          160,549            --         160,549

Minority interest
  income.................                                                      35,059          35,059
                           -------------   -----------    -------------   -----------   -------------

Balance at
  December 31, 1997......      1,182,789       122,001        1,304,790        74,411       1,379,201

Net income...............                      142,312          142,312            --         142,312

Minority interest
  income.................                                                      28,537          28,537
                           -------------   -----------    -------------   -----------   -------------

Balance at
  December 31, 1998......      1,182,789       264,313        1,447,102       102,948       1,550,050

Net income...............                      207,581          207,581            --         207,581

Minority interest
  income.................                                                      67,955          67,955
                           -------------   -----------    -------------   -----------   -------------

BALANCE AT
  DECEMBER 31, 1999......  PS. 1,182,789   PS. 471,894    PS. 1,654,683   PS. 170,903       1,825,586
                           =============   ===========    =============   ===========   =============
</TABLE>


                            See accompanying notes.

<TABLE>
<CAPTION>
                                                                                         (UNAUDITED)
                                                                                           U.S. $
CONVENIENCE TRANSLATION (NOTE 2)                                                           (000S)
--------------------------------                                                        -------------
<S>                         <C>             <C>           <C>             <C>           <C>
Balance at
  December 31, 1998..................................................................   $     160,362

Net income...........................................................................          21,497

Minority interest income.............................................................           7,037
                                                                                        -------------

BALANCE AT
  DECEMBER 31, 1999..................................................................   $     188,896
                                                                                        =============
</TABLE>

                            See accompanying notes.

                                     F-3-7
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

            CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                 CONVENIENCE
                                                                                 TRANSLATION
                                             YEARS ENDED DECEMBER 31              (NOTE 2)
                                    ------------------------------------------   -----------
                                        1997           1998           1999          1999
                                        ----           ----           ----          ----
                                                                                 (UNAUDITED)
                                                                                    US $
                                                                                   (000S)
<S>                                 <C>            <C>            <C>            <C>
OPERATING ACTIVITIES
Net income........................  Ps.  160,459   PS.  142,312   PS.  207,581      21,800
Items not requiring use of
  resources:
  Depreciation....................        84,258         91,789        134,813      14,158
  Amortization....................         5,801          6,955          7,149         751
  Goodwill amortization...........        60,758         60,758         60,758       6,381
                                    ------------   ------------   ------------     -------
                                         311,366        301,814        410,301      43,090
(Increase) decrease in:
  Trade receivables...............       (26,393)       (40,702)       (56,054)     (5,887)
  Sundry debtors..................         8,882           (944)          (675)        (71)
  Recoverable taxes...............        (5,371)       (40,483)        (8,558)       (899)
  Other accounts receivable.......        (9,490)         3,197        (51,740)     (5,434)
  Inventories.....................       (25,410)       (68,348)      (200,694)    (21,076)
  Related parties.................        (8,951)       (10,522)         8,190         860
  Other assets....................           968          1,290          3,637         382
Increase (decrease) in:
  Suppliers.......................       (23,196)       (45,822)        91,166       9,574
  Due to related parties..........        76,342         78,303        193,123      20,281
  Other accounts and taxes
    payable.......................       (19,711)        45,285         56,554       5,939
  Labor obligations...............           (33)            70            501          53
                                    ------------   ------------   ------------     -------
Resources provided by operating
  activities......................       279,003        223,138        445,751      46,812
FINANCING ACTIVITIES
Proceeds from issuance long-term
  debt............................        36,252             --        143,916      15,114
Repayment of long-term debt.......       (31,922)       (36,595)       (41,213)     (4,328)
Inflation effect and foreign
  exchange from long-term debt....       (32,667)          (283)       (34,683)     (3,642)
Minority interest.................        35,059         28,537         67,955       7,136
                                    ------------   ------------   ------------     -------
Resources provided by (used in)
  financing activities............         6,722         (8,341)       135,975      14,280

                                  See accompanying notes.
</TABLE>


                                     F-3-8
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

      CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION (CONTINUED)


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                 CONVENIENCE
                                                                                 TRANSLATION
                                             YEARS ENDED DECEMBER 31              (NOTE 2)
                                    ------------------------------------------   -----------
                                        1997           1998           1999          1999
                                        ----           ----           ----          ----
                                                                                 (UNAUDITED)
                                                                                    US $
                                                                                   (000S)
<S>                                 <C>            <C>            <C>            <C>
INVESTING ACTIVITIES
Purchase of fixed assets..........  Ps. (256,100)  PS. (384,413)  PS. (574,853)    (60,370)
                                    ------------   ------------   ------------     -------
Resources (used in) investing
  activities......................      (256,100)      (384,413)      (574,853)    (60,370)
Net increase (decrease) in cash
  and cash equivalents............        29,625       (169,616)         6,873         722
Cash and cash equivalents at
  beginning of year...............       234,294        263,919         94,303       9,903
                                    ------------   ------------   ------------     -------
Cash and cash equivalents at end
  of year.........................  Ps.  263,919   PS.   94,303   PS.  101,176      10,625
                                    ============   ============   ============     =======
</TABLE>


                            See accompanying notes.

                                     F-3-9
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 1--DESCRIPTION OF THE BUSINESS

    Baja Celular Mexicana, S.A. de C.V. (the Company or Baja Celular) is a
variable capital corporation incorporated under the laws of Mexico on June 6,
1990, primarily to install, operate and provide cellular mobile radiotelephone
service for a period of twenty years under a concession from the Ministry of
Communications and Transportation, in the states of Baja California, Baja
California Sur, Sonora and Sinaloa, Mexico.

NOTE 2--ACCOUNTING POLICIES AND PRACTICES

BASIS OF CONSOLIDATION

    The accompanying consolidated financial statements include the accounts of
Baja Celular and its subsidiaries, Baja Celular Servicios Corporativos, S.A. de
C.V. and Tamcel, S.A. de C.V. (hereinafter Baja Celular Servicios Corporativos
and Tamcel), which since October 1990 and June 1994 have been 99.90% and 99.99%
owned subsidiaries of Baja Celular, respectively. Also, during 1994, Tamcel
acquired a 25% equity interest in Movitel del Noroeste, S.A. de C.V.(Movitel),
Moviservicios, S.A. de C.V. and Movicelular, S.A. de C.V., companies in which
Tamcel already held a 43% equity interest so that Tamcel's total equity interest
in this group of companies was increased to 68%. All intercompany balances and
transactions have been eliminated.

USE OF ESTIMATES

    The preparation of financial statements in conformity with accounting
principles generally accepted in Mexico requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from these estimates.

CONCENTRATION OF RISK

    The Company invests a portion of its excess cash in cash deposits in
financial institutions with strong credit ratings and has established guidelines
relating to diversification and maturities that maintain safely and liquidity.
The Company has not experienced any losses in its cash equivalents. The Company
does not believe it has significant concentrations of credit risks in its
accounts receivable, because the Company's customers structure includes a lot of
minimum balances, which spreads the trade credit risk.

                                     F-3-10
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 2--ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
RECOGNITION OF THE EFFECTS OF INFLATION


    The Company recognizes the effects of inflation on financial information as
required by Mexican accounting Bulletin B-10 (ACCOUNTING RECOGNITION OF THE
EFFECTS OF INFLATION ON FINANCIAL INFORMATION), as amended, issued by the
Mexican Institute of Certified Public Accountants (IMCP). Consequently, the
amounts shown in the accompanying financial statements and in these notes are
expressed in Mexican pesos with purchasing power as of the most recent
consolidated balance sheets presented, in this case, June 30, 2000.



    The accompanying consolidated financial statements and notes were restated
in constant Mexican pesos as of June 30, 2000, as follows:



    - The consolidated balance sheets, consolidated statements of changes in
      stockholders' equity and the consolidated statements of changes in
      financial position have been restated in constant Mexican pesos as of
      June 30, 2000, using the Mexican National Consumer Price Index (the
      "NCPI") published by Banco de Mexico, and



    - The consolidated statements of income have been restated in constant
      Mexican pesos as of June 30, 2000, using the NCPI for the month in which
      the transactions (income and expenses) occurred.


    The significant inflation accounting concepts and procedures are described
below:

    The net monetary position represents the effect of inflation on monetary
assets and liabilities. The related amounts are included in the consolidated
statements of income as part of the caption Comprehensive financing expense
(income).

    The caption Comprehensive financing expense (income) represents the total
cost of financing which, in inflationary periods, includes not only interest but
also the net monetary position and exchange gains and losses.

CASH EQUIVALENTS

    Cash and cash equivalents are stated at cost plus accrued interest, which
approximates market value.

                                     F-3-11
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 2--ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
ALLOWANCE FOR DOUBTFUL ACCOUNTS

    The allowance for doubtful accounts is increased monthly at a percentage
ranging from 1.5% to 2.5% of total credit sales for the respective month. The
allowance is reviewed periodically based on the probability of collection in the
different categories in the aged listing of accounts receivable.

INVENTORIES AND COST OF SALES

    Inventories are valued at the lower of cost or market and are restated based
on the Mexican National Consumer Price Index (NCPI) published by Banco de Mexico
(Mexico's central bank).

    The allowance for obsolete and slow-moving inventories is determined based
on the decline in market prices due primarily to technological advances in
equipment.

    Cost of sales represents historical operating costs at the time the related
sales were made. Such costs have been restated based on the NCPI.

PROPERTY AND EQUIPMENT

    Property and equipment are restated based on the NCPI. Depreciation on both
historical cost and the restatement increment are computed using the
straight-line method based on the estimated useful lives of the related assets,
which are as follows:

<TABLE>
<CAPTION>
                                              YEARS
                                              -----
<S>                                          <C>
Cellular equipment.........................  5 to 10
Leasehold improvements.....................  20 to 10
Furniture and equipment....................     10
Automotive equipment.......................     5
Access roads...............................     10
</TABLE>

GOODWILL

    Goodwill consists of the excess cost of shares of subsidiaries over the fair
value of the acquired net assets, restated based on the NCPI. Amortization is
computed using the straight-line method over sixteen years, beginning in 1994
(see note 5).

                                     F-3-12
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 2--ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
OTHER ASSETS

    Other assets are restated by applying the NCPI to historical costs.
Amortization was computed using the straight-line method based on the following
estimated
useful lives:

<TABLE>
<CAPTION>
                                                  YEARS
                                                  -----
<S>                                              <C>
Mexican government concession..................     20
Preoperating expenses..........................     10
Installation expenses..........................      5
</TABLE>

STOCKHOLDERS' EQUITY

    Capital accounts and retained earnings were restated based on the NCPI.

TRANSACTIONS IN FOREIGN CURRENCY

    The Company keeps its accounting records in Mexican pesos. Transactions
denominated in foreign currency are translated to Mexican pesos using the
prevailing exchange rate on the day of the related transactions. Balances
denominated in foreign currency at December 31, 1997, 1998 and 1999 were
translated at the prevailing exchange rate at such dates (see Note 10). All
translation adjustments have been included in comprehensive financing expense
(income).

REVENUES RECOGNITION

    Revenues are obtained from initial service activation, basic monthly rental
charges, measured service charges based on the number of minutes and seconds the
service is used, visitor mobile subscriber service charges, and other additional
visitor service charges. All services are billed monthly, at rates authorized by
the Ministry of Communications and Transportation. Revenues are recognized when
such services
are rendered.


CONVENIENCE TRANSLATION



    United States dollar amounts as of December 31, 1999, shown in the
accompanying consolidated financial statements, have been included solely for
the convenience of the reader and are translated from Mexican pesos as a matter
of arithmetic computation only, at an exchange rate of Ps. 9.5222 to one
U.S. dollar,


                                     F-3-13
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 2--ACCOUNTING POLICIES AND PRACTICES (CONTINUED)

which was the exchange rate at December 31, 1999. Such translation should not be
construed as a representation that the Mexican peso amounts could have been or
could be converted into U.S. dollars at this or any other rate.


LABOR OBLIGATIONS

    Under Mexican labor law, employees are entitled to compensation ("seniority
premium") upon death, dismissal or at retirement after 15 or more years of
service. The Company accounts for this obligation in accordance with Bulletin
D-3 ("Labor Obligations") issued by the IMCP; consequently, seniority premium
costs are recognized periodically during the years of service by employees,
based on
actuarial computations.


    Also, in accordance with Mexican labor law, the Company is contingently
liable for severance payments to employees who are unjustifiably dismissed. Such
payments are charged to income in the year in which the decision to dismiss an
employee is made, if such dismissal is considered to be unjustified.


INCOME TAX AND EMPLOYEES' STATUTORY PROFIT SHARING

    Income tax and employee statutory profit sharing provisions are recognized
in operations for the year in which they are incurred and are adjusted for the
effects of certain non-recurring temporary items that are reported for tax
purposes in years other than those in which they are recognized for accounting
purposes. Tax on assets in excess of income tax is recognized in operations in
the year in which incurred.

    The Company provides for income tax using the liability method as required
by Bulletin D-4 issued by the IMCP, which requires that deferred taxes be
provided for identifiable non-recurring temporary differences with a known
turnaround time, using the statutory tax rates at the end of the reporting
period. For the years ended December 31, 1997, 1998 and 1999, Baja Celular
Mexicana, S.A. de C.V. and each of its subsidiaries filed separate tax returns.

    Employees' profit sharing is an obligation under the Mexican Labor Law. It
is determined based on each of the consolidated companies' pretax income and
adjusted on the basis of Mexican Labor Law. During the periods presented, there
were no non-recurring items that would have generated a deferred income tax or
employees' profit sharing provision, as prescribed by Bulletin D-4.

                                     F-3-14
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 2--ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
    See Note 12 regarding revisions to Bulletin D-4 that became effective on
January 1, 2000.

NOTE 3--INVENTORIES

    Inventories consists of the following at December 31:


<TABLE>
<CAPTION>
                                                          1998          1999
                                                          ----          ----
<S>                                                    <C>           <C>
Cellular telephones and accessories..................  PS. 139,834   PS. 360,601
In transit inventories...............................           76         1,042
                                                       -----------   -----------
                                                           139,910       361,643
Reserve for obsolete and slow moving inventories.....         (823)      (21,862)
                                                       -----------   -----------
                                                       PS. 139,087   PS. 339,781
                                                       ===========   ===========
</TABLE>


NOTE 4--PROPERTY AND EQUIPMENT

    An analysis of property and equipment at December 31 is as follows:


<TABLE>
<CAPTION>
                                        1998                           1999
                            ----------------------------   ----------------------------
                                            ACCUMULATED                    ACCUMULATED
                                            DEPRECIATION    INVESTMENT     DEPRECIATION
                                            ------------    ----------     ------------
<S>                         <C>             <C>            <C>             <C>
Land......................  PS.     6,135                  PS.     6,135
Cellular equipment........      1,216,888   PS. 505,049        1,363,781   PS. 611,440
Leasehold improvements....        100,142        24,810          145,596        31,608
Furniture and equipment...        108,725        50,462          140,775        68,924
Automotive equipment......         20,887        10,146           23,540        13,843
                            -------------   -----------    -------------   -----------
                                1,452,777   PS. 590,467        1,679,827   PS. 725,815
                                            ===========                    ===========
Accumulated
  depreciation............       (590,467)                      (725,815)
                            -------------                  -------------
                                  862,310                        954,012
Construction in
  progress................         44,800                        385,989
                            -------------                  -------------
Net.......................  PS.   907,110                  PS. 1,340,001
                            =============                  =============
</TABLE>


NOTE 5--GOODWILL

    During 1994, the Company acquired a 99.99% equity interest in Tamcel, a
holding company. Then, Tamcel acquired an additional 25% equity interest in
other

                                     F-3-15
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 5--GOODWILL (CONTINUED)
companies (see Note 2). As a result of these transactions, the Company
recognized goodwill for the difference between the amount paid for these equity
investments and the fair value of the shares acquired. This goodwill is being
amortized over a period of sixteen years based on the remaining term of the
concession granted by the Ministry of Communications and Transportation.

    An analysis of goodwill is as follows at December 31:


<TABLE>
<CAPTION>
                                          1998                         1999
                               --------------------------   --------------------------
                                             ACCUMULATED                  ACCUMULATED
                                GOODWILL     AMORTIZATION    GOODWILL     AMORTIZATION
                                --------     ------------    --------     ------------
<S>                            <C>           <C>            <C>           <C>
Baja Celular Mexicana........  PS. 614,770   PS. 172,932    PS. 614,770   PS. 211,353
Tamcel.......................      357,426       100,524        357,426       122,861
                               -----------   -----------    -----------   -----------
                                   972,196   PS. 273,456        972,196   PS. 334,214
                               -----------   ===========    -----------   ===========
Net..........................  PS. 698,740                  PS. 637,982
                               ===========                  ===========
</TABLE>


                                     F-3-16
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 6--OTHER ASSETS

    An analysis of other assets is as follows at December 31:


<TABLE>
<CAPTION>
                                                          1998          1999
                                                          ----          ----
<S>                                                    <C>           <C>
Mexican government concession........................  PS.  97,382   PS.  97,382
Preoperating expenses................................       12,259        12,259
Installation expenses................................        3,937            --
Security deposits....................................          194         5,079
AMCEL................................................        2,176         3,200
Other................................................          709         1,112
                                                       -----------   -----------
                                                           116,657       119,032
Accumulated amortization.............................      (51,424)      (57,435)
                                                       -----------   -----------
Net..................................................  PS.  65,233   PS.  61,597
                                                       ===========   ===========
</TABLE>


NOTE 7--RELATED PARTIES

    An analysis of transactions with related parties is as follows:


<TABLE>
<CAPTION>
                                                   YEARS ENDED DECEMBER 31,
                                            --------------------------------------
                                               1997         1998          1999
                                               ----         ----          ----
<S>                                         <C>          <C>           <C>
Rental expense derived from lease signed
  with Vac Industrial, S.A. de C.V........  Ps.  2,069   PS.   2,256   PS.   1,925
Rental expense derived from leases signed
  with certain stockholders...............       2,389         2,657         3,104
Administrative services provided by Vac
  Industrial, S.A. de C.V.................       2,992         4,467         5,323
Sale of telephones to Cedetel and
  Norcel..................................       7,283         7,498            --
Purchase of telephones and Cellular
  equipment from Motorola International...      97,417       223,873       329,306
</TABLE>


                                     F-3-17
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 7--RELATED PARTIES (CONTINUED)
    An analysis of balances due from/to related parties is as follows at
December 31:


<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                       -------------------------
                                                          1998          1999
                                                          ----          ----
<S>                                                    <C>           <C>
Receivables from affiliated companies:
Vac Industrial.......................................  PS.      --   PS.      47
Cedetel..............................................        9,425           988
Norcel...............................................        1,990         2,190
Motorola International...............................           --            --
                                                       -----------   -----------
                                                       PS.  11,415   PS.   3,225
                                                       ===========   ===========
Payables to affiliated companies:
Vac Industrial.......................................  PS.      41   PS.      --
Cedetel..............................................           --         5,032
Motorola International...............................       73,400       188,132
                                                       -----------   -----------
                                                       PS.  73,441   PS. 193,164
                                                       ===========   ===========
</TABLE>


NOTE 8--ANALYSIS OF LONG-TERM DEBT

    All long-term debt corresponds to bank loans, as follows:


<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                       -------------------------
                                                          1998          1999
                                                          ----          ----
<S>                                                    <C>           <C>
Revolving line of credit in U.S. dollars from
  Citibank, N.A., Bahamas branch at LIBOR rate plus 6
  points interest paid. One of the Company's
  shareholders (Motorola) acts as a guarantor for
  this line of credit................................  PS.   6,202   PS.   3,553
Revolving line of credit in U.S. dollars from Banco
  Nacional de Comercio Exterior, S.N.C. at LIBOR rate
  plus .625%, semi-annually..........................       44,463        25,474
Industrial mortgage loan on cellular equipment in
  U.S. dollars from Banco Bilbao Vizcaya, repayable
  in semi-annual installments through 2002. Annual
  interest ranges from 8% to 10%.....................       43,721        25,076
</TABLE>


                                     F-3-18
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 8--ANALYSIS OF LONG-TERM DEBT (CONTINUED)


<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                       -------------------------
                                                          1998          1999
                                                          ----          ----
<S>                                                    <C>           <C>
Revolving line of credit in U.S. dollars from
  Citibank, at 9.1225% annual interest. One of the
  Company's shareholders (Motorola) acts as a
  guarantor for this line of credit..................      115,670       102,663
Revolving line of credit in U.S. dollars from
  Citibank, at LIBOR rate plus 2.25%, interest
  payable semi-annually interest, due 2002. One of
  the Company's shareholders (Motorola) acts as a
  guarantor for this line
  of credit..........................................       31,371        19,257
Loan from ABN AMRO Bank N.V. at interest rate
  LIBOR plus 2% repayable in 10 semi-annual
  installments, due 2004. According to loan
  covenants, Tamcel will not declare or pay any
  dividends on any class of capital stock and will
  not purchase, redeem or acquire any of its capital
  stock. In the case of Baja Celular, the Company
  shall not permit the stockholders to authorize the
  payment of dividends on its capital stock for any
  amount higher than 50% of net income of the
  previous
  fiscal year........................................           --       135,119
Revolving line of credit in U.S. dollars from
  Citibank, at LIBOR rate plus 2.50% multiplied by a
  gross-up factor, interest payable semi-annually,
  due 2002. One of the Company's stockholders
  (Motorola) acts as a guarantor for this line of
  credit.............................................        4,390         2,696
                                                       -----------   -----------
Total................................................  PS. 245,817   PS. 313,838
Less current portion.................................      (43,545)      (69,547)
                                                       -----------   -----------
Total long-term debt.................................  PS. 202,272   PS. 244,291
                                                       ===========   ===========
</TABLE>


    Motorola Inc. acts as the guarantor of the revolving lines of credit
obtained from Citibank. The Company pledged, as security to Motorola, its stock
certificates representing 23% of its capital stock (see Note 9).

                                     F-3-19
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 8--ANALYSIS OF LONG-TERM DEBT (CONTINUED)
    Annual maturities on long-term debt are as follows at December 31, 1999:


<TABLE>
<CAPTION>
YEAR
----
<S>                                        <C>
2001.....................................  Ps. 161,198
2002.....................................       37,903
2003.....................................       30,276
2004.....................................       14,914
                                           -----------
Total....................................  Ps. 244,291
                                           ===========
</TABLE>


NOTE 9--STOCKHOLDERS' EQUITY


    a) Capital stock at December 31, 1998 and 1999 is Ps. 371,210, of which Ps.
5,077 constitutes fixed capital and Ps. 365,988, variable capital. Capital stock
is represented by 131,034 shares with no par value, 15,828 series "A" shares and
15,206 series "B" shares. Restated capital stock at December 31, 1998 and 1999
is Ps. 1,182,789.



    b) The Company is legally required to appropriate at least 5% of its net
income of each year to increase the legal reserve. This practice must be
continued until the legal reserve is equal to 20% of capital issued and
outstanding. During 1999, the Company increased its legal reserve in the amount
of Ps. 23,595, as a part of
retained earnings.


    c) In conformity with Mexican income tax law, cash dividends paid and
received by companies within the same consolidating group are tax exempt. Cash
dividends paid to stockholders outside the group from the so-called "net tax
profit account" (i.e., from earnings on which Mexican corporate income taxes
have already been paid) are also tax exempt. Any distribution in excess of this
amount is subject to taxation.

    d) Effective January 1, 1999, the corporate income tax rate was increased
from 34% to 35%. However, corporate taxpayers have the option of deferring a
portion of this increase so that the tax payable will represent 30% of taxable
income (32% in 1999). The earnings on which there is a deferral of taxes must be
controlled in a so-called "net reinvested tax profit account" ("CUFINRE"). This
is to clearly identify the earnings on which the taxpayer has opted to defer
payment of corporate
income tax.

                                     F-3-20
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 9--STOCKHOLDERS' EQUITY (CONTINUED)
    If the Company opts for this tax deferral, in 2000, earnings will be
considered to be distributed first from the "CUFINRE" and any excess will be
paid from the "net tax profit account" ("CUFIN") so as to pay the 5% deferred
tax (3% for 1999).

    Any distribution of earnings in excess of the above-mentioned account
balances will be subject to payment of 35% corporate income tax.

    In addition, effective January 1, 1999, cash dividends obtained by
individuals or residents abroad will be subject to a 5% withholding tax on the
amount of the dividend multiplied by 1.5385 (1.515 for dividends paid from the
determined balance of the "CUFIN" account at December 31, 1998). The accumulated
balance of the net tax profit account (CUFIN) at December 31, 1999 was Ps.
131,121. See dividends restrictions in Notes 8 and 13.

NOTE 10--FOREIGN CURRENCY POSITION

    The consolidated financial statements at December 31, 1998 and 1999 include
the following U.S. dollar denominated assets and liabilities:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                           --------------------
                                                             1998       1999
                                                             ----       ----
                                                              (EXPRESSED IN
                                                               THOUSANDS OF
                                                              U.S. DOLLARS)
<S>                                                        <C>        <C>
Assets:
  Cash...................................................  $  5,162   $   4,968
  Trade receivables......................................       924         738
  Other..................................................       127       2,923
                                                           --------   ---------
                                                              6,213       8,629
Liabilities:
  Current portion of long-term debt......................     3,764       5,651
  Suppliers..............................................    16,011      47,392
  Long-term debt.........................................    17,487      25,920
  Accrued interest.......................................       536         187
                                                           --------   ---------
                                                             37,798      79,150
                                                           --------   ---------
Net short position.......................................  $(31,585)  $ (70,521)
                                                           ========   =========
</TABLE>

                                     F-3-21
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 10--FOREIGN CURRENCY POSITION (CONTINUED)

    The exchange rates used to translate the above-mentioned U.S. dollar
denominated balances at December 31, 1998 and 1999 were as follows:

<TABLE>
<CAPTION>
   1998                  1999
   ----                  ----
       (MEXICAN PESOS FOR
        ONE U.S. DOLLAR)
<S>                   <C>
PS. 9.8650            PS. 9.5222
</TABLE>

    At April 28, 2000, the exchange rate was Ps. 9.4521 per U.S. dollar.

NOTE 11--ADVERTISING AND LEASING EXPENSES


    The advertising expenses were Ps. 30,925 and Ps. 45,061, and the leasing
expenses were Ps. 18,093 and Ps. 21,616 in 1998 and 1999 respectively.


NOTE 12--INCOME TAX AND ASSET TAX

    The Company is subject to payment of both income tax and asset tax. Since
the beginning of 1997, these taxes have been computed on a consolidated basis.

    The 1.8% asset tax (which is a minimum income tax) is payable on the average
value of most assets net of certain liabilities. Since asset tax may be credited
against income tax, the former is actually payable only to the extent that it
exceeds
income tax.


    Book and tax results are not the same due to temporary differences in income
for financial and tax reporting purposes, as well as permanent differences. At
December 31, 1999, there were net temporary differences amounting to
Ps. 612,390 that were deducted for tax purposes although no corresponding
deferred tax liability has been recorded because such items are considered
recurring or will not reverse in a definite period of time, principally for
inventories, property and equipment and tax loss carryforwards:



<TABLE>
<S>                                                <C>
Inventories......................................  Ps. 339,727
Property and equipment...........................      350,398
Allowance for doubtful accounts..................      (20,727)
Advances from customers..........................       (2,812)
Tax loss carryforwards...........................      (54,196)
                                                   -----------
                                                   Ps. 612,390
                                                   ===========
</TABLE>


                                     F-3-22
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 12--INCOME TAX AND ASSET TAX (CONTINUED)
    A new version of Mexican Accounting Bulletin D-4, "Deferred Income Tax",
became effective on January 1, 2000. Under new Bulletin D-4, all deferred income
taxes, including those arising from recurring temporary differences between book
and taxable income, and the tax effects of tax loss carryforwards, will have to
be recognized in the financial statements. Such deferred income taxes will be
calculated under the asset and liability method that compares the book and tax
values of the Company's assets and liabilities. From this comparison temporary
differences are determined, to which the tax rate effective at the end of the
year end is applied.


    The cumulative effect of the adoption of this new bulletin in January 1,
2000 will reduce stockholders' equity by approximately Ps. 214,337 and results
in the registration of a deferred tax liability of Ps. 214,337. Subsequent
effects derived from deferred income taxes, will be recognized in the
consolidated statements of income or stockholders' equity, as appropriate.


NOTE 13--APPROVAL OF FINANCIAL STATEMENTS

    The consolidated financial statements for the years ended December 31, 1994
through 1999 have not been approved by the Company since no stockholders'
meetings have been held as required by Article 172 of the Mexican Corporations
Act and the Company's by laws. No dividends may be distributed until these
meetings
are held.

NOTE 14--COMMITMENTS AND CONTINGENCIES

    a) The Company is required to pay the Mexican government semiannually the
equivalent of 5% and 6% of gross revenues obtained by Baja Celular and Movitel,
respectively, from services provided in terms of the concession. These payments
are made in addition to the amount paid for the government concession (Note 6).

    b) Federal and state taxes are open to review by the authorities for a
period of five years.

NOTE 15-- DIFFERENCES BETWEEN MEXICAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES

    These consolidated financial statements are prepared in accordance with
accounting principles generally accepted in Mexico ("Mexican GAAP"), which
differ

                                     F-3-23
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 15-- DIFFERENCES BETWEEN MEXICAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
in certain significant respects from United States generally accepted accounting
principles ("U.S. GAAP").

    The following reconciliation to U.S. GAAP does not include the reversal of
the adjustments to the consolidated financial statements for the effects of
inflation required under Bulletin B-10, as amended. The application of Bulletin
B-10 represents a comprehensive measure of the effect of price level changes in
the inflationary Mexican economy and, as such, is considered a more meaningful
presentation than financial reporting based on historical cost for both Mexican
and United States accounting purposes.


    The principal differences between Mexican GAAP and U.S. GAAP, as they relate
to the Company, are listed below, with an explanation, where appropriate, of the
adjustments that affect consolidated operating income, net income, stockholders'
equity and resources provided by operating and financing activities for each of
the years ended December 31, 1997, 1998 and 1999.


DEFERRED INCOME TAXES

    Under Mexican GAAP, through December 31, 1999 deferred income taxes were
provided for identifiable non-recurring temporary differences (those expected to
reverse over a known period of time) at rates in effect at the end of the period
covered by the financial statements. Benefits from loss carryforwards were not
recognized before the period in which the carryforward was utilized. For
purposes of this reconciliation, the Company has applied Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"), for
all periods presented, which requires that deferred income taxes be determined
using the liability method for all temporary differences between financial
reporting amounts and the tax basis of assets and liabilities, and that deferred
taxes on such differences be measured at the enacted income tax rates for the
year in which such taxes are expected to be payable or refundable.

    It is assumed that all retained earnings will be distributed to the
stockholders' and, accordingly, will give rise to income tax under the general
regime. Under Mexican tax legislation until 1999, income tax paid on dividends
was a corporate tax and not an individual tax. Effective January 1, 1999, in
addition to the corporate tax,

                                     F-3-24
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 15-- DIFFERENCES BETWEEN MEXICAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
cash dividends paid to the Company's stockholders will be subject to an
individual tax withholding of approximately 7.60%.

    Under Mexican GAAP the deferred tax provision must always be classified as a
current liability. Under the US GAAP criteria the deferred tax provision could
be presented both as a current or as a long-term liability, based on the type of
temporary difference that originated it.

    New Bulletin D-4 became effective January 1, 2000 (see Note 12).

CAPITALIZED FINANCING COST

    Under Mexican GAAP, capitalization of comprehensive financing cost on assets
under construction or in the pre-operating stage is allowed but not required.
The Company has elected not to capitalize such comprehensive financing cost.
Under U.S. GAAP, interest expense incurred during the construction period on
qualifying expenditures must be capitalized. For U.S. GAAP purposes, and since
the Company is financed in U.S. dollars, interest cost is capitalized.

MINORITY INTEREST


    For U.S. GAAP purposes, minority interest of Ps. 102,948 and, Ps. 170,903 at
December 31, 1998 and 1999 respectively, has been excluded from
stockholders' equity.


EFFECT OF INFLATION ACCOUNTING ON U.S. GAAP ADJUSTMENTS

    To determine the net effect on the consolidated financial statements of
recognizing U.S. GAAP adjustments, it is necessary to recognize the effects of
applying Mexican GAAP inflation accounting provisions (described in Note 2) to
the U.S. GAAP adjustments. As of December 31, 1997, 1998 and 1999, the monetary
gain on deferred taxes has been included in income for U.S. GAAP
reconciliation purposes.

COMPREHENSIVE INCOME

    Effective January 1, 1999, the Company adopted Statement 130, "Reporting
Comprehensive Income." Statement 130 establishes new rules for the reporting and
disclosure of comprehensive income and its components. Comprehensive income is

                                     F-3-25
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 15-- DIFFERENCES BETWEEN MEXICAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
the change during a period in an enterprise's equity from transactions and other
events and circumstances arising from non-owner sources. The Company has not
presented a U.S. GAAP statement of comprehensive income as there have been no
qualifying comprehensive income transactions.

CASH FLOW INFORMATION

    Under Mexican GAAP, the Company presents statements of changes in financial
position, as described in Note 2.

    The change in the financial statement balances included in these statements
constitute cash flow activity stated in constant Mexican pesos (including
monetary and foreign exchange gains and losses).

    In accordance with Mexican GAAP, the change in current and long-term debt
due to restatements in constant Mexican pesos, including the effect of foreign
exchange differences, is presented in the statements of changes in financial
position in the financing activities section.

    Under Mexican GAAP the gain from monetary position and the exchange gain or
loss are not presented in the operating activities section as reconciling
adjustments, as they are included in the respective monetary asset or liability
line. Statement of Financial Accounting Standards No. 95 ("SFAS 95"), "Statement
of Cash Flows," however, does not provide guidance with respect to price-level
restated financial statements. For U.S. GAAP purposes, the gain from monetary
position and the devaluation loss related to debt are reclassified to the
operating activities section. The totals of the consolidated statements of
changes in financial position under U.S. GAAP would be changed as follows:

PREOPERATING EXPENSES

    Under Mexican GAAP preoperating expenses are amortized to the income
statement over a period of twenty years. For U.S. GAAP purposes, starting after
December 15, 1998, these expenses must be expensed when incurred. Previously
deferred costs are written off in the year the statement is first applied as a
cumulative catch up adjustment.

                                     F-3-26
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 15-- DIFFERENCES BETWEEN MEXICAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
CASH FLOW INFORMATION


<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,
                                        -------------------------------------------
                                            1997           1998           1999
                                            ----           ----           ----
<S>                                     <C>            <C>            <C>
OPERATING ACTIVITIES:
Net income............................  Ps.  108,091    Ps.  91,803    Ps.  207,535
Adjustments to reconcile net income to
  net cash provided by operating
  activities:
  Depreciation........................        84,363         92,124         135,777
  Amortization........................         5,802          6,955           6,022
  Goodwill amortization...............        60,758         60,758          60,758
  Deferred income tax.................        73,140         82,799          44,124
  Minority interest...................        25,294         22,370          53,289
  Preoperating expenses...............            --             --           2,834
                                        ------------   ------------   -------------
                                             357,448        356,809         510,339
Changes in assets and liabilities:
Trade receivables.....................       (26,393)       (40,702)        (56,054)
Sundry debtors........................         8,881           (944)           (675)
Recoverable taxes.....................        (5,371)       (40,483)         (8,558)
Other accounts receivable.............        (9,490)         3,197         (51,740)
Inventories...........................       (25,410)       (68,348)       (200,694)
Related parties.......................        (8,951)       (10,522)          8,190
Other assets..........................           968          1,290           3,637
Suppliers.............................        52,125         27,577         279,297
Due to related parties................         1,020          4,904           4,990
Taxes payable and other accruals......       (19,743)        45,355          57,056
Inflation effect and foreign exchange
  on financing activities.............       (41,378)       (20,454)        (55,650)
                                        ------------   ------------   -------------
Resources provided by operating
  activities..........................       283,706        257,679         490,138
</TABLE>


                                     F-3-27
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 15-- DIFFERENCES BETWEEN MEXICAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)


<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,
                                        -------------------------------------------
                                            1997           1998           1999
                                            ----           ----           ----
<S>                                     <C>            <C>            <C>
FINANCING ACTIVITIES:
Proceeds from issuance of long-term
  debt................................        36,252             --         143,916
Repayment of long-term debt...........       (31,922)       (36,595)        (41,213)
                                        ------------   ------------   -------------
Net cash provided by (used in)
  financing activities................         4,330        (36,595)        102,703

INVESTING ACTIVITIES:
Purchase of fixed assets..............      (258,411)      (390,700)       (585,968)
                                        ------------   ------------   -------------
Net cash used in investing
  activities..........................      (258,411)      (390,700)       (585,968)

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS....................        29,625       (169,616)          6,873
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF YEAR.............................       234,294        263,919          94,303
                                        ------------   ------------   -------------
CASH AND CASH EQUIVALENTS AT END
  OF YEAR.............................  Ps.  263,919    Ps.  94,303    Ps.  101,176
                                        ============   ============   =============
</TABLE>



<TABLE>
<CAPTION>
                                                     YEARS ENDED DECEMBER 31,
                                               ------------------------------------
                                                  1997         1998         1999
                                                  ----         ----         ----
<S>                                            <C>          <C>          <C>
Interest paid................................  Ps. 31,645   Ps. 23,206   Ps. 24,816
Income tax paid..............................          --           --           --
</TABLE>


                                     F-3-28
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 15-- DIFFERENCES BETWEEN MEXICAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
SUMMARY OF ADJUSTMENTS TO RECONCILE MEXICAN AND U.S. GAAP

    The following is a summary of net income adjusted to take into account
certain material differences between Mexican GAAP and U.S. GAAP.


<TABLE>
<CAPTION>
                                                      YEARS ENDED DECEMBER 31,
                                               ---------------------------------------
                                                  1997          1998          1999
                                                  ----          ----          ----
<S>                                            <C>           <C>           <C>
Net income as reported under Mexican GAAP....  Ps. 160,549   Ps. 142,312   Ps. 207,581

Approximate adjustments to reconcile net
  income to U.S. GAAP:
Deferred income taxes........................      (73,140)      (82,799)      (44,124)
Net monetary position related to deferred
  income taxes...............................        8,711        20,171        20,968
Capitalized interest.........................        2,311         6,287        11,115
Depreciation on capitalized interest.........         (105)         (335)         (964)
Preoperating expenses........................           --            --       (40,513)
Accumulated amortization at beginning of the
  year on the preoperating expenses..........           --            --        37,679
Amortization on preoperating expenses........           --            --         1,127
                                               -----------   -----------   -----------
                                                    98,326        85,636       192,869
Minority interest from the above effects.....        9,765         6,167        14,666
                                               -----------   -----------   -----------
Approximate net income under U.S. GAAP.......  Ps. 108,091    Ps. 91,803   Ps. 207,535
                                               ===========   ===========   ===========
</TABLE>



    After the foregoing approximate adjustment for depreciation on capitalized
interest and amortization of preoperating expenses, operating income under U.S.
GAAP would be Ps. 191,264, Ps. 225,495 and Ps. 349,891 in 1997, 1998 and
1999, respectively.



    Total assets under U.S. GAAP were Ps. 2,125,295 in 1998 and Ps. 2,819,655 in
1999. The difference in total assets between Mexican and U.S. GAAP is comprised
of the foreign exchange loss and the monetary gain on financing in U.S. dollars
capitalized in assets under construction and preoperating expenses net of
accumulated depreciation.


                                     F-3-29
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 15-- DIFFERENCES BETWEEN MEXICAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
    The following is a summary of stockholders' equity adjusted to take into
account the aforementioned differences between Mexican and U.S. GAAP:


<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,
                                       ---------------------------------------------
                                           1997            1998            1999
                                           ----            ----            ----
<S>                                    <C>             <C>             <C>
Majority stockholders' equity as
  reported under Mexican GAAP........  Ps. 1,304,790   Ps. 1,447,102   Ps. 1,654,683
Approximate adjustments to reconcile
  stockholders' equity to U.S. GAAP:
Preoperating expenses................             --              --         (40,513)
Accumulated amortization on
  preoperating expenses..............             --              --          38,806
Capitalized interest.................          3,357           9,644          20,759
Accumulated depreciation on
  capitalized interest...............           (149)           (484)         (1,448)
Deferred income taxes................       (128,553)       (191,181)       (214,337)
                                       -------------   -------------   -------------
                                           1,179,445       1,265,081       1,457,950
Minority interest from the above
  effects............................         14,534          20,701          35,367
                                       -------------   -------------   -------------
Approximate stockholders' equity
  under U.S. GAAP....................  Ps. 1,193,979   Ps. 1,285,782   Ps. 1,493,317
                                       =============   =============   =============
</TABLE>


                                     F-3-30
<PAGE>
                      BAJA CELULAR MEXICANA, S.A. DE C.V.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        DECEMBER 31, 1997, 1998 AND 1999


     (IN THOUSANDS OF MEXICAN PESOS WITH PURCHASING POWER AT JUNE 30, 2000)


NOTE 15-- DIFFERENCES BETWEEN MEXICAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
    The following is a summary of the consolidated statements of changes in
stockholders' equity in accordance with U.S. GAAP:

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                           RETAINED
                                                           EARNINGS         TOTAL
                                                         (ACCUMULATED   STOCKHOLDERS'
                                        CAPITAL STOCK      DEFICIT)        EQUITY
                                        -------------      --------        ------
<S>                                     <C>              <C>            <C>
Balance at December 31, 1996..........  Ps. 1,182,789    Ps. (96,901)   Ps. 1,085,888
Net income of 1997....................                       108,091          108,091
                                        -------------    -----------    -------------
Balance at December 31, 1997..........      1,182,789         11,190        1,193,979
Net income of 1998....................                        91,803           91,803
                                        -------------    -----------    -------------
Balance at December 31, 1998..........      1,182,789        102,993        1,285,782
Net income of 1999....................                       207,535          207,535
                                        -------------    -----------    -------------
Balance at December 31, 1999..........  PS. 1,182,789    PS. 310,528    PS. 1,493,317
                                        =============    ===========    =============
</TABLE>


                                     F-3-31
<PAGE>
                         ENTEL TELEFONIA PERSONAL S.A.
                                AND SUBSIDIARIES

                       CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1998 and 1999
                  (With Independent Auditors' Report Thereon)

                                     F-4-1
<PAGE>
                         ENTEL TELEFONIA PERSONAL S.A.
                                AND SUBSIDIARIES
                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                           <C>
Independent Auditors' Report................................    F-4-3

Consolidated Balance Sheets.................................    F-4-4

Consolidated Statements of Income...........................    F-4-6

Consolidated Statements of Cash Flows.......................    F-4-8

Notes to the Consolidated Financial Statements..............   F-4-14
</TABLE>


                                     F-4-2
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders of
Entel Telefonia Personal S.A.:


    We have audited the accompanying consolidated balance sheets of Entel
Telefonia Personal S.A. and Subsidiaries as of December 31, 1998 and 1999 and
the related consolidated statements of income and cash flows for each of the
three years in the period ended December 31, 1999, all expressed in thousands of
constant Chilean pesos of June 30, 2000. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.


    We conducted our audits in accordance with auditing standards generally
accepted in Chile and in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Entel
Telefonia Personal S.A. and subsidiaries as of December 31, 1998 and 1999 and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles in Chile.

    Accounting principles generally accepted in Chile vary in certain
significant respects from accounting principles generally accepted in the United
States of America. The application of the latter would have affected the
determination of net income for each of the three years in the period ended
December 31, 1999 and of shareholders' equity as of December 31, 1998 and 1999
to the extent summarized in Note 29 to the consolidated financial statements.

                                           Deloitte & Touche


Santiago, Chile
January 21, 2000, except for note 29, as to which the date is April 24, 2000 and
the updating to June 30, 2000 currency, as to which the date is September 11,
2000


                                     F-4-3
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                      CONVENIENCE
                                                                                      TRANSLATION
                                                          DECEMBER 31,                 (NOTE 3T)
                                              -------------------------------------   -----------
                                    NOTES           1998                1999             1999
                                    -----           ----                ----             ----
                                                                                      (UNAUDITED)
                                                                                         US $
                                                                                        (000S)
<S>                                <C>        <C>                 <C>                 <C>
ASSETS
Current assets:
Cash.............................             ThCh $    501,564   ThCh $    586,661       1,089
Marketable securities............      6                 76,768           1,333,610       2,476
Trade accounts receivable, net...      7             11,252,438          33,689,580      62,548
Notes receivable, net............      8                744,292           1,737,336       3,226
Other accounts receivable........      9              1,147,303           3,054,104       5,670
Due from related companies.......     10              2,304,947           4,885,693       9,071
Inventories......................     11             14,963,162          11,370,701      21,111
Recoverable taxes................     12             12,523,641          20,904,685      38,811
Prepaid expenses.................                     1,016,693             754,443       1,401
Other current assets.............     13              2,367,263          19,180,741      35,611
                                              -----------------   -----------------     -------
Total current assets.............                    46,898,071          97,497,554     181,014
                                              -----------------   -----------------     -------
Property, plant and equipment:        14
Land.............................                     1,481,087           1,736,289       3,224
Buildings and infrastructure.....                    33,349,555          94,526,497     175,498
Machinery and equipment..........                    83,729,962          76,730,183     142,457
Others...........................                    34,532,055          51,233,531      95,119
                                              -----------------   -----------------     -------
                                                    153,092,659         224,226,500     416,298
Less: Accumulated depreciation...                   (12,667,564)        (27,640,333)    (51,317)
                                              -----------------   -----------------     -------
Net property, plant and
  equipment......................                   140,425,095         196,586,167     364,981
                                              -----------------   -----------------     -------
Other assets:
Investment in related
  companies......................     15                883,229                  --          --
Goodwill, net....................     15              2,796,552           2,427,960       4,508
Prepaid expenses, long-term......                       675,348           1,138,589       2,114
Intangibles other than
  goodwill.......................                     1,277,403           1,309,698       2,432
Accumulated amortization of
  intangibles....................                       (32,297)           (140,854)       (262)
Others...........................                        81,095              78,279         145
                                              -----------------   -----------------     -------
Total other assets...............                     5,681,330           4,813,672       8,937
                                              -----------------   -----------------     -------
Total assets.....................             ThCh $193,004,496   ThCh $298,897,393     554,932
                                              =================   =================     =======
</TABLE>


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

                                     F-4-4
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                      CONVENIENCE
                                                                                      TRANSLATION
                                                          DECEMBER 31,                 (NOTE 3T)
                                              -------------------------------------   -----------
                                    NOTES           1998                1999             1999
                                    -----           ----                ----             ----
                                                                                      (UNAUDITED)
                                                                                         US $
                                                                                        (000S)
<S>                                <C>        <C>                 <C>                 <C>
LIABILITIES AND SHAREHOLDERS'
  EQUITY
Current Liabilities:
Banks and financial
  institutions...................     16      ThCh $  5,672,045   ThCh $     60,712         113
Current portion of long-term
  liabilities with banks and
  other financial institutions...     16              2,062,287           2,792,291       5,184
Current portion of notes payable
  and other long-term
  liabilities....................     16              1,357,970           4,105,264       7,622
Accounts payable.................     17             11,058,754          18,655,771      34,636
Notes payable....................                    11,648,865           3,554,008       6,598
Due to related companies.........     10             20,641,774         105,157,153     195,234
Accruals.........................     18                561,214             974,826       1,810
Withholdings.....................                       344,187             392,439         728
Income taxes.....................     20                     --           4,052,050       7,523
Other current liabilities........                            --             463,201         860
                                              -----------------   -----------------     -------
Total current liabilities........                    53,347,096         140,207,715     260,308
                                              -----------------   -----------------     -------
Long-term Liabilities:                16
Due to banks and other financial
  institutions...................                     4,521,280           1,356,979       2,519
Notes payable and other
  liabilities....................                     5,918,100           3,245,061       6,025
Due to related companies.........     10             42,024,960          45,779,744      84,995
                                              -----------------   -----------------     -------
Total long-term liabilities......                    52,464,340          50,381,784      93,539
                                              -----------------   -----------------     -------
Commitments and contingencies....     25                     --                  --          --
                                              -----------------   -----------------     -------
Minority interest................                        75,318              67,142         125
                                              -----------------   -----------------     -------
Shareholders' Equity:                 19
Common stock, no par value
  authorized, subscribed and
  paid-in; 85,272 shares in 1998
  and 1999.......................                   117,202,996         117,202,996     217,599
Additional paid-in capital.......                     1,019,067           1,019,067       1,892
Accumulated deficit of
  subsidiaries in development
  stage..........................                    (2,116,275)         (2,116,275)     (3,929)
Accumulated loss.................                   (11,054,450)        (28,988,045)    (53,819)
Income (loss) for the year.......                   (17,933,596)         21,123,009      39,217
                                              -----------------   -----------------     -------
Total shareholders' equity.......                    87,117,742         108,240,752     200,960
                                              -----------------   -----------------     -------
Total liabilities and
  shareholders' equity...........             ThCh $193,004,496   ThCh $298,897,393     554,932
                                              =================   =================     =======
</TABLE>


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

                                     F-4-5
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                              CONVENIENCE
                                                                                              TRANSLATION
                                               FOR THE YEAR ENDED DECEMBER 31,                 (NOTE 3T)
                                  ---------------------------------------------------------   -----------
                                        1997                1998                1999             1999
                        NOTES           ----                ----                ----             ----
                                                                                              (UNAUDITED)
                                                                                                 US $
                                                                                                (000S)
<S>                    <C>        <C>                 <C>                 <C>                 <C>
Net sales............             ThCh $ 24,300,109   ThCh $ 35,658,478   ThCh $100,077,294     185,803
Cost of sales........                   (13,020,429)        (22,790,136)        (56,326,332)   (104,575)
                                  -----------------   -----------------   -----------------    --------
Gross profit.........                    11,279,680          12,868,342          43,750,962      81,228
Selling and
  administrative
  expenses...........                   (11,335,839)        (24,869,911)        (43,656,143)    (81,052)
                                  -----------------   -----------------   -----------------    --------
Operating (loss)
  income.............                       (56,159)        (12,001,569)             94,819         176
                                  -----------------   -----------------   -----------------    --------
Other income
  (expenses):
Interest income......                       443,685           1,310,837             339,979         631
Equity in income of
  related
  companies..........                         5,201              11,334              13,068          24
Other income.........     24                 58,781                 912          37,101,910      68,883
Amortization of
  goodwill...........     15                (37,441)           (171,983)           (368,592)       (684)
Interest expense.....                    (1,306,715)         (7,935,883)        (10,456,201)    (19,413)
Other expense........                       (80,116)           (229,662)           (494,862)       (918)
Price-level
  restatement........      5               (129,807)          1,067,055          (1,063,239)     (1,974)
                                  -----------------   -----------------   -----------------    --------
Other income
  (expenses),
  net................                    (1,046,412)         (5,947,390)         25,072,063      46,549
                                  -----------------   -----------------   -----------------    --------
Income (loss) before
  income taxes,
  minority interest
  and extraordinary
  item...............                    (1,102,571)        (17,948,959)         25,166,882      46,725
Income taxes.........     20                     --                  --          (5,869,010)    (10,896)
                                  -----------------   -----------------   -----------------    --------
</TABLE>


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

                                     F-4-6
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                              CONVENIENCE
                                                                                              TRANSLATION
                                               FOR THE YEAR ENDED DECEMBER 31,                 (NOTE 3T)
                                  ---------------------------------------------------------   -----------
                                        1997                1998                1999             1999
                        NOTES           ----                ----                ----             ----
                                                                                              (UNAUDITED)
                                                                                                 US $
                                                                                                (000S)
<S>                    <C>        <C>                 <C>                 <C>                 <C>
Income (loss) before
  minority interest
  and extraordinary
  item...............                    (1,102,571)        (17,948,959)         19,297,872      35,829
Minority interest....                           319              15,363               8,177          15
                                  -----------------   -----------------   -----------------    --------
Income (loss) before
  extraordinary
  item...............                    (1,102,252)        (17,933,596)         19,306,049      35,844
Extraordinary item:
Application of tax
  loss carryforward
  from prior years...     20                     --                  --           1,816,960       3,373
                                  -----------------   -----------------   -----------------    --------
Net income (loss) for
  the year...........             ThCh $ (1,102,252)  ThCh $(17,933,596)  ThCh $ 21,123,009      39,217
                                  =================   =================   =================    ========
</TABLE>


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

                                     F-4-7
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                     CONVENIENCE
                                                                                     TRANSLATION
                                     FOR THE YEAR ENDED DECEMBER 31,                  (NOTE 3T)
                       -----------------------------------------------------------   -----------
                             1997                 1998                 1999             1999
                             ----                 ----                 ----             ----
                                                                                     (UNAUDITED)
                                                                                        US $
                                                                                       (000S)
<S>                    <C>                 <C>                  <C>                  <C>
Cash flows from
  operating
  activities:
Cash received from
  customers..........  ThCh $ 26,983,031   ThCh $  36,762,883   ThCh $  86,030,852     159,725
Interest income
  received...........            653,454            2,925,639              147,844         274
Payment to suppliers
  and personnel......        (23,354,526)         (50,893,321)        (118,106,642)   (219,276)
Interest paid........           (476,859)          (5,573,904)          (1,671,452)     (3,103)
Other expenses
  paid...............           (582,112)         (25,997,316)             (90,026)       (167)
VAT and others
  paid...............           (605,285)          (1,506,247)            (583,855)     (1,084)
Other income
  received...........                 --                   --            6,613,828      12,279
                       -----------------   ------------------   ------------------    --------
Net cash provided by
  (used in) operating
  activities.........          2,617,703          (44,282,266)         (27,659,451)    (51,352)
                       -----------------   ------------------   ------------------    --------
Cash flows from
  financing
  activities:
Proceeds from
  issuance of capital
  stock..............         53,675,349           49,838,910                   --          --
Proceeds from
  loans..............          3,888,855           17,135,088              209,569         389
Proceeds from loans
  from related
  companies..........          7,130,272          133,782,475          102,583,140     190,455
Other sources of
  financing..........            370,744           12,045,455               36,366          67
Repayments of
  loans..............         (7,215,846)         (11,679,535)         (11,150,698)    (20,702)
</TABLE>


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

                                     F-4-8
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                     CONVENIENCE
                                                                                     TRANSLATION
                                     FOR THE YEAR ENDED DECEMBER 31,                  (NOTE 3T)
                       -----------------------------------------------------------   -----------
                             1997                 1998                 1999             1999
                             ----                 ----                 ----             ----
                                                                                     (UNAUDITED)
                                                                                        US $
                                                                                       (000S)
<S>                    <C>                 <C>                  <C>                  <C>
Repayments of other
  loans from related
  companies..........         (5,076,232)        (102,863,594)         (60,256,209)   (111,871)
                       -----------------   ------------------   ------------------    --------
Net cash provided by
  financing
  activities.........         52,773,142           98,258,789           31,422,168      58,338
                       -----------------   ------------------   ------------------    --------
Cash flows from
  investing
  activities:
Proceeds from sale of
  property, plant and
  equipment..........            493,425            5,203,573               33,506          62
Proceeds from sale of
  long-term
  investments........          4,813,338            7,879,680            2,292,655       4,256
Proceeds from other
  investments........                 --           26,812,774           48,745,240      90,500
Purchases of
  property, plant and
  equipment..........         (7,434,073)         (89,894,862)         (43,272,408)    (80,339)
Permanent
  investments........                 --           (4,218,309)                  --          --
Investments in
  marketable
  securities.........         (8,734,751)             (46,629)          (2,290,790)     (4,253)
Other loans to
  related
  companies..........        (41,075,750)                  --           (7,096,628)    (13,175)
Other disbursements
  for investments....         (4,011,191)                  --             (848,613)     (1,576)
                       -----------------   ------------------   ------------------    --------
Net cash used in
  investing
  activities.........        (55,949,002)         (54,263,773)          (2,437,038)     (4,525)
                       -----------------   ------------------   ------------------    --------
</TABLE>


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

                                     F-4-9
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                     CONVENIENCE
                                                                                     TRANSLATION
                                     FOR THE YEAR ENDED DECEMBER 31,                  (NOTE 3T)
                       -----------------------------------------------------------   -----------
                             1997                 1998                 1999             1999
                             ----                 ----                 ----             ----
                                                                                     (UNAUDITED)
                                                                                        US $
                                                                                       (000S)
<S>                    <C>                 <C>                  <C>                  <C>
Total net cash
  provided (used) for
  the year...........           (558,157)            (287,250)           1,325,679       2,461
Effect of changes in
  the purchasing
  power of the
  Chilean peso on
  cash and cash
  equivalents........             51,868              429,867              (41,447)        (77)
                       -----------------   ------------------   ------------------    --------
Net increase
  (decrease) in cash
  and cash
  equivalents........           (506,289)             142,617            1,284,232       2,384
Cash and cash
  equivalents at
  beginning of the
  year...............            942,007              435,716              578,333       1,074
                       -----------------   ------------------   ------------------    --------
Cash and cash
  equivalents at end
  of the year........  ThCh $    435,718   ThCh $     578,333   ThCh $   1,862,565       3,458
                       =================   ==================   ==================    ========
</TABLE>


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

                                     F-4-10
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                  CONVENIENCE
                                                                                  TRANSLATION
                                   FOR THE YEAR ENDED DECEMBER 31,                 (NOTE 3T)
                       --------------------------------------------------------   -----------
                             1997               1998                1999             1999
                             ----               ----                ----             ----
                                                                                  (UNAUDITED)
                                                                                     US $
                                                                                    (000S)
<S>                    <C>                <C>                 <C>                 <C>
Reconciliation of net
  cash provided by
  operating
  activities to net
  (loss) income:
Net (loss) income for
  the year...........  ThCh $(1,102,252)  ThCh $(17,933,596)  ThCh $ 21,123,009      39,217
Loss (gain) on sale
  of property, plant
  and equipment......           (31,675)                 --              39,138          73
Charges (credits) to
  income which do not
  represent cash
  flows:
  Depreciation for
    the year.........         1,408,095           9,199,009          18,806,899      34,917
  Amortization of
    intangibles......           133,619             360,103              83,338         155
  Write-offs and
    accruals.........         1,908,791           1,027,835          10,521,852      19,535
  Equity in income of
    related
    companies........            (5,201)            (11,334)            (13,068)        (24)
  Amortization of
    goodwill.........            37,441             171,983             368,592         684
  Net price-level
    restatement......           129,807          (1,067,055)          1,063,239       1,974
</TABLE>


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

                                     F-4-11
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                  CONVENIENCE
                                                                                  TRANSLATION
                                   FOR THE YEAR ENDED DECEMBER 31,                 (NOTE 3T)
                       --------------------------------------------------------   -----------
                             1997               1998                1999             1999
                             ----               ----                ----             ----
                                                                                  (UNAUDITED)
                                                                                     US $
                                                                                    (000S)
<S>                    <C>                <C>                 <C>                 <C>
  Other credits to
    income which do
    not represent
    cash flows.......           (71,369)         (4,076,025)        (20,986,794)    (38,964)
  Other charges to
    income which do
    not represent
    cash flows.......         1,081,090           9,803,965          22,620,615      41,997
  Proceeds from sale
    of licenses
    (Note 24)........                --                  --         (35,629,305)    (66,149)
Changes in assets
  which affect cash
  flows:
  (Increase) decrease
    in trade accounts
    receivable.......        (1,363,850)          3,536,150         (12,272,255)    (22,785)
  (Increase) decrease
    in inventory.....           191,597         (14,035,666)        (18,972,699)    (35,225)
  Increase in other
    assets...........          (862,395)         (2,917,058)        (17,257,409)    (32,040)
</TABLE>


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

                                     F-4-12
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
                    CHILEAN PESOS (THCH $) OF JUNE 30, 2000)



<TABLE>
<CAPTION>
                                                                                  CONVENIENCE
                                                                                  TRANSLATION
                                   FOR THE YEAR ENDED DECEMBER 31,                 (NOTE 3T)
                       --------------------------------------------------------   -----------
                             1997               1998                1999             1999
                             ----               ----                ----             ----
                                                                                  (UNAUDITED)
                                                                                     US $
                                                                                    (000S)
<S>                    <C>                <C>                 <C>                 <C>
Changes in
  liabilities, which
  affect cash flows:
  Increase in
    accounts payable
    related to
    operating
    income...........         1,134,902           3,943,064           2,859,791       5,309
  Decrease in other
    accounts payable
    related to
    non-operating
    results..........                --             (99,235)                 --          --
  Net (decrease)
    increase of
    value-added tax
    and other taxes
    payable..........            29,422         (32,169,043)             (6,217)        (11)
  Loss of minority
    interest.........              (319)            (15,363)             (8,177)        (15)
                       ----------------   -----------------   -----------------     -------
Net cash provided
  by (used in)
  operating
  activities.........  ThCh $ 2,617,703   ThCh $(44,282,266)  ThCh $(27,659,451)    (51,352)
                       ================   =================   =================     =======
</TABLE>


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

                                     F-4-13
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 1--INCORPORATION AND COMPANY NAME

    The Company was formed on September 21, 1981 as "Telecomunicaciones del
Maipo Ltda.", a limited liability partnership. On August 16, 1988, the Company
changed its legal structure to that of a corporation and adopted the name of
Telecom Chile S.A. On June 2, 1992, its name was changed to Telecom Celular S.A.

    On August 14, 1996, the Company's name was changed to Entel Celular S.A.

    On February 25, 1997 the Company changed its name from Entel Celular S.A. to
Entel Telefonia Personal S.A.

NOTE 2--OPERATIONS AND SALE OF LICENSE

    The Company provides cellular telephone services, distributes equipment and
may enter into any other business related to telecommunications.

    By Supreme Decree No. 223 of October 13, 1989 of the Undersecretary of
Telecommunications of the Ministry of Transport and Telecommunication, the
Company was granted the license to provide public mobile cellular telephony
services in the 800 Mhz frequency in Chile's administrative regions I to IV and
VI to X. Later, on December 23, 1996, through a contract entered into with
CTC-VTR Comunicaciones Moviles S.A., and authorized on September 9, 1997 by
Supreme Decree No. 341 of the Undersecretary of Telecommunications of the
Ministry of Transport and Telecommunication, the Company acquired the license to
operate in the same frequency in regions XI and XII.

    On December 28, 1990, the Company entered into an agreement with Telefonica
Celular de Chile S.A., an entity that also holds a license to operate a mobile
telephone system in the areas referred to above, whereby the infrastructure
required to operate the system of both companies was acquired by Buenaventura
S.A. Each Company has a 50% holding in this joint venture. In 1991, the Company
transferred, as a capital contribution, certain plant items to Buenaventura S.A.

    As a result of the above licenses, the Company has rendered cell mobile
telephone services in twelve of the thirteen regions of the country up to
December 1, 1999, when, due to the sale of such licenses to Bellsouth
Comunicaciones S.A., it ceased rendering such services.

    The sale of the licenses took place on April 20, 1999 and was authorized by
Supreme Decree No. 217 of May 24, 1999 of the Undersecretary of
Telecommunications of the Ministry of Transport and Telecommunication, with
effect from December 1, 1999.

                                     F-4-14
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 2--OPERATIONS AND SALE OF LICENSE (CONTINUED)

    Because of the sale of these licenses, the Company ceased rendering mobile
cellular telephone services on December 1, 1999; therefore, the Company's 1999
sales for ThCh$6,146,618 and costs of sales for ThCh$5,467,372, included in the
consolidated income statement, correspond to services rendered up to that date.
Subsequently, the Company has maintained investments in its subsidiaries and has
not generated sales or costs of sales.


    The effects and proceeds from the sale of licenses are stated in Note 24.

    Currently the Company holds investments in Entel PCS Telecomunicaciones S.A.
and Entel Telefonia Movil S.A., subsidiaries that are licensed to operate and
are operating mobile digital telephony of 1900 frequency with GSM technology.

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

(A) BASIS OF PRESENTATION

    The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Chile ("Chilean GAAP"), and the
standards of the Chilean Superintendency of Securities and Insurance
(hereinafter, the "Superintendency"), as the Company is a subsidiary of Entel
Chile S.A. For the convenience of readers outside Chile, the consolidated
financial statements have been translated into English, certain
reclassifications have been made and certain clarifying account descriptions
have been added.

(B) BASIS OF CONSOLIDATION

    The consolidated group comprises Entel Telefonia Personal S.A. (the Company)
and the following direct subsidiaries:

<TABLE>
<CAPTION>
                                                      OWNERSHIP
                                                 -------------------
                                                   1998       1999
                                                   ----       ----
                                                    %          %
<S>                                              <C>        <C>
Entel PCS Telecomunicaciones S.A...............   99.90      99.90
Entel Telefonia Movil S.A......................   99.92      99.92
Empresa de Radiocomunicaciones Insta Beep
  Limitada.....................................   99.99      99.99
</TABLE>

    All significant intercompany transactions have been eliminated in
consolidation and the minority interest in the subsidiaries has been recognized.

                                     F-4-15
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
(C) REPORTING PERIOD

    The financial statements comprise the periods between January 1 and
December 31, 1997, 1998 and 1999.

(D) PRICE-LEVEL RESTATEMENT (MONETARY CORRECTION)

    The consolidated financial statements are prepared on the basis of general
price-level accounting in order to reflect the effect of changes which are
expressed in Chilean pesos, in the purchasing power of the Chilean peso during
each year. At the end of each reporting period, the consolidated financial
statements are stated in terms of the general purchasing power of the Chilean
peso using changes in the Chilean consumer price index ("CPI") as follows:

    - Nonmonetary assets, liabilities, and shareholders' equity accounts are
      restated in terms of year-end purchasing power.

    - Monetary items are not restated as such items are, by their nature, stated
      in terms of current purchasing power in the financial statements.

    - The price-level restatement credit or charge in the income statement
      represents the monetary gain or loss in purchasing power from holding
      monetary assets and liabilities exposed to the effects of inflation.


    - All the accompanying consolidated financial statements have been restated
      in constant Chilean pesos of general purchasing power of June 30, 2000
      ("constant pesos") applied under the "prior month rule", as described
      below, to reflect changes in the CPI from the financial statement dates to
      June 30, 2000. This updating does not change the prior years' statements
      of information in any way except to update the amounts to constant pesos
      of similar purchasing power.


    The general price-level restatements are calculated using the official
consumer price index of the Chilean Instituto Nacional de Estadisticas (National
Statistics Institute) and are based on the prior month rule, in which the
inflation adjustment is based on the consumer price index at the close of the
month preceding the close of the respective period or transaction. The CPI index
is considered by the business community, the accounting profession and the
Chilean government to be the index which most closely complies with the
technical requirement to reflect the variation in the general level of prices in
the country and, consequently, is widely used for financial reporting purposes
in Chile.

                                     F-4-16
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
    The values of the Chilean CPI used for price-level restatement purposes are
as follows:


<TABLE>
<CAPTION>
                                                  DECEMBER 31,
                                              --------------------
                                                         CHANGE IN
YEAR                                           INDEX*      INDEX
----                                          --------   ---------
<S>                                           <C>        <C>
1997........................................    95.44       6.3%
1998........................................    99.49       4.3%
1999........................................   102.04       2.6%
2000 to May 31..............................   104.69       2.4%
</TABLE>


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

*   Index as of November 30 of each year (1997, 1998 and 1999) and May 2000, for
    the six months period ended June 30, 2000 under prior month rule as
    described above.


    The price-level restated consolidated financial statements do not purport to
represent appraised values, replacement cost, or any other current value of
assets at which transactions would take place currently and are only intended to
restate all nonmonetary financial statement components in terms of local
currency of a single purchasing power and to include in the net result for each
year the gain or loss in purchasing power arising from the holding of monetary
assets and liabilities exposed to the effects to inflation.


    For comparison purposes, the financial statements and their respective notes
are restated by the percentage changes in the Chilean consumer price index from
each year end to June 30, 2000 as follows:



<TABLE>
<CAPTION>
YEAR                                             CHANGE IN INDEX
----                                             ---------------
<S>                                              <C>
1997...........................................        9.6%
1998...........................................        5.1%
1999...........................................        2.4%
</TABLE>


(E) FOREIGN CURRENCY TRANSLATION

    Assets and liabilities denominated in foreign currency or expressed in
inflation index-linked units of account are translated into Chilean pesos at the
rates of exchange prevailing at each year end. The following rates were
applicable at December 31, of each year:


<TABLE>
<CAPTION>
                                   1997              1998               1999
                                   ----              ----               ----
<S>                           <C>               <C>               <C>
US dollar reported by Banco
  Central...................   ThCh $  439.18    ThCh $  472.41     ThCh $  530.07
Unidad de Fomento*..........        14,096.93         14,685.39          15,066.96
US dollar for customs
  duties....................           430.71            466.36             545.83
</TABLE>


---------------------
(*) Unidad de Fomento (UF)--Inflation index-linked units of account.

                                     F-4-17
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
(F) MARKETABLE SECURITIES

    Mutual fund units are carried at year-end unit value.

    Other marketable investments are carried at the lower of cost plus
price-level restatement or market value.

(G) INVENTORIES

    Inventories, which comprise hand sets and accessories are carried at
price-level restated cost, on a weighted-average-cost basis. The cost of
inventories does not exceed their net realizable value.

(H) DEFERRED SALE COMMISSIONS AND SUBSCRIBER ACQUISITION COSTS

    In order to properly correlate revenues and expenses, disbursements for new
clients are deferred and amortized over twelve months. The unamortized balance
is presented in current assets as "Other current assets".

(I) PROPERTY, PLANT AND EQUIPMENT

    Property, plant and equipment is stated at cost plus price-level
restatement. Depreciation is computed, using the straight line method,
considering the estimated useful life of assets.

    In 1999, an obsolescence allowance was created for the technical equipment
of the analogical network to reflect the expected realization value of these
assets, which are not operational.

    Assets acquired under finance leases, are accounted for in the same manner
as the purchase of a property, plant and equipment. Their value equals the
present value of the agreed installments and the amount payable for the purchase
option, which are price-level restated and depreciated based on their useful
life.

(J) INVESTMENTS IN RELATED COMPANIES

    Corresponds to ownership in a related company, which is recorded using the
equity method of accounting at December 31, 1998 and 1999.

    The goodwill (excess of cost over book value) from the acquisition of 99.9%
of Empresa de Radiocomunicaciones Insta Beep Ltda. in 1995 was amortized over
ten years. In 1999, the outstanding balance was written off.

                                     F-4-18
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

    The goodwill from the acquisition of 99.9% of Entel PCS Telecomunicaciones
S.A. and 99.2% of Entel Movil S.A., is amortized over 20 years starting in 1998,
according to Circular No. 368 of the Superintendency.


(K) INTANGIBLES

    Easements are amortized over the term of the contract with a maximum period
of 20 years. In 1998, the Company acquired licenses for mobile cellular
telephone services in Regions XI and XII. The costs were price-level restated
and amortized over 10 years. These rights were written off in 1999 with the sale
of the licenses (Note 24).

(L) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS

    Trade accounts and notes receivable are presented net of the allowance for
uncollectible accounts, which is determined based on aging of balances and on an
estimate of doubtful accounts receivable.

(M) TELEPHONE SERVICES RENDERED AND NOT BILLED

    In order to determine and estimate services rendered but not billed, the
Company uses computer processes and systems that allow agreement, validation and
rating of the traffic of affiliates from the records of their computer centers.
In order to determine an estimate of income (15 days delay) a projection is
applied, based on subscriber data and traffic at the closing date.

(N) EMPLOYEE VACATION EXPENSE

    The Company and its Subsidiaries have accrued vacation expense based on
Technical Bulletin No. 47 of the Colegio de Contadores de Chile A.G.

(O) INCOME TAX AND DEFERRED TAXES

    In accordance with current laws, at December 31, 1998, the Company did not
accrue a provision for income tax as it had tax losses. At December 31, 1999,
the Company accrued an income tax provision as it had net taxable profits. The
Company recognizes in the financial statement the effect of deferred taxes
resulting from significant timing differences that would reverse in the near
future without being offset by new timing differences. Timing differences whose
reversal is excepted to be offset by future differences for the same item, are
treated as permanent differences.

                                     F-4-19
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
Notwithstanding, as stipulated in Circular No. 1450 of the Superintendency, the
criteria of Technical Bulletins No. 60 and No. 61 of the Colegio de Contadores
de Chile A.G. have been applied for information purposes only.

(P) FORWARD EXCHANGE CONTRACTS

    At December 31, 1999, the Company has entered into foreign exchange forward
contracts with financial institutions. They have been contracted and assigned as
hedges against changes in the US dollar exchange rate. Only net differences
between rights and obligations from contracts are recorded in the balance sheet,
having been valued according to Technical Bulletin No. 57 of the Colegio de
Contadores de Chile A.G.

(Q) CASH AND CASH EQUIVALENTS

    In preparing the cash flow statements, the Company and its subsidiaries
consider as cash and cash equivalents, cash on hand, in banks and fixed income
mutual funds according to Technical Bulletin No. 50 of the Colegio de Contadores
de Chile A.G.

    For classification purposes, the Company has defined as operating
activities, cellular telephone services along with sale and rental of equipment
related to these services. Operating cash flows correspond mainly to recovery of
accounts receivable from sales and payment to suppliers and related companies.
The additional income from the sale of the analogical cell phone license is
included in cash flows from investment activities.

(R) ACCOUNTING ESTIMATES

    The preparation of financial statements require management to make estimates
and assumptions that effect the reported amounts of assets and liabilities and
disclosures 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.

(S) REVENUE RECOGNITION

    The Company recognizes revenues from cellular telephone services activities
based upon the minutes of traffic processed and established rates.

(T) TRANSLATION TO U.S. DOLLARS (UNAUDITED)


    The Company maintains its accounting records and prepares its financial
statements in Chilean pesos. The U.S. dollar amounts disclosed in the
accompanying


                                     F-4-20
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

consolidated financial statements are presented solely for the convenience of
the reader at the June 30, 2000 Representative Exchange Rate of Ch$538.62 per
US$1.00. This translation should not be construed as a representation that the
Chilean peso amounts actually represented U.S. dollars or have been, could have
been or could in the future be converted into U.S. dollars at the or any other
rate.


NOTE 4--ACCOUNTING CHANGES

    The accounting principles described in Note 3 have been applied consistently
in 1997, 1998 and 1999.

NOTE 5--PRICE-LEVEL RESTATEMENT

    The application of the price-level accounting principles described in
Note 3d, produced the following effects on income:


<TABLE>
<CAPTION>
                                          YEAR ENDED DECEMBER 31,
                            ----------------------------------------------------
                                 1997              1998               1999
                                 ----              ----               ----
<S>                         <C>              <C>                <C>
Credit (charges) for
  restatement of:
Current assets............  ThCh $  43,965   ThCh $    (2,003)  ThCh $    47,255
Property, plant and
  equipment...............         502,278          3,823,316          4,247,368
Other assets..............          87,453            213,752            142,558
Long-term liabilities.....              --                 --                (40)
Shareholders' equity,
  net.....................        (162,171)        (2,950,964)        (2,207,662)
Minority interest.........              (8)            27,159             (1,909)
                            --------------   ----------------   ----------------
Gain from restatement of
  assets and
  liabilities.............         471,517          1,111,260          2,227,570
Exchange differences,
  net.....................        (871,048)        (1,429,315)        (1,177,670)
Indexation, net...........         220,859          1,043,942         (1,978,007)
                            --------------   ----------------   ----------------
Net credit (charge) to
  income..................        (178,672)           725,887           (928,107)
Price-level restatement of
  income statement
  amounts.................          48,865            341,168           (135,132)
                            --------------   ----------------   ----------------
Balance of price-level
  restatement amount......  ThCh $(129,807)  ThCh $ 1,067,055   ThCh $(1,063,239)
                            ==============   ================   ================
</TABLE>


                                     F-4-21
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 6--MARKETABLE SECURITIES

    Marketable securities correspond to short-term investments in shares and
mutual funds valued according to Note 3f:


<TABLE>
<CAPTION>
                                                         DECEMBER 31,
                                                -------------------------------
                                                    1998             1999
                                                    ----             ----
<S>                                             <C>             <C>
MUTUAL FUND UNITS
Fondo Mutuo Banchile..........................  ThCh $45,193    ThCh $   98,125
Fondo Mutuo Santiago..........................            --            476,308
Fondo Mutuo Santander Interes.................            --            314,589
Fondo Mutuo Bancredito Conveniencia...........        31,575             82,290
Fondo Mutuo Bancredito Competitivo............            --             20,480
Fondo Mutuo CorpBanca.........................            --             26,785
Fondo Mutuo Santander Rentamas................            --            257,325
                                                ------------    ---------------

Subtotal......................................        76,768          1,275,902
                                                ------------    ---------------

SHARES:
Chilectra S.A.................................            --             51,366
Cia. Electrica del Rio Maipo S.A..............            --              6,342
                                                ------------    ---------------

Subtotal......................................            --             57,708
                                                ------------    ---------------

Total.........................................  ThCh $76,768    ThCh $1,333,610
                                                ============    ===============
</TABLE>


                                     F-4-22
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 7--TRADE ACCOUNTS RECEIVABLE

    This heading includes accounts receivable from clients and services rendered
and not invoiced as follows:


<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                           -----------------------------------
                                                 1998               1999
                                                 ----               ----
<S>                                        <C>                <C>
Clients for services.....................  ThCh $ 9,846,230   ThCh $19,082,093
Clients for services to be billed........         3,333,986         13,415,020
Clients for sales........................           161,195          6,687,913
Clients for Roaming......................           500,079            115,776
Clients for Roaming to be billed.........            99,194                 --
                                           ----------------   ----------------

Subtotal.................................        13,940,684         39,300,802

Estimate of uncollectible accounts
  (Note 24)..............................        (2,688,246)        (5,611,222)
                                           ----------------   ----------------

Total net................................  ThCh $11,252,438   ThCh $33,689,580
                                           ================   ================
</TABLE>



       Estimate of uncollectible accounts amounts to ThCh$2,331,511 in 1997.


NOTE 8--NOTES RECEIVABLE

    Notes receivable are analyzed as follows:


<TABLE>
<CAPTION>
                                                         DECEMBER 31,
                                               --------------------------------
                                                    1998             1999
                                                    ----             ----
<S>                                            <C>              <C>
Postdated checks.............................  ThCh $442,662    ThCh $  927,430
Protested checks and under litigation, net...        283,470            622,199
Other notes receivable.......................         84,890            193,851
                                               -------------    ---------------

Subtotal.....................................        811,022          1,743,480

Estimate of uncollectible notes..............        (66,730)            (6,144)
                                               -------------    ---------------

Total........................................  ThCh $744,292    ThCh $1,737,336
                                               =============    ===============
</TABLE>



       Estimate of uncollectible notes amounts to ThCh$182,636 in 1997.


                                     F-4-23
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 9--OTHER RECEIVABLES

    The following items are included in this heading:


<TABLE>
<CAPTION>
                                                       DECEMBER 31,
                                             ---------------------------------
                                                  1998              1999
                                                  ----              ----
<S>                                          <C>               <C>
Carrier contract receivables...............  ThCh $  171,784   ThCh $  197,573
Advance payments to suppliers..............          620,412         2,581,828
Employee and other accounts................          355,107            62,483
Other receivables..........................               --           212,220
                                             ---------------   ---------------

Total......................................  ThCh $1,147,303   ThCh $3,054,104
                                             ===============   ===============
</TABLE>


NOTE 10-- ACCOUNTS RECEIVABLE FROM AND PAYABLE TO RELATED COMPANIES

(A) ACCOUNTS RECEIVABLE, SHORT-TERM

    The detail of outstanding balances is as follows:


<TABLE>
<CAPTION>
                                                         DECEMBER 31,
                                               ---------------------------------
COMPANY                          RELATIONSHIP       1998              1999
-------                          ------------       ----              ----
<S>                              <C>           <C>               <C>
Buenaventura S.A...............  Investee      ThCh $1,656,320   ThCh $       --
Motorola Inc...................  Shareholder             8,921             4,695
Entel Servicios Telefonicos
  S.A..........................  Indirect              639,706         4,745,552
Entel Phone S.A................  Indirect                   --           135,376
Red de Transacciones
  Electronicas S.A.............  Indirect                   --                70
                                               ---------------   ---------------

Total........................................  ThCh $2,304,947   ThCh $4,885,693
                                               ===============   ===============
</TABLE>


    These balances correspond to expenses, services rendered and transfer of
funds paid by Entel Telefonia Personal S.A.

                                     F-4-24
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 10-- ACCOUNTS RECEIVABLE FROM AND PAYABLE TO RELATED COMPANIES (CONTINUED)
(B) ACCOUNTS PAYABLE, SHORT-TERM

    These balances correspond to invoices payable for services, purchase of
equipment and expenses reimbursement as follows:


<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                            ------------------------------------
COMPANY                 RELATIONSHIP              1998               1999
-------                 ------------              ----               ----
<S>                     <C>                 <C>                <C>
Entel Chile S.A.......  Shareholder/Parent  ThCh $20,604,914   ThCh $105,155,846
Entelphone S.A........  Indirect                      25,964                  --
Satel S.A.............  Indirect                      10,896               1,307
                                            ----------------   -----------------

Total.....................................  ThCh $20,641,774   ThCh $105,157,153
                                            ================   =================
</TABLE>



(C) ACCOUNTS PAYABLE, LONG-TERM


    Loans from the ultimate parent company are subject to indexation and
interest based on market conditions, with an annual rate of 8.47%, and mature in
the year 2001.


<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                             -----------------------------------
COMPANY                  RELATIONSHIP              1998               1999
-------                  ------------              ----               ----
<S>                      <C>                 <C>                <C>
Entel Chile S.A........  Parent company      ThCh $42,024,960   ThCh $45,779,744
                                             ================   ================
</TABLE>


    Current account balances with related companies are subject to indexation
and market interest rates.

                                     F-4-25
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 10-- ACCOUNTS RECEIVABLE FROM AND PAYABLE TO RELATED COMPANIES (CONTINUED)
(D)  TRANSACTIONS WITH RELATED COMPANIES

    Significant transactions with related companies during 1998 and 1999 are
as follows:


<TABLE>
<CAPTION>
COMPANY                                               RELATIONSHIP
-------                                               ------------
<S>                                                   <C>
Entel Chile S.A.....................................  Parent
Buenaventura S.A....................................  Investee
Entel PCS S.A.......................................  Subsidiary
Entelfonica S.A.....................................  Common Parent
Insta Beep Ltda.....................................  Subsidiary
Entel Movil S.A.....................................  Subsidiary
Entelphone S.A......................................  Common Parent
Satel S.A...........................................  Common Parent
Red de Transacciones Electronicas S.A...............  Common Parent
</TABLE>



<TABLE>
<CAPTION>
TRANSACTIONS                            1997               1998               1999
------------                            ----               ----               ----
<S>                               <C>                <C>                <C>
ENTEL CHILE S.A.
Services received(2)............  ThCh $ 1,614,536   ThCh $ 5,423,456   ThCh $ 14,352,558
Services rendered(1)............           126,342            916,080             811,168
Loans received(3)...............         3,122,647         51,150,341         102,681,269
Expense reimbursement(3)........            23,668            347,104           1,951,666
Expense recovery(3).............                --                 --               9,406
Interest on loans received(2)...           134,540          5,676,710           8,471,810
Interest on loans provided(1)...             3,746             49,806               5,502
Capital contributions
  received(4)...................        44,374,532         37,055,870                  --
Loans provided(3)...............                --                 --           7,718,400
Payment of loans(3).............                --                 --           4,836,864
Loan collection(3)..............                --                 --          60,109,723
Transfer of equipment(3)........                --         26,060,730          53,766,482
Additions to fixed assets(3)....                --                 --          37,363,149
</TABLE>


                                     F-4-26
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 10-- ACCOUNTS RECEIVABLE FROM AND PAYABLE TO RELATED COMPANIES (CONTINUED)


<TABLE>
<CAPTION>
TRANSACTIONS                            1997               1998               1999
------------                            ----               ----               ----
<S>                               <C>                <C>                <C>
ENTEL PCS S.A.
Capital contribution(4).........  ThCh $41,075,750   ThCh $89,245,602   ThCh $         --
Interest received(1)............                --          2,658,096                  --
Sale of accessories and
  equipment(3)..................                --          1,166,878                  --
Sale of property, plant and
  equipment(3)..................                --            181,661                  --
Expense reimbursement(3)........                --             39,710                  --
ENTELPHONE S.A.
Services rendered(1)............                --                 --             795,178
Services received(2)............                --                 --             344,650
SATEL S.A.
Services received(2)............                --                 --              15,487
RED DE TRANSACCIONES
  ELECTRONICAS S.A.
Services rendered(1)............                --                 --                 445
BUENAVENTURA S.A.
Rental of equipment(2)..........                --          2,345,636           2,092,101
Services received(2)............                --                 --           1,875,127
Loans granted(3)................         1,938,161                 --           1,667,645
ENTELFONICA S.A.
Services received(2)............                --            616,972             510,791
Services rendered(1)............           322,273          1,018,892           5,097,301
Purchase of accessories(3)......           341,170                 --             451,254
INSTA BEEP LTDA.
Interest paid(2)................                --             12,347                  --
ENTEL MOVIL S.A.
Interest paid(1)................                --              3,418                  --
</TABLE>


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

(1) Affected income of the Company.

(2) Affected expenses of the Company.

(3) No effects on income.

(4) Affected equity of the Company.

                                     F-4-27
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 11--INVENTORIES

    Inventories correspond, mainly, to digital and analogical telephones and
accessories. The detail is as follows:


<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                           -----------------------------------
                                                 1998               1999
                                                 ----               ----
<S>                                        <C>                <C>
Digital telephones.......................  ThCh $12,854,915   ThCh $ 9,170,696
Analog telephones........................           928,675             48,542
Accessories..............................         1,436,536          2,065,153
Other....................................            62,193             86,310
                                           ----------------   ----------------
Subtotal.................................        15,282,319         11,370,701

Obsolescence allowance...................          (319,157)                --
                                           ----------------   ----------------
Total....................................  ThCh $14,963,162   ThCh $11,370,701
                                           ================   ================
</TABLE>



    Obsolescence allowance amounts to ThCh$192,073 in 1997.


NOTE 12--RECOVERABLE TAXES

    This heading includes the tax credit for value-added tax that arises
basically from equipment purchases for the digital network of the subsidiary
Entel PCS S.A.

NOTE 13--OTHER CURRENT ASSETS

    Other current assets comprise the following:


<TABLE>
<CAPTION>
                                                       DECEMBER 31,
                                            ----------------------------------
                                                 1998               1999
                                                 ----               ----
<S>                                         <C>               <C>
Deferred commission expenses..............  ThCh $2,367,263   ThCh $ 2,337,441
Subscriber acquisition costs..............               --         16,843,300
                                            ---------------   ----------------
Total.....................................  ThCh $2,367,263   ThCh $19,180,741
                                            ===============   ================
</TABLE>


                                     F-4-28
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 14.  PROPERTY, PLANT AND EQUIPMENT

    Property, plant and equipment are valued as described in Note 3i, and the
detail is as follows:


<TABLE>
<CAPTION>
                                                     DECEMBER 31,
                                         -------------------------------------
                                               1998                1999
                                               ----                ----
<S>                                      <C>                 <C>
Land...................................  ThCh $  1,481,087   ThCh $  1,736,289
                                         -----------------   -----------------
Buildings and infrastructure
  (including construction in
  progress)............................         33,349,555          94,526,497
                                         -----------------   -----------------

Machinery and equipment:
  Telecommunications equipment.........         83,729,962          79,073,157
  Obsolescence allowance (Note 24).....                 --          (2,342,974)
                                         -----------------   -----------------
Machinery and equipment, net...........         83,729,962          76,730,183
                                         -----------------   -----------------

Other:
  Cellular telephones(1)...............         18,856,987          37,851,698
  Office furniture and equipment.......          2,662,187           1,984,614
  Installations........................          1,547,199           1,049,568
  Leased buildings.....................            696,982             696,982
  Leased office equipment..............            545,433             326,230
  Leased machinery and equipmnent......          5,425,534           5,151,190
  Transportation equipment.............            300,285             246,026
  Instruments and tools................             16,215              14,978
  Other................................          4,481,233           4,343,032
                                         -----------------   -----------------
                                                34,532,055          51,664,318
Obsolescence allowance (Note 24).......                 --            (430,787)
                                         -----------------   -----------------
Other, net.............................         34,532,055          51,233,531
                                         -----------------   -----------------
Subtotal...............................        153,092,659         224,226,500
Less: accumulated depreciation.........        (12,667,564)        (27,640,333)
                                         -----------------   -----------------
Total fixed assets, net................  ThCh $140,425,095   ThCh $196,586,167
                                         =================   =================
</TABLE>


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

(1) The Company has fixed term service contracts with clients who have received
    telephone equipment under loan and restitution contracts, that are amortized
    as described in Note 3i.

                                     F-4-29
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 14.  PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

    Depreciation included in Selling and administrative expenses totals
ThCh$751,804 in 1997, ThCh$1,199,929 in 1998 and ThCh$2,137,922 in 1999. In
addition, ThCh$636,744, ThCh$7,999,079 and ThCh$16,668,977 are included in
Operating Costs of each year for depreciation of assets related to cell
infrastructure.


    Leased assets are not legally owned by the Company until the purchase option
is exercised, and, as a result, such property cannot be sold.

NOTE 15.  INVESTMENTS IN RELATED COMPANIES

    Equity investments in companies at December 31 of each year are as follows:

(A)  INVESTMENTS


<TABLE>
<CAPTION>
                                                                  VARIATIONS IN 1999
                                                    -----------------------------------------------
                                        1998                            EQUITY
                                   --------------   -----------------------------------------------
                                        NET            INCREASE           IN              NET
                       OWNERSHIP     INVESTMENT        DECREASE        EARNINGS        INVESTMENT
                       ---------     ----------        --------        --------        ----------
                           %
<S>                    <C>         <C>              <C>              <C>             <C>
Entel Movil S.A.(*)..    99.92%    ThCh $     --    ThCh $      --   ThCh $    --    ThCh $     --
Entel PCS S.A.(*)....    99.90%               --                --             --               --
Buenaventura S.A.....    50.00%          883,229          (896,297)        13,068               --
                                   -------------    --------------   ------------    -------------
Total................              ThCh $883,229    ThCh $(896,297)  ThCh $13,068    ThCh $     --
                                   =============    ==============   ============    =============
</TABLE>


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


    Equity in earnings of related companies amounts to ThCh$5,201, ThCh$11,334,
and ThCh$13,068 for 1997, 1998 and 1999, respectively.


                                     F-4-30
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 15.  INVESTMENTS IN RELATED COMPANIES (CONTINUED)
(B)  GOODWILL


<TABLE>
<CAPTION>
                                                      1997
                       -------------------------------------------------------------------
                          STARTING                                            YEAR END
                          BALANCE          INCREASE        AMORTIZATION        BALANCE
                          -------          --------        ------------        -------
<S>                    <C>              <C>               <C>              <C>
Empresa de
  Radiocomunicaciones
  Insta Beep Ltda....  ThCh $ 315,123   ThCh $       --   ThCh $ (37,441)  ThCh $  277,682
Entel Movil
  S.A.(*)............              --         2,679,145               --         2,679,145
Entel PCS S.A.(*)....              --            11,708               --            11,708
                       --------------   ---------------   --------------   ---------------
Total................  ThCh $ 315,123   ThCh $2,690,853   ThCh $ (37,441)  ThCh $2,968,535
                       ==============   ===============   ==============   ===============

<CAPTION>
                                     1998                               1999
                       --------------------------------   --------------------------------
                                           YEAR END                           YEAR END
                        AMORTIZATION        BALANCE        AMORTIZATION        BALANCE
                        ------------        -------        ------------        -------
<S>                    <C>              <C>               <C>              <C>
Empresa de
  Radiocomunicaciones
  Insta Beep Ltda....  ThCh $ (37,439)  ThCh $  240,243   ThCh $(240,243)  ThCh $       --
Entel Movil
  S.A.(*)............        (133,958)        2,545,187         (127,792)        2,417,395
Entel PCS S.A.(*)....            (586)           11,122             (557)           10,565
                       --------------   ---------------   --------------   ---------------
Total................  ThCh $(171,983)  ThCh $2,796,552   ThCh $(368,592)  ThCh $2,427,960
                       ==============   ===============   ==============   ===============
</TABLE>


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

(*) Companies that until February 28, 1998 were in the development stage. Since
    1998 they are included in the consolidation.

                                     F-4-31
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 16--CURRENT LIABILITIES AND LONG-TERM LIABILITIES

    The detail of creditors, indexation terms and interest on liabilities are
detailed below. Amounts included in the balance sheets are as follows:


<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                       --------------------------------------------------------------------------
                                      1998                                   1999
                       -----------------------------------   ------------------------------------
                          SHORT-TERM         LONG-TERM          SHORT-TERM          LONG-TERM
                          ----------         ---------          ----------          ---------
<S>                    <C>                <C>                <C>                 <C>
Due to banks and
  financial
  institutions:
  Short-term (a).....  ThCh $ 5,672,045   ThCh $        --   ThCh $     60,712   ThCh $        --
  Long-term (b)......                --          4,521,280                  --          1,356,979
  Current
    portion (b)......         2,062,287                 --           2,792,291                 --

Notes payable and
  other liabilities:
  Current
    portion (c)......         1,357,970                 --           4,105,264                 --
  Long-term (c)......                --          5,918,100                  --          3,245,061
Due to related
  companies--
  long-term (c)......                --         42,024,960                  --         45,779,744
Other short-term
  liabilities (d)....        44,254,794                 --         133,249,448                 --
                       ----------------   ----------------   -----------------   ----------------
Totals...............  ThCh $53,347,096   ThCh $52,464,340   ThCh $140,207,715   ThCh $50,381,784
                       ================   ================   =================   ================
</TABLE>


                                     F-4-32
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 16--CURRENT LIABILITIES AND LONG-TERM LIABILITIES (CONTINUED)
(A)  SHORT-TERM LIABILITIES WITH BANKS AND FINANCIAL INSTITUTIONS


<TABLE>
<CAPTION>
                                                            TYPE OF CURRENCY
                        ----------------------------------------------------------------------------------------
                                                                         NON-INDEXED
                               US $           UNIDADES DE FOMENTO       CHILEAN PESOS              TOTAL
                        -------------------   --------------------   --------------------   --------------------
BANK                      1998       1999       1998        1999       1998        1999       1998        1999
----                      ----       ----       ----        ----       ----        ----       ----        ----
                         THCH $     THCH $     THCH $      THCH $     THCH $      THCH $     THCH $      THCH $
<S>                     <C>        <C>        <C>         <C>        <C>         <C>        <C>         <C>
Banco Boston..........       --         --      364,725        --           --        --      364,725        --
Banco Santander.......       --         --      178,545        --      147,896        --      326,441        --
Banco Bice............       --         --      291,464        --       93,304        --      384,768        --
Banco Credito
  e Inversiones.......       --         --      380,110        --      621,284    52,491    1,001,394    52,491
Banco Santiago........       --         --    1,593,272        --           --        --    1,593,272        --
Banco del Estado......       --         --           --        --           --     8,221           --     8,221
Banco Sud Americano...       --         --      216,280        --    1,273,794        --    1,490,074        --
Rep Nat. Bank N.Y.....       --         --      511,371        --           --        --      511,371        --
                         ------     ------    ---------   -------    ---------    ------    ---------    ------
Total.................       --         --    3,535,767        --    2,136,278    60,712    5,672,045    60,712
                         ======     ======    =========   =======    =========    ======    =========    ======
Outstanding
  principal...........       --         --    3,418,641        --    2,122,012    60,712    5,540,653    60,712
                         ======     ======    =========   =======    =========    ======    =========    ======
* Average annual
  interest rate (%)...                           11.68%                  1.14%
                         ======     ======    =========   =======    =========    ======    =========    ======

                                                           1998        1999
                                                          -------    ---------
Percentage of liabilities in foreign currency..........     0.00%        0.00%
Percentage of liabilities in local currency............   100.00%      100.00%
                                                          -------    ---------
Total..................................................   100.00%      100.00%
                                                          =======    =========
</TABLE>


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

*   Weighted by balance of principal

                                     F-4-33
<PAGE>

                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 16--CURRENT LIABILITIES AND LONG-TERM LIABILITIES (CONTINUED)

(B)  LONG-TERM LIABILITIES WITH BANKS AND FINANCIAL INSTITUTIONS (INCLUDING
CURRENT INSTALLMENTS):

<TABLE>
<CAPTION>
                                                   1998                                      1999
                                          ----------------------   ---------------------------------------------------------
                                                                                                                    AVERAGE
                                                                                  YEARS TO MATURITY                  ANNUAL
                            CURRENCY OR   SHORT-TERM   LONG-TERM   SHORT-TERM   ---------------------   TOTAL AT    INTEREST
BANK                        INDEXATION     PORTION      PORTION     PORTION      1 TO 2      2 TO 3     YEAR END      RATE
----                        ----------     -------      -------     -------      ------      ------     --------      ----
                                            THCH $      THCH $       THCH $      THCH $      THCH $      THCH $        %
<S>                         <C>           <C>          <C>         <C>          <C>         <C>         <C>         <C>
Banco Santander...........      US $      1,292,881    3,751,873   2,792,291    1,356,979          --   4,149,270     6.70
Banco Santiago............        UF        769,406      769,407          --           --          --          --
                                          ---------    ---------   ---------    ---------   ---------   ---------
Total.....................                2,062,287    4,521,280   2,792,291    1,356,979          --   4,149,270
                                          =========    =========   =========    =========   =========   =========
                                                                     1998         1999
                                                                   ---------    ---------
Percentage of liabilities in foreign currency...................      76.63%      100.00%
Percentage of liabilities in local currency.....................      23.37%        0.00%
                                                                   ---------    ---------
                                                                     100.00%      100.00%
                                                                   =========    =========

<CAPTION>
                               1999
                            -----------

                            OUTSTANDING
BANK                         PRINCIPAL
----                         ---------
                              THCH $
<S>                         <C>
Banco Santander...........   4,070,938
Banco Santiago............          --
                             ---------
Total.....................   4,070,938
                             =========
Percentage of liabilities
Percentage of liabilities
</TABLE>


                                     F-4-34
<PAGE>

                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 16--CURRENT LIABILITIES AND LONG-TERM LIABILITIES (CONTINUED)

(C)  NOTES PAYABLE AND OTHER LONG-TERM LIABILITIES (INCLUDING SHORT-TERM
PORTION)

<TABLE>
<CAPTION>
                                             1998                                        1999
                                    -----------------------   -----------------------------------------------------------

                                                                                         YEARS TO MATURITY
                      CURRENCY OR   SHORT-TERM   LONG-TERM    SHORT-TERM   ----------------------------------------------
ENTITY                INDEXATION     PORTION      PORTION      PORTION       1 TO 2      2 TO 3      3 TO 4      4 TO 5
------                ----------     -------      -------      -------       ------      ------      ------      ------
                                      THCH $       THCH $       THCH $       THCH $      THCH $      THCH $      THCH $
<S>                   <C>           <C>          <C>          <C>          <C>          <C>         <C>         <C>
O'Higgins Leasing....
                           UF          45,715            --          --            --          --          --          --
Euroamerica
  Leasing............      UF          27,736       276,521      30,308        33,116      36,185      39,539     137,372
Security Leasing.....      UF          21,455       137,503      23,254        25,207      27,322      29,615      32,100
Leasing Andino.......      UF         104,898       125,450     115,331        10,116          --          --          --
Xerox................      UF          11,185            --          --            --          --          --          --
IBM Leasing..........     US$       1,146,981     3,529,050   1,355,046     1,463,813   1,040,584          --          --
Long-term notes
  payable............     US$              --            --   2,581,325       368,051          --          --          --
Customs duties.......     US$              --     1,849,576          --            --          --          --          --
Other................     $                --            --          --         2,041          --          --          --
                                    ---------    ----------   ---------    ----------   ---------   ---------   ---------
Sub-total............               1,357,970     5,918,100   4,105,264     1,902,344   1,104,091      69,154     169,472
                                    ---------    ----------   ---------    ----------   ---------   ---------   ---------
Accounts payable to
  related
  companies..........      UF              --    42,024,960          --    45,779,744          --          --          --
                                    ---------    ----------   ---------    ----------   ---------   ---------   ---------
Total................               1,357,970    47,943,060   4,105,264    47,682,088   1,104,091      69,154     169,472
                                    =========    ==========   =========    ==========   =========   =========   =========

<CAPTION>
                                       1999
                       ------------------------------------
                                    AVERAGE
                                     ANNUAL
                                    INTEREST   OUTSTANDING
ENTITY                  TOTAL AT      RATE     PRINCIPAL AT
------                  --------      ----     ------------
                         THCH $        %          THCH $
<S>                    <C>          <C>        <C>
O'Higgins Leasing....
                               --                       --
Euroamerica
  Leasing............     276,520     8.90         276,520
Security Leasing.....     137,498     9.14         137,498
Leasing Andino.......     125,447     9.40         125,447
Xerox................          --       --              --
IBM Leasing..........   3,859,443     8.15       3,859,443
Long-term notes
  payable............   2,949,376                2,949,376
Customs duties.......          --                       --
Other................       2,041                    2,041
                       ----------               ----------
Sub-total............   7,350,325                7,350,325
                       ----------               ----------
Accounts payable to
  related
  companies..........  45,779,744     8.47      40,024,263
                       ----------               ----------
Total................  53,130,069               49,374,588
                       ==========               ==========
</TABLE>


                                     F-4-35
<PAGE>

                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 16--CURRENT LIABILITIES AND LONG-TERM LIABILITIES (CONTINUED)

<TABLE>
<S>                    <C>         <C>         <C>          <C>         <C>          <C>         <C>         <C>         <C>
                                                              1998         1999
                                                            ---------   ----------
Percentage of liabilities in foreign
  currency:..............................................      64.27%       12.82%
Percentage of liabilities in local
  currency:..............................................      35.73%       87.18%
                                                            ---------   ----------
                                                              100.00%      100.00%
                                                            =========   ==========

<S>                    <C>        <C>
Percentage of liabili
  currency:..........
Percentage of liabili
  currency:..........
</TABLE>


                                     F-4-36
<PAGE>

                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 16--CURRENT LIABILITIES AND LONG-TERM LIABILITIES (CONTINUED)

(D)  CURRENT LIABILITIES (EXCLUDING LIABILITIES WITH BANKS AND FINANCIAL
INSTITUTIONS)


<TABLE>
<CAPTION>
                                                     TYPE OF CURRENCY
                        ---------------------------------------------------------------------------
                                                                                  NON-INDEXED
                                 US $              UNIDADES DE FOMENTO           CHILEAN PESOS                 TOTAL
                        ----------------------   ------------------------   -----------------------   ------------------------
ITEM                       1998        1999         1998         1999          1998         1999         1998         1999
----                       ----        ----         ----         ----          ----         ----         ----         ----
                          THCH $      THCH $       THCH $       THCH $        THCH $       THCH $       THCH $       THCH $
<S>                     <C>          <C>         <C>          <C>           <C>          <C>          <C>          <C>
Short-term notes and
  accounts payable....  11,648,865   3,554,008           --            --           --           --   11,648,865     3,554,008
Accounts payable......          --   1,708,553           --            --   11,058,754   16,947,218   11,058,754    18,655,771
Notes and accounts
  payable to related
  companies...........          --          --           --   105,157,153   20,641,774           --   20,641,774   105,157,153
Accruals..............          --          --           --            --      561,214      974,826      561,214       974,826
Withholdings..........          --          --           --            --      344,187      392,439      344,187       392,439
Other current
  liabilities.........          --          --           --            --           --      463,201           --       463,201
Income taxes..........          --          --           --            --           --    4,052,050           --     4,052,050
                        ----------   ---------   ----------   -----------   ----------   ----------   ----------   -----------
Total.................  11,648,865   5,262,561                105,157,153   32,605,929   22,829,734   44,254,794   133,249,448
                        ==========   =========   ==========   ===========   ==========   ==========   ==========   ===========
Outstanding
  principal...........  11,648,865   5,262,561                105,157,153   32,605,929   22,829,734   44,254,794   133,249,448
                        ==========   =========   ==========   ===========   ==========   ==========   ==========   ===========
Average annual
  interest rate (%)...                                                                        8.15%
                        ==========   =========   ==========   ===========   ==========   ==========   ==========   ===========

                                                                 1998          1999
                                                              -----------   ----------
Percentage of liabilities in foreign currency..............        26.32%        3.90%
Percentage of liabilities in local currency................        73.68%       96.10%
                                                              -----------   ----------
                                                                  100.00%      100.00%
                                                              ===========   ==========
</TABLE>


                                     F-4-37
<PAGE>

                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 17--ACCOUNTS PAYABLE

   The detail of accounts payable is as follows:


<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                      -----------------------------------
                                                            1998               1999
                                                            ----               ----
<S>                                                   <C>                <C>
Domestic suppliers..................................  ThCh $ 8,352,415   ThCh $16,749,184
Foreign suppliers...................................         2,028,680          1,708,553
Other accounts payable..............................           677,659            198,034
                                                      ----------------   ----------------
Total...............................................  ThCh $11,058,754   ThCh $18,655,771
                                                      ================   ================
</TABLE>


                                     F-4-38
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 18--ACCRUED EXPENSES, ALLOWANCES AND WRITE-OFFS

    Accrued expenses at each year end are as follows:


<TABLE>
<CAPTION>
                                         DECEMBER 31,
                                -------------------------------
                                     1998             1999
                                     ----             ----
<S>                             <C>              <C>
Vacations.....................  ThCh $335,852    ThCh $655,798
Contractual obligations with
  employees...................        225,362          307,825
Others........................             --           11,203
                                -------------    -------------
Total accruals................  ThCh $561,214    ThCh $974,826
                                =============    =============
</TABLE>


    There are allowances for uncollectible accounts that have been deducted from
the following accounts:


<TABLE>
<CAPTION>
                                       DECEMBER 31,
                             ---------------------------------
                                  1998              1999
                                  ----              ----
<S>                          <C>               <C>
Trade accounts
  receivable...............  ThCh $2,688,246   ThCh $5,611,222
Notes receivable...........           66,730             6,144
                             ---------------   ---------------
Total allowances...........  ThCh $2,754,976   ThCh $5,617,366
                             ===============   ===============
</TABLE>



    During each year, there were write-offs of clients for ThCh$976,941 in 1997,
ThCh$1,605,850 in 1998 and ThCh$1,188,695 in 1999.


                                     F-4-39
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT


          CHILEAN PESOS (THCH $) OF JUNE 30, 2000 EXCEPT AS INDICATED)


NOTE 19.  STOCKHOLDERS' EQUITY

    During 1997, 1998 and 1999, these accounts show the following movements:


<TABLE>
<CAPTION>
                                                      ADDITIONAL PAID-IN   ACCUMULATED DEFICIT
                                   PAID-IN CAPITAL         CAPITAL         IN DEVELOPMENT STAGE
                                   ---------------         -------         --------------------
<S>                               <C>                 <C>                  <C>
Balances, December 31, 1996.....  ThCh $ 12,021,497    ThCh $     5,994      ThCh $(1,134,536)
Transfers.......................                 --                  --                    --
Capital increase................         48,059,157             923,603                    --
Price-level restatement.........            757,354                 378               (71,476)
Deficit of development stage
  subsidiaries..................                 --                  --               (98,627)
Loss for the year...............                 --                  --                    --
                                  -----------------    ----------------      ----------------
Balances, December 31, 1997.....  ThCh $ 60,838,008    ThCh $   929,975      ThCh $(1,304,639)
                                  =================    ================      ================
Balances, December 31, 1997
  price-level restated at
  June 30, 2000.................  ThCh $ 66,666,339    ThCh $ 1,019,067      ThCh $(1,429,624)
                                  =================    ================      ================
Balances, December 31, 1997.....  ThCh $ 60,838,008    ThCh $   929,975      ThCh $(1,304,639)
Transfers.......................                 --                  --                    --
Capital increase................         47,437,438                  --                    --
Price-level restatement.........          3,280,159              39,989               (77,591)
Deficit of development stage
  subsidiaries..................                 --                  --              (632,073)
Loss for the year...............                 --                  --                    --
                                  -----------------    ----------------      ----------------
Balances, December 31, 1998.....  ThCh $111,555,605    ThCh $   969,964      ThCh $(2,014,303)
                                  =================    ================      ================
Balances, December 31, 1998
  price-level restated at
  June 30, 2000.................  ThCh $117,202,996    ThCh $ 1,019,067      ThCh $(2,116,275)
                                  =================    ================      ================
Balances, December 31, 1998.....  ThCh $111,555,605    ThCh $   969,964      ThCh $(2,014,303)
Transfers.......................                 --                  --                    --
Price-level restatement.........          2,900,446              25,219               (52,372)
Income for the year.............                 --                  --                    --
                                  -----------------    ----------------      ----------------
Balances, December 31, 1999.....  ThCh $114,456,051    ThCh $   995,183      ThCh $(2,066,675)
Restated at June 30, 2000.......  ThCh $117,202,996    ThCh $ 1,019,067      ThCh $(2,116,275)
                                  =================    ================      ================
</TABLE>


                                     F-4-40
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT


          CHILEAN PESOS (THCH $) OF JUNE 30, 2000 EXCEPT AS INDICATED)


NOTE 19.  STOCKHOLDERS' EQUITY (CONTINUED)


<TABLE>
<CAPTION>
                                                      INCOME (LOSS)
                                ACCUMULATED LOSS      FOR THE YEAR            TOTAL
                                ----------------      ------------            -----
<S>                             <C>                 <C>                 <C>
Balances, December 31, 1996...  ThCh $ (5,722,939)  ThCh $ (2,820,921)  ThCh $  2,349,095
Transfers.....................         (2,820,921)          2,820,921                  --
Capital increase..............                 --                  --          48,982,760
Price-level restatement.......           (538,263)                 --             147,993
Deficit of development stage
  subsidiaries................                 --                  --             (98,627)
Loss for the year.............                 --          (1,005,887)         (1,005,887)
                                -----------------   -----------------   -----------------
Balances, December 31, 1997...  ThCh $ (9,082,123)  ThCh $ (1,005,887)  ThCh $ 50,375,334
                                =================   =================   =================
Balances, December 31, 1997
  price-level restated at
  June 30, 2000...............  ThCh $ (9,952,198)  ThCh $ (1,102,252)  ThCh $ 55,301,332
                                =================   =================   =================
Balances, December 31, 1997...  ThCh $ (9,082,123)  ThCh $ (1,005,887)  ThCh $ 50,375,334
Transfers.....................         (1,005,887)          1,005,887                  --
Capital increase..............                 --                  --          47,437,438
Price-level restatement.......           (433,784)                 --           2,808,773
Deficit of development stage
  subsidiaries................                 --                  --            (632,073)
Loss for the year.............                 --         (17,069,471)        (17,069,471)
                                -----------------   -----------------   -----------------
Balances, December 31, 1998...  ThCh $(10,521,794)  ThCh $(17,069,471)  ThCh $ 82,920,001
                                =================   =================   =================
Balances, December 31, 1998
  price-level restated at
  June 30, 2000...............  ThCh $(11,054,450)  ThCh $(17,933,596)  ThCh $ 87,117,742
                                =================   =================   =================
Balances, December 31, 1998...  ThCh $(10,521,794)  ThCh $(17,069,471)  ThCh $ 82,920,001
Transfers.....................        (17,069,471)         17,069,471                  --
Price-level restatement.......           (717,373)                 --           2,155,920
Income for the year...........                 --          20,627,938          20,627,938
                                -----------------   -----------------   -----------------
Balances, December 31, 1999...  ThCh $(28,308,638)  ThCh $ 20,627,938   ThCh $105,703,859
                                =================   =================   =================
Restated at June 30, 2000.....  ThCh$ (28,988,045)  ThCh$  21,123,009   ThCh$ 108,240,752
</TABLE>


                                     F-4-41
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 19.  STOCKHOLDERS' EQUITY (CONTINUED)

    In accordance with article 10 of Law No. 18.046, the amount corresponding to
price-level restatement of capital has been included in paid-in capital.

PAID-IN CAPITAL

    On August 14, 1996, Motorola Inc. sold 2,420 shares of the Company to Entel
S.A. As a result of this sale, Entel S.A. directly, and through its subsidiary
Entel Inversiones S.A., became the majority shareholder, with 6,987 shares
representing a 51% interest. Motorola reduced its number of shares to 6,714,
with which its interest was reduced to 49%.

    On December 19, 1996, at the Special Shareholders' Meeting, the shareholders
agreed to increase the Company's capital by ThCh$4,227,600, with the issuance of
2,740 shares. At the same meeting, Entel Inversiones S.A. and Motorola, Inc.
renounced their preemptive rights, which resulted in Entel S.A., directly and
through its subsidiary Entel Inversiones S.A., controlling 9,727 shares in the
Company, representing a 59.16% interest. Motorola, Inc. retained 6,714 shares,
with which its interest was reduced to 40.84%.

    At the Special Shareholders' Meeting held on October 14, 1997, the
shareholders agreed to increase the Company's capital by ThCh$48,059,157 with
the issuance of 31,789 shares, of which Entel S.A. subscribed 26,445 and
Motorola the remaining 5,344. This capital increase was used in acquiring a
99.92% interest in Entel Movil S.A. and a 99.90% interest in Entel PCS
Telecomunicaciones S.A.

    At the Special Shareholders' Meeting held on September 10, 1998, the
shareholders agreed to increase the Company's capital by ThCh$47,437,438 with
the issuance of 37,041 shares, of which Entel S.A. subscribed 27,781 and
Motorola the remaining 9,260.


    The paid-in capital at December 31, 1999 is ThCh$117,202,996 represented by
85,272 no-par value shares


                                     F-4-42
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 19.  STOCKHOLDERS' EQUITY (CONTINUED)
    A detail of shareholders at December 31, of each year, is as follows:

<TABLE>
<CAPTION>
                                                    OWNERSHIP
                                               AS OF DECEMBER 31,
                                               ------------------
                                               1998           1999
SHAREHOLDER                                     %              %
-----------                                     -              -
<S>                                          <C>            <C>
Motorola International Development Co......    25.00          25.00
Entel S.A..................................    69.64          69.64
Entel Inversiones S.A......................     5.36           5.36
                                              ------         ------
Total......................................   100.00         100.00
                                              ======         ======
</TABLE>

NOTE 20.  INCOME TAX AND DEFERRED TAXES


    In 1999, the Company and its subsidiary Entel Telefonia Movil S.A. provided
for first category income tax for ThCh$4,001,051 and ThCh$50,999, respectively,
as follows:



<TABLE>
<CAPTION>
                                                      THCH $
                                                      ------
<S>                                                 <C>
First category income tax.........................  (5,869,010)
Effect of tax loss carryforward from prior
  years...........................................   1,816,960
                                                    ----------
Income tax payable................................  (4,052,050)
                                                    ==========
</TABLE>


    In 1999, the subsidiaries Entel PSC Telecomunicaciones S.A. and Empresa de
Radiocomunicaciones Insta Beep Limitada, did not accrue income tax as they
incurred tax losses.

    In 1997 and 1998, the Company and its subsidiaries did not accrue first
category income tax as they incurred tax losses.

DEFERRED TAXES AND FUTURE ACCOUNTING CHANGES

    Circular No. 1.450 of the Superintendency requires the reporting of deferred
taxes arising from temporary differences, tax losses, and other events that
create differences between the accounting and tax bases of assets and
liabilities as stated in Technical Bulletin No. 60 of the Colegio de Contadores
de Chile A.G., for information purposes only.

    The Company should account for deferred taxes according to Technical
Bulletin No. 60 starting January 1, 2000. Such regulations are applicable only
for temporary

                                     F-4-43
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 20.  INCOME TAX AND DEFERRED TAXES (CONTINUED)
differences and other events that create differences between the accounting and
tax bases of assets and liabilities that arise after that date. Accordingly, the
current financial statements present the information related to deferred taxes
only in an explanatory note, as if the initial application had been effective on
January 1, 1999.

    If this accounting change had been applied from January 1, 1999, the Company
would have recorded deferred taxes as follows:

    At December 31, 1999, the detail of accumulated balances for deferred taxes,
excluding accumulated balances at January 1, 1999, would have been as follows:


<TABLE>
<CAPTION>
                                DEFERRED ASSETS                  DEFERRED LIABILITIES
                       ---------------------------------   ---------------------------------
                           SHORT-             LONG-            SHORT-             LONG-
                            TERM              TERM              TERM              TERM
                            ----              ----              ----              ----
<S>                    <C>               <C>               <C>               <C>
Allowance for
  uncollectible
  accounts...........  ThCh $  427,565   ThCh $       --   ThCh $       --   ThCh $       --
Leased assets........               --            87,256                --                --
Inventory
  provision..........               --                --            47,874                --
Capital leases.......               --                --                --           147,281
Allowance for
  obsolescence of
  plant and
  equipment..........          416,066                --                --                --
Miscellaneous
  accruals...........          271,360                --                --                --
Capitalized
  expenses...........               --                --         2,521,899                --
Depreciation of
  property, plant and
  equipment..........               --                --                --         1,072,562
Accrued vacation.....           50,531                --                --                --
Tax loss
  carryforward.......               --         2,345,937                --                --
                       ---------------   ---------------   ---------------   ---------------

Total................  ThCh $1,165,522   ThCh $2,433,193   ThCh $2,569,773   ThCh $1,219,843
                       ===============   ===============   ===============   ===============
</TABLE>


                                     F-4-44
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 20.  INCOME TAX AND DEFERRED TAXES (CONTINUED)

    Accumulated balances at the beginning of the year of asset and liability
accounts for deferred taxes and their respective complementary accounts and the
amortized amount of the latter, are as follows:



<TABLE>
<CAPTION>
                                                               DEFERRED ASSETS
                                                       --------------------------------
                                                           SHORT-            LONG-
                                                            TERM             TERM
                                                            ----             ----
<S>                                                    <C>              <C>
Allowance for uncollectible accounts.................  ThCh $388,242    ThCh $       --
  Complementary liabilities..........................       (388,242)                --
Capitalized expenses.................................             --                 --
  Complementary assets...............................             --                 --
Tax loss.............................................             --          5,374,931
  Complementary liabilities..........................             --         (5,374,931)
Leased assets........................................             --                 --
  Complementary assets...............................             --                 --
Capital leases.......................................             --            807,117
  Complementary liabilities..........................             --           (807,117)
Depreciation of property, plant and equipment........             --                 --
  Complementary assets...............................             --                 --
Miscellaneous accruals...............................         47,874                 --
  Complementary liabilities..........................        (47,874)                --
Accrued vacations....................................         47,838                 --
  Complementary liabilities..........................        (47,838)                --
                                                       -------------    ---------------
Totals...............................................  ThCh $     --    ThCh $       --
                                                       =============    ===============
</TABLE>


                                     F-4-45
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 20.  INCOME TAX AND DEFERRED TAXES (CONTINUED)


<TABLE>
<CAPTION>
                                           DEFERRED LIABILITIES         ESTIMATED   WEIGHTED
                                     --------------------------------   REVERSAL     AVERAGE
                                         SHORT-            LONG-        PERIOD IN   PERIOD OF
                                          TERM             TERM           YEARS     REVERSAL
                                          ----             ----           -----     --------
<S>                                  <C>              <C>               <C>         <C>
Allowance for uncollectible
  accounts.........................  ThCh $     --    ThCh $       --
  Complementary liabilities........             --                 --       2          1.41
Capitalized expenses...............        355,089                 --
  Complementary assets.............       (355,089)                --       1             1
Tax loss...........................             --                 --
  Complementary liabilities........             --                 --      10          6.56
Leased assets......................             --            894,293
  Complementary assets.............             --           (894,293)     92         19.12
Capital leases.....................             --                 --
  Complementary liabilities........             --                 --       4          6.56
Depreciation of property, plant and
  equipment........................             --          1,162,023
  Complementary assets.............             --         (1,162,023)     20         19.12
Miscellaneous accruals.............             --                 --
  Complementary liabilities........             --                 --       1          1.41
Accrued vacations..................             --                 --
  Complementary liabilities........             --                 --       1          1.41
                                     -------------    ---------------      --         -----
Totals.............................  ThCh $     --    ThCh $       --
                                     =============    ===============      ==         =====
</TABLE>


                                     F-4-46
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 20.  INCOME TAX AND DEFERRED TAXES (CONTINUED)
    The income tax expense, after recording deferred tax, following Circular
1450, would be as follows:


<TABLE>
<CAPTION>
                                                            THCH $
                                                            ------
<S>                                                       <C>
Current tax expense:
  Income tax............................................  (4,052,050)
Deferred taxes:
  Effect of assets and liabilities arising from the
    year's deferred taxes...............................    (190,901)
  Effect of amortization of deferred asset and liability
    complementary accounts..............................   2,049,827
                                                          ----------

Total net charge to income..............................  (2,193,124)
                                                          ==========
</TABLE>


NOTE 21--LIABILITIES IN FOREIGN CURRENCY

    Liabilities in foreign currency are as follows:


<TABLE>
<CAPTION>
                                                    DECEMBER 31,
                       -----------------------------------------------------------------------
                                      1998                                 1999
                                      ----                                 ----
<S>                    <C>               <C>                <C>               <C>
Liabilities with
  banks and financial
  institutions.......  ThUS $10,164.21   ThCh $ 5,044,754   ThUS $ 7,644.31   ThCh $ 4,149,271
Accounts and other
  payable............        40,705.48         20,203,153         22,239.44         12,071,380
                       ---------------   ----------------   ---------------   ----------------

Total................  ThUS $50,869.69   ThCh $25,247,907   ThUS $29,883.75   ThCh $16,220,651
                       ===============   ================   ===============   ================
</TABLE>



    At December 31, 1999, the Company has forward exchange hedging contracts for
a total amount of US$25,000,000, which it has committed to purchase for UF
910,181. The comparison of the corresponding current value using the spot rates
for obligations and rights arising from those contracts, results in a negative
balance of ThCh$463,201, which is presented in "Other current liabilities". The
results are included in non-operating income in price-level restatement.


                                     F-4-47
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 22--SHARE TRANSACTIONS

    During 1998 and 1999, purchase and sales of shares of the Company by major
stockholders are as follows:

<TABLE>
<CAPTION>
                                                              NUMBER OF SHARES
                                                  -----------------------------------------
                                                         SALES               PURCHASES
                                                  -------------------   -------------------
                                                    1998       1999       1998       1999
                                                    ----       ----       ----       ----
<S>                                               <C>        <C>        <C>        <C>
Entel S.A. (majority shareholder)...............       --         --     27,781         --
Motorola, Inc. (shareholder)....................       --         --      9,260         --
</TABLE>

NOTE 23--YEAR 2000 ISSUE


    Expenses incurred in connection to the year 2000 issue, correspond to
advisory services and others, for ThCh$4,445 in 1998 and ThCh$14,169 in 1999.


    There are no contingencies or write-offs that could have resulted from
problems related to the year 2000.

                                     F-4-48
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 24--OTHER NON-OPERATING INCOME


    This heading includes an amount of ThCh$35,254,562 in 1999 corresponding to
the sale of licenses explained in Note 2, which has been arrived at after
creating provisions and writing off assets, that the Company estimates will be
obsolete or unusable in future operations. The detail of the proceeds from the
sale, price-level restated, as well as provisions and write-offs are as follows:



<TABLE>
<CAPTION>
                                                     THCH $
                                                     ------
<S>                                                <C>
Sale of licenses.................................  44,781,480
Less provisions and related expenses:

  - Write-off of inventories, property, plant and
    equipment and intangibles....................    (920,771)
  - Allowance for uncollectible accounts.........    (850,370)
  - Accrual for loss of assets in Buenaventura
    S.A. and others..............................  (1,825,350)
  - Early termination of contracts with
    suppliers....................................  (1,229,503)
  - Early termination of contracts with clients
    and migration expenses.......................  (1,667,695)
  - Allowance for obsolescence of property, plant
    and equipment................................  (2,798,726)
  - Others.......................................    (234,503)
                                                   ----------

Net gain.........................................  35,254,562
                                                   ==========
</TABLE>



    In addition in 1999, this heading includes other proceeds from sale of a
trunking license for ThCh$374,742 and others for ThCh$1,472,605.


NOTE 25--COMMITMENTS AND CONTINGENCIES


    The Company guarantees 50% of loans granted to Buenaventura S.A. for lease
contracts amounting to ThCh$233,227 at December 31, 1999; thus, the Company's
guarantee amounts to ThCh$116,614.


    The subsidiary Entel PCS Telecommunicaciones S.A., holds a license to render
mobile digital telephony public services under a temporary authorization under
Resolutions No. 1375 and 95 of October 1, 1999 and January 20, 2000, both of the
Minister of Transport and Telecommunications, which will be final once the
authorities issue the license modification decrees.

                                     F-4-49
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 25--COMMITMENTS AND CONTINGENCIES (CONTINUED)
    The license itself and reception of the installations by the Undersecretary
of Telecommunications do not present risk contingencies on the ownership of, or
the authorization to use, the license. Also, there are no outstanding
performance bonds that could result in contingent payments thereon.

NOTE 26--DIRECTORS' REMUNERATIONS

    Directors did not receive remunerations during 1997, 1998 and 1999.

NOTE 27--RESEARCH AND DEVELOPMENT COSTS

    In 1997, 1998 and 1999, the Company has not incurred expenses in research
and development.

NOTE 28--SUBSEQUENT EVENTS


    In Ordinary File No. 30.469 of January 19, 2000, the Undersecretary of
Telecommunications accused the subsidiary Entel PCS Telecomunicaciones S.A. of
modifying without current authorization, elements of its license to operate
mobile digital telephony. The accusation is not shared by the Company, who will
defend itself within the corresponding administrative procedure. In the event of
an adverse result for the defendant, some sanctions foreseen of article 36 a and
b of the General Law of Telecommunications could be applied, ranging from
admonition to a fine for no more than ThCh$15,429.


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES

    Accounting principles generally accepted in Chile ("Chilean GAAP") vary in
certain important aspects from those generally accepted in the United States
("US GAAP"). Such differences involve certain methods for measuring the amounts
included in the financial statements as well as the required disclosures.

                                     F-4-50
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
(A)  DIFFERENCE IN MEASUREMENT METHODS

    The principal methods applied in the preparation of the accompanying
financial statements which have resulted in amounts which differ from those that
would have otherwise been determined under accounting principles generally
accepted in the United States are as follows:

(A.1)  INFLATION ACCOUNTING


    As disclosed in Note 3d, the cumulative inflation rate in Chile as measured
by the Consumer Price index for the three-year period ended December 31, 1999
was approximately 15.6%.


    Chilean GAAP require that financial statements be restated to reflect the
effects of the changes in the purchasing power of the Chilean peso on the
financial position and results of operations of a company. US GAAP, does not
allow such price-level restatement. Thus, the effects recorded in the financial
statements have been eliminated in the reconciliation. The calculation of the
price-level restatement is shown in Note 5.

(A.2) INCOME TAX

    As disclosed under paragraph b.3 below, there are certain differences
between the method used to account for income taxes under Chilean GAAP and that
prescribed by Statement of Financial Accounting Standards No. 109 ("SFAS 109").
The objectives of SFAS 109 are to (1) recognize the amount of income taxes
payable or refundable in the current year and (2) provide for potential future
taxes arising from differences between the amounts shown for assets and
liabilities in the balance sheet and the tax bases of those assets and
liabilities at the balance sheet date. The deferred tax is calculated using
enacted tax rates and regulations and is adjusted if those tax rates and
regulations are changed. In general, the change in the deferred tax asset or
liability from one balance sheet date to the next represents the deferred tax
expense (or benefit) for the year. The method is described as the liability
method. The effect of recording deferred taxes is shown in the reconciliations
below.

    The Subsidiary Empresa de Radiocomunicaciones Inta Beep Ltda. applied SFAS
109 as from 1997. The cumulative effect of this accounting change at the
beginning of that year totalled ThCh$278,963 and is eliminated in the
reconciliation below.

                                     F-4-51
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
(A.3) ACCOUNTING FOR INVESTMENTS IN AFFILIATED COMPANIES

    Under both Chilean and US GAAP permanent investments are recorded using the
equity method of accounting, when the investor can exercise significant
influence over the investee's operating and financial policies. Under Chilean
GAAP, an investment of 10% or more of the voting stock of the investee leads to
a refutable presumption that the investor has the ability to exercise
significant influence. Under US GAAP, the threshold is 20% or more. During the
three year period ended December 31, 1999, the Company, did not have any
investments in which it owned more than 10% but less than 20%. Accordingly, no
adjustment has been made in the reconciliations below.

(A.4) MANDATORY DIVIDEND

    As required by Law No. 18.046 and unless the shareholders unanimously agree
otherwise, the Company must distribute a minimum cash dividend equivalent to 30%
of its income before negative goodwill amortization for each year as determined
in accordance with Chilean GAAP, unless and except to the Company has
accumulated prior year losses. Since the Company has accumulated losses, no
adjustment is required for US GAAP purposes.

(A.5) CAPITALIZATION OF INTEREST COST

    For Chilean GAAP, the Company did not capitalize interest on the assets that
are constructed or prepared for its own use. Under US GAAP, such interest would
have been capitalized to the respective assets and amortized over the useful
lives of such assets. The effects on net income of capitalizing interest in
1997, 1998 and 1999 and the resulting depreciation for those assets are shown in
the reconciliation below.

(A.6) MARKETABLE SECURITIES

    In accordance with Chilean GAAP, marketable equity securities are stated at
the lower of price-level adjusted cost or market value. For purposes of U.S.
GAAP, the portfolio of marketable equity securities should be recorded at market
value. The difference between the two methods is not significant.

(A.7) BUSINESS COMBINATION

    In accordance with Chilean GAAP, the purchase of a subsidiary is accounted
for at the book value of the underlying net assets with the excess of cost over
net book

                                     F-4-52
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
value recorded as goodwill to be amortized to income over a period not exceeding
twenty years.

    Under U.S. GAAP, such purchases are recorded at purchase cost with assets
and liabilities acquired stated at their respective fair market values. To the
extent that the purchase price exceeds the fair market value of the net assets
acquired, the remainder is designated as goodwill to be amortized over a period
not greater than 40 years, based on the expected period of future benefit. If an
excess of acquired net assets over cost arises the excess should be allocated to
reduce proportionally the values assigned the noncurrent assets (except
long-term investment in marketable securities) in determining their fair values.
If the allocation reduces the noncurrent assets to zero value, the remainder of
the excess over cost (negative goodwill) should be classified as a deferred
credit and amortized systematically to income over the period estimated to be
benefited, but not in excess of 40 years.

    In 1997, the Company acquired its two principal subsidiaries, Entel PCS
Telecomunicaciones S.A. and Entel Telefonia Movil S.A., in part from related
companies and in part from third parties. Under Chilean GAAP, the excess of
price over book value of the net assets acquired was allocated to goodwill.
Under US GAAP that difference is allocated to the fair value of the operating
licenses held by the subsidiaries, as the book values of the other assets and
liabilities acquired approximate their fair values. As both goodwill under
Chilean GAAP and licenses under US GAAP are being amortized over 20 years, there
is no significant difference between the two methods that should be included in
the reconciliations below.

(A.8) CLASSIFICATION OF AMORTIZATION OF GOODWILL

    Under Chilean GAAP, the amortization of goodwill is classified as
non-operating expense. Under US GAAP, such amortization is classified as
operating expense. The effect of the difference in classification is shown
below.

(A.9) SUBSCRIBER ACQUISITION COST

    Under Chilean GAAP, in order to properly correlate revenues and expenses,
separately identifiable costs related to the acquisition of prepaid services
subscribers are deferred and amortized over the minimum contract period of 12
months. If the subscriber leaves the system or is disconnected before that time,
the balance of unamortized deferred costs is written off. Under US GAAP, these
subscriber acquisition costs cannot be deferred because the related future
benefit cannot be

                                     F-4-53
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
quantified based on contract amounts and not on estimates. The effect on the
difference is shown in the reconciliation below.

(A.10) ACCUMULATED DEFICIT IN DEVELOPMENT STAGE

    Under Chilean GAAP, the accumulated deficit of development stage
subsidiaries is presented in the consolidated financial statements as a charge
to equity. Under US GAAP, these results should be charged to income. The effect
on net income is shown in the reconciliations below only for 1997 and part of
1998, because the subsidiaries became operative and were consolidated as from
1998, under Chilean GAAP.

(A.11) ACCUMULATED EFFECTS OF ACCOUNTING CHANGE IN JOINT-VENTURE ACCOUNTING

    Under Chilean GAAP, the investment in the joint-venture Buenaventura S.A. is
recorded using the equity method of accounting. Under US GAAP this investment is
carried at cost, because it is believed that this more closely reflects the
reality of Buenaventura S.A. as a break-even operation. The cumulative effect of
this difference at January 1, 1997 and subsequent effects are included in the
reconciliations below.

(A.12) ACCUMULATED EFFECTS OF CHANGE IN FUNCTIONAL CURRENCY

    Under Chilean GAAP, the functional currency is the constant Chilean peso.
Under US GAAP, the Company had used the US dollar as its functional currency
until 1993, changing to the historical Chilean peso thereafter. The change in
functional currency was made in accordance with SFAS 52. The cumulative effect
of this change in prior years is included in the reconciliation below.

(A.13) REVENUE FROM SALE OF PREPAID CALLING CARDS

    The Company sells prepaid calling cards which expire after three months.
Under both Chilean and US GAAP revenues are recognized as the service is
provided or when the cards expires, whichever is first. For the Chilean GAAP
financial statements, as a practical matter and given the lack of materiality of
the difference the Company has assumed that all cards are consumed during the
first month. For US GAAP purposes, the Company has recorded the unused amounts
of prepaid cards as a liability. The effect is included in the reconciliation
below.

(A.14) MINORITY INTEREST

    An adjustment to record the portion of the foregoing US GAAP adjustments
attributable to minority interest in consolidated subsidiaries has been
recorded.

                                     F-4-54
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
(A.15) EFFECT OF CONFORMING TO US GAAP

    The adjustments to reported net equity required to conform to US GAAP are as
follow (all amounts are expressed in thousands of historical Chilean Pesos):


<TABLE>
<CAPTION>
                                                                                    CONVENIENCE
                                                                                    TRANSLATION
                                                         DECEMBER 31,                (NOTE 3T)
RECONCILIATION OF               REFERENCE    ------------------------------------   -----------
SHAREHOLDERS' EQUITY            TO NOTE 29         1998               1999             1999
--------------------            ----------         ----               ----             ----
                                                                                    (UNAUDITED)
                                                                                       US $
                                                                                      (000S)
<S>                             <C>          <C>                <C>                 <C>
Shareholders' equity under
  Chilean GAAP, restated to
  June 30, 2000 currency......               ThCh $87,117,742   ThCh $108,240,752     200,960
Reversal of price-level
  restatements:
  Comparative restatement to
    June 30, 2000 currency....                     (4,197,741)         (2,536,893)     (1,497)
  Assets and liabilities......      a.1            (6,353,969)        (10,682,238)    (20,157)
  Cost of inventories sold....      a.1               143,793             175,510         331
  Depreciation, and
    write-off.................      a.1               522,918           1,325,218       2,501
  Amortization of
    intangibles...............      a.1                22,117              31,318          59
  Write-off of intangibles....      a.1                    --              51,067          96
Accumulated effect of change
  in functional currency......     a.12              (598,289)           (598,289)     (1,129)
Accumulated effect of
  difference in accounting for
  joint venture...............     a.11               429,651             429,651         811
</TABLE>


                                     F-4-55
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)


<TABLE>
<CAPTION>
                                                                                    CONVENIENCE
                                                                                    TRANSLATION
                                                         DECEMBER 31,                (NOTE 3T)
RECONCILIATION OF               REFERENCE    ------------------------------------   -----------
SHAREHOLDERS' EQUITY            TO NOTE 29         1998               1999             1999
--------------------            ----------         ----               ----             ----
                                                                                    (UNAUDITED)
                                                                                       US $
                                                                                      (000S)
<S>                             <C>          <C>                <C>                 <C>
Difference in accounting for
  joint venture results
  and write-off...............     a.11               (33,191)            376,976         711
Deferred taxes................      a.2             3,029,939           7,763,320      14,649
Capitalization of interest....      a.5             1,008,874           3,141,878       6,929
Depreciation of capitalized
  interest....................      a.5              (117,634)           (196,490)       (371)
Minority interest.............     a.14                (4,894)              7,741          15
Subscriber acquisition cost...      a.9                    --         (16,448,535)    (31,038)
Revenues from sale of prepaid
  calling cards...............     a.13               (54,894)           (848,407)     (1,601)
Others........................                        (70,432)            (70,432)       (133)
                                             ----------------   -----------------    --------
Total shareholders' equity in
  US GAAP.....................               ThCh $80,843,990   ThCh $ 90,162,147     171,136
                                             ================   =================    ========
</TABLE>


                                     F-4-56
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)

    The adjustments to reported net income required to conform to US GAAP are as
follows (all amounts are expressed in thousands of historical Chilean pesos):


<TABLE>
<CAPTION>
                                                              REFERENCE
RECONCILIATION OF NET INCOME (LOSS)                           TO NOTE 29
-----------------------------------                           ----------
<S>                                                           <C>
Net income (loss) under Chilean GAAP, restated to June 30,
  2000 currency.............................................
Reversal of price-level restatements:
  Comparative restatement to June 30, 2000 currency.........
  Income statement amounts..................................      a.1
  Cost of inventories sold..................................      a.1
  Depreciation of property, plant and equipment, and
    write-off...............................................      a.1
  Amortization of intangibles...............................      a.1
  Write-off of intangibles..................................      a.1
Difference in accounting for joint venture results and
  write-off.................................................     a.11
Deferred taxes..............................................      a.2
Cumulative effect at beginning of the year of deferred taxes
  of subsidiary.............................................      a.2
Capitalization of interest..................................      a.5
Depreciation of capitalized interest........................      a.5
Accumulated deficit of subsidiaries in development stage....     a.10
Minority interest...........................................     a.14
Reversal of subscriber acquisition cost.....................      a.9
Revenues from sale of prepaid calling cards.................     a.13
Others......................................................
Net income (loss) under US GAAP.............................
</TABLE>


                                     F-4-57
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)


<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                     -------------------------------------------------------
RECONCILIATION OF NET INCOME (LOSS)        1997               1998                1999
-----------------------------------        ----               ----                ----
<S>                                  <C>                <C>                 <C>
Net income (loss) under Chilean
  GAAP, restated to June 30, 2000
  currency.......................    ThCh $(1,102,252)  ThCh $(17,933,596)  ThCh $21,123,009
Reversal of price-level
  restatements:
  Comparative restatement to
    June 30, 2000 currency.......              96,365             864,125           (495,071)
  Income statement amounts.......            (440,036)         (1,550,741)        (2,175,351)
  Cost of inventories sold.......              55,413              39,729             31,717
  Depreciation of property, plant
    and equipment, and write-off...            22,302             454,117            802,301
  Amortization of intangibles....               5,560              14,199              9,201
  Write-off of intangibles.......                  --                  --             51,067
Difference in accounting for joint
  venture results and write-off...             (4,746)            (10,788)           413,167
Deferred taxes...................             113,661           2,637,315          4,733,382
Cumulative effect at beginning of
  the year of deferred taxes of
  subsidiary.....................             278,963                  --                 --
Capitalization of interest.......             233,956             540,846          2,133,004
Depreciation of capitalized
  interest.......................             (33,439)            (70,120)           (78,856)
Accumulated deficit of subsidiaries
  in development stage...........             (98,627)           (632,074)                --
Minority interest................                (249)               (913)            12,635
Reversal of subscriber acquisition
  cost...........................                  --                  --        (16,448,535)
Revenues from sale of prepaid
  calling cards..................                  --             (54,894)          (793,513)
Others...........................            (130,364)                 --                 --
                                     ----------------   -----------------   ----------------
Net income (loss) under US GAAP..    ThCh$ (1,003,493)  ThCh$ (15,702,795)  ThCh$  9,318,157
                                     ================   =================   ================
</TABLE>


                                     F-4-58
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)


<TABLE>
<CAPTION>
                                                              CONVENIENCE
                                                              TRANSLATION
                                                               (NOTE 3T)
                                                              -----------
RECONCILIATION OF NET INCOME (LOSS)                              1999
-----------------------------------                              ----
                                                              (UNAUDITED)
                                                                 US $
                                                                (000S)
<S>                                                           <C>
Net income (loss) under Chilean GAAP, restated to June 30,
  2000 currency.............................................    $39,217
Reversal of price-level restatements:
  Comparative restatement to June 30, 2000 currency.........       (292)
  Income statement amounts..................................     (4,105)
  Cost of inventories sold..................................         60
  Depreciation of property, plant and equipment, and
    write-off...............................................      1,514
  Amortization of intangibles...............................         17
  Write-off of intangibles..................................         96
Difference in accounting for joint venture results and
  write-off.................................................        780
Deferred taxes..............................................      8,932
Cumulative effect at beginning of the year of deferred taxes
  of subsidiary.............................................         --
Capitalization of interest..................................      4,025
Depreciation of capitalized interest........................       (149)
Accumulated deficit of subsidiaries in development stage....         --
Minority interest...........................................         23
Reversal of subscriber acquisition cost.....................    (31,038)
Revenues from sale of prepaid calling cards.................     (1,497)
Others......................................................         --
                                                                -------
Net income (loss) under US GAAP.............................    $17,583
                                                                =======
</TABLE>


                                     F-4-59
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)

    The amortization of intangibles that under US GAAP should be reclassified
from non-operating to operating expense totals ThCh$28,643 in 1997, ThCh$151,423
in 1998 and ThCh$306,571 in 1999.



    The total depreciation amount that under Chilean GAAP is classified in
selling and administrative expenses and operating cost totals, in US GAAP, to
ThCh$1,301,512 in 1997, ThCh$8,532,388 in 1998 and ThCh$17,563,930 in 1999.



    The changes in net equity amounts determined under US GAAP are summarized as
follows (all amounts are expressed in thousands of historical Chilean peso):


<TABLE>
<CAPTION>
                                                    THCH $
                                                    ------
<S>                                               <C>
Balance at December 31, 1996....................    1,130,080
Capital paid in.................................   48,982,760
Net loss for the year...........................   (1,003,493)
                                                  -----------

Balance at December 31, 1997....................   49,109,347
Capital paid in.................................   47,437,438
Net loss for the year...........................  (15,702,795)
                                                  -----------

Balance at December 31, 1998....................   80,843,990
Net income for the year.........................    9,318,157
                                                  -----------

Balance at December 31, 1999....................   90,162,147
                                                  ===========
</TABLE>

(B) ADDITIONAL DISCLOSURE REQUIREMENTS

(B.1) EMPLOYEE BENEFITS

    Employee benefits are provided by independent pension funds and health-
insurance companies, which are funded by employees' contributions. The Company
has no responsibility as an employer for payments under these plans, other than
withholding amounts from employees' salaries. Neither does the Company have
obligations for post-employment or post-retirement benefits to its employees.

                                     F-4-60
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
(B.2) INCOME TAXES


    The provision for income taxes charged to income is as follows (all amounts
are expressed in thousands of historical Chilean pesos):


<TABLE>
<CAPTION>
                                                DECEMBER 31,
                            ----------------------------------------------------
                                 1997              1998               1999
                                 ----              ----               ----
<S>                         <C>              <C>                <C>
Charge for the year under
  Chilean GAAP............  ThCh $      --   ThCh $        --   ThCh $ 5,731,455
Reversal of valuation
  allowance...............              --                 --         (1,845,384)
Deferred tax income net...        (113,661)        (2,637,315)        (2,887,997)
                            --------------   ----------------   ----------------
Charge for the year under
  U.S. GAAP...............  ThCh $(113,661)  ThCh $(2,637,315)  ThCh $   998,074
                            ==============   ================   ================
</TABLE>

    Deferred tax assets (liabilities) are summarized as follows:

<TABLE>
<CAPTION>
                                                       DECEMBER 31,
                                            -----------------------------------
                                                  1998               1999
                                                  ----               ----
<S>                                         <C>                <C>
Property, plant and equipment.............  ThCh $  (556,782)  ThCh $(1,104,650)
Allowance for notes and accounts
  receivable..............................           393,334            842,168
Accrued vacations.........................            47,950             96,376
Deferred sale commissions.................          (337,979)          (342,278)
Other assets..............................            53,801            543,249
Capital leases............................          (102,165)          (102,613)
Tax loss carryforward.....................         5,377,164          7,831,068
Valuation allowance.......................        (1,845,384)                --
                                            ----------------   ----------------
Net deferred tax assets...................  ThCh $ 3,029,939   ThCh $ 7,763,320
                                            ================   ================
</TABLE>


    The U.S. GAAP provision for income taxes differs from the amount of income
tax determined by applying the 15% Chilean statutory income tax rate to U.S.
GAAP


                                     F-4-61
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)

pretax income as a result of the following differences (all amounts are
expressed in thousands of historical Chilean pesos):


<TABLE>
<CAPTION>
                                                  DECEMBER 31,
                              ----------------------------------------------------
                                   1997              1998               1999
                                   ----              ----               ----
<S>                           <C>              <C>                <C>
At statutory Chilean tax
  rate......................  ThCh $(167,573)  ThCh $(2,751,017)  ThCh $ 1,281,278
Increase (decrease) in rates
  resulting from:
  Reversal of valuation
    allowance...............              --                 --         (1,845,384)
  Tax loss carryforward.....              --                 --          1,774,375
  Nondeductible items.......          53,912            113,702           (212,195)
                              --------------   ----------------   ----------------

Effective tax...............  ThCh $(113,661)  ThCh $(2,637,315)  ThCh $   998,074
                              ==============   ================   ================
</TABLE>

(B.3) ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

    US GAAP require disclosure of the fair value of financial instruments owned
by the Company, other than investments in related companies that are accounted
for under the equity method of accounting. The estimated fair value of such
financial instruments approximates their carrying amount. The estimated fair
values are based on the following methods and assumptions:

    - TIME DEPOSITS

       The fair value of time deposits is estimated using interest rates
       currently offered for deposits of similar remaining maturities, which
       approximate the actual rates obtained by the Company.

    - MARKETABLE SECURITIES

       The fair value of investment in mutual funds is equivalent to carrying
       amount, which is based on the net asset value per unit.

    - CASH, NOTES AND ACCOUNTS RECEIVABLE AND PAYABLE

       The carrying amount of cash, notes and accounts receivable and payable is
       equivalent to fair value.

                                     F-4-62
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
    - LONG-TERM DEBT

       The fair value of the Company's long-term debt is estimated based on the
       current interest rates offered to the Company for loans of the same
       remaining maturities, which approximate the average rate currently paid
       by the Company.

    - SHORT-TERM DEBT

       Short-term debt has interest rates that vary with market conditions and
       accordingly, the carrying amount approximates fair value.

(B.4) LEASE COMMITMENTS

OPERATING LEASES

    The Company leases 60 of its branches and headquarter offices under rental
agreements for remaining terms of two to five years, substantially all of which
have options for renewal. Minimum future rentals are as follows:


<TABLE>
<CAPTION>
                                                     THCH $
                                                     ------
<S>                                                 <C>
2000..............................................  1,677,063
2001..............................................  1,682,094
2002..............................................  1,687,140
2003..............................................  1,692,260
2004..............................................  1,697,279
                                                    ---------

Total.............................................  8,435,836
                                                    =========
</TABLE>



    Rental expense was (expressed in historical Chilean pesos) ThCh$328,000 in
1997, ThCh$968,625 in 1998, and ThCh$1,632,045 in 1999, respectively.


(B.5) CONCENTRATIONS OF CREDIT RISK

    No single customer accounted for more than 5% of the Company's sales of the
years 1997 to 1999.

(B.6) IMPAIRMENT OF LONG-LIVED ASSETS AND ASSETS TO BE DISPOSED OF

    The Company periodically evaluates the carrying value of long-lived assets
to be held and used, including goodwill and other intangibles assets, when
events and

                                     F-4-63
<PAGE>
                 ENTEL TELEFONIA PERSONAL S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(RESTATED FOR GENERAL PRICE-LEVEL CHANGES AND EXPRESSED IN THOUSANDS OF CONSTANT
         CHILEAN PESOS (THCH $) OF JUNE 30, 2000, EXCEPT AS INDICATED)


NOTE 29-- DIFFERENCES BETWEEN CHILEAN AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)
circumstances warrant such a review. The Company evaluated its long-lived assets
using projected undiscounted future cash flows and determined that no material
impairment of those assets existed as of December 31, 1999, except for the
assets related to the sale of the licenses described in Notes 2 and 24.

(B.7) RECENT ACCOUNTING PRONOUNCEMENTS

    In determining US GAAP amounts, the Company has implemented all Statements
of Financial Accounting Standards that have been issued as of December 31, 1999
and are applicable to its operations.

                                *  *  *  *  *  *

                                     F-4-64
<PAGE>

                             Intentionally omitted


                                      F-5
<PAGE>

                             Intentionally omitted


                                      F-6
<PAGE>
                                  ABIATAR S.A.

                              FINANCIAL STATEMENTS

                           December 31, 1998 and 1999
                (With Report of Independent Accountants Thereon)

                                     F-7-1
<PAGE>
                                  ABIATAR S.A.

                         INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                           <C>
Report of Independent Accountants...........................    F-7-3

Balance Sheets at December 31, 1998 and 1999................    F-7-4

Statements of Income for the years ended December 31, 1997,
  1998 and 1999.............................................    F-7-6

Statements of Changes in Stockholders' Equity for the years
  ended December 31, 1997, 1998 and 1999....................    F-7-7

Statements of Cash Flows for the years ended December 31,
  1997, 1998 and 1999.......................................    F-7-9

Notes to the Financial Statements...........................   F-7-11
</TABLE>


                                     F-7-2
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Abiatar S.A.

    We have audited the accompanying balance sheets of Abiatar S.A. as of
December 31, 1998 and 1999, and the related statements of income, of cash flows
and of changes in stockholders' equity for each of the three years in the period
ended December 31, 1999, all expressed in United States dollars. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion the financial statements audited by us present fairly, in all
material respects, the financial position of Abiatar S.A. at December 31, 1998
and 1999, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States of America.

PRICEWATERHOUSECOOPERS

Montevideo, Uruguay
February 29, 2000

                                     F-7-3
<PAGE>
                                  ABIATAR S.A.

                                 BALANCE SHEETS

                         AT DECEMBER 31, 1998 AND 1999

               (IN US DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                         1998          1999
                                                         US $          US $
                                                         ----          ----
<S>                                                   <C>           <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 2.d and 3).........  $10,388,752   $ 2,208,785

Accounts receivable (Notes 2.e, 2.f and 4)..........   11,133,815    12,291,443

Prepaid expenses (Note 5)...........................      227,175     1,091,704

Other accounts receivable (Note 6)..................      717,984     1,052,320

Inventories (Notes 2.g and 7).......................    2,587,418     2,660,036
                                                      -----------   -----------

TOTAL CURRENT ASSETS................................   25,055,144    19,304,288
                                                      -----------   -----------
NON CURRENT ASSETS
Inventories (Notes 2.g and 7).......................       62,923       226,612

Property, plant and equipment (Notes 2.h and 8).....   37,991,640    51,056,185

Intangibles (Note 2.j)..............................            0        35,849
                                                      -----------   -----------

TOTAL NON CURRENT ASSETS............................   38,054,563    51,318,646
                                                      -----------   -----------

TOTAL ASSETS........................................  $63,109,707   $70,622,934
                                                      ===========   ===========
</TABLE>

     The accompanying notes are integral part of the financial statements.

                                     F-7-4
<PAGE>
                                  ABIATAR S.A.

                                 BALANCE SHEETS

                         AT DECEMBER 31, 1998 AND 1999

               (IN US DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                         1998          1999
                                                          US$           US$
                                                          ---           ---
<S>                                                   <C>           <C>
LIABILITIES
CURRENT LIABILITIES
Accounts payable--trade (Note 9)....................  $ 8,843,654   $ 9,123,491

Current financial liabilities (Note 10).............    2,520,119       155,705

Other liabilities (Note 11).........................    4,400,839     3,609,366
                                                      -----------   -----------
TOTAL CURRENT LIABILITIES...........................   15,764,612    12,888,562
                                                      -----------   -----------

NON CURRENT LIABILITIES
Customer guaranty deposits..........................      860,367       735,392

Non current financial liabilities (Note 10).........            0    10,000,000
                                                      -----------   -----------
TOTAL NON CURRENT LIABILITIES.......................      860,367    10,735,392
                                                      -----------   -----------
TOTAL LIABILITIES...................................   16,624,979    23,623,954
                                                      ===========   ===========

Commitments and Contingencies (Notes 19 and 20)

STOCKHOLDERS' EQUITY (NOTE 14)
Common Stock (200,000,000 shares authorized;
  120,000,000 shares issued at a stated value of
  Uruguayan pesos 1 each)...........................    6,697,361    13,546,090

Retained earnings
Appropriated to restricted reserves.................   10,773,588     7,225,746
Unnapropriated......................................   29,013,779    26,227,144
                                                      -----------   -----------
TOTAL STOCKHOLDERS' EQUITY..........................  $46,484,728   $46,998,980
                                                      ===========   ===========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..........  $63,109,707   $70,622,934
                                                      ===========   ===========
</TABLE>

     The accompanying notes are integral part of the financial statements.

                                     F-7-5
<PAGE>
                                  ABIATAR S.A.

                              STATEMENTS OF INCOME

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                                (IN US DOLLARS)

<TABLE>
<CAPTION>
                                            1997           1998           1999
                                            US $           US $           US $
                                            ----           ----           ----
<S>                                     <C>            <C>            <C>
Services and Equipment--Net Revenues
  (Note 15)...........................  $ 44,998,326   $ 59,106,955   $ 86,364,593
Cost of Services and Equipment
    Cost of services provided.........   (11,894,759)   (17,377,954)   (31,319,411)
    Cost of equipment sold............    (3,596,600)    (4,405,308)    (5,443,492)
                                        ------------   ------------   ------------
  GROSS MARGIN........................    29,506,967     37,323,693     49,601,690
OPERATING EXPENSES
Sales and Marketing expenses (Note
  16).................................    (5,131,647)    (6,827,329)   (11,124,339)
General and Administrative Expenses
  (Note 17)...........................    (7,933,692)    (9,348,297)   (10,661,701)
                                        ------------   ------------   ------------
Total Operating Expenses..............   (13,065,339)   (16,175,626)   (21,786,040)
                                        ------------   ------------   ------------
OPERATING INCOME......................    16,441,628     21,148,067     27,815,650

Other income and expenses, net (Note
  18).................................      (839,509)        57,190       (641,387)
                                        ------------   ------------   ------------
INCOME BEFORE INCOME TAX..............    15,602,119     21,205,257     27,174,263
Provision for income taxes (Notes 2.k
  and 12).............................    (4,628,774)    (6,044,846)    (6,660,011)
                                        ------------   ------------   ------------

NET INCOME............................  $ 10,973,345   $ 15,160,411   $ 20,514,252
                                        ============   ============   ============
</TABLE>

     The accompanying notes are integral part of the financial statements.

                                     F-7-6
<PAGE>
                                  ABIATAR S.A.

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                    (IN US DOLLARS EXCEPT NUMBER OF SHARES)

<TABLE>
<CAPTION>
                                                   NUMBER OF       COMMON       LEGAL
                                                     SHARES         STOCK      RESERVE
                                                     ------         -----      -------
<S>                                               <C>            <C>           <C>
Balances at December 31, 1996...................    40,000,000   $ 6,697,361   $390,279
Appropriations of retained earnings approved by
  the shareholders on May 23, 1997:
--To legal reserve..............................                                403,208
--To special purpose tax reserve................
Net income......................................
                                                  ------------   -----------   --------
Balances at December 31, 1997...................    40,000,000     6,697,361    793,487
Appropriations of retained earnings approved by
  the shareholders on July 3, 1998:
--To legal reserve..............................                                176,191
--To special purpose tax reserve................
Net income......................................
                                                  ------------   -----------   --------
Balances at December 31, 1998...................    40,000,000     6,697,361    969,678
Shares issued...................................    80,000,000     6,848,729
Appropriations of retained earnings approved by
  the shareholders on July 1, 1999:
--To special purpose tax reserve................
Dividends declared (US$0.167 per share).........
Net income......................................
                                                  ------------   -----------   --------
Balances at December 31, 1999...................   120,000,000   $13,546,090   $969,678
                                                  ============   ===========   ========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                     F-7-7
<PAGE>
                                  ABIATAR S.A.

           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                    (IN US DOLLARS EXCEPT NUMBER OF SHARES)

<TABLE>
<CAPTION>
                                           RETAINED EARNINGS
                                            SPECIAL PURPOSE
                                              TAX RESERVE      UNAPPROPRIATED      TOTAL
                                              -----------      --------------      -----
<S>                                        <C>                 <C>              <C>
Balances at December 31, 1996............     $ 2,571,098       $ 10,692,234    $ 20,350,972
Appropriations of retained earnings
  approved by the shareholders on
  May 23, 1997:
--To legal reserve.......................                           (403,208)              0
--To special purpose tax reserve.........       4,482,896         (4,482,896)              0
Net income...............................                         10,973,345      10,973,345
                                              -----------       ------------    ------------
Balances at December 31, 1997............       7,053,994         16,779,475      31,324,317
Appropriations of retained earnings
  approved by the shareholders on
  July 3, 1998:
--To legal reserve.......................                           (176,191)              0
--To special purpose tax reserve.........       2,749,916         (2,749,916)              0
Net income...............................                         15,160,411      15,160,411
                                              -----------       ------------    ------------
Balances at December 31, 1998............       9,803,910         29,013,779      46,484,728
Shares issued............................      (6,848,729)                                 0
Appropriations of retained earnings
  approved by the shareholders on
  July 1, 1999:
--To special purpose tax reserve.........       3,300,887         (3,300,887)              0
Dividends declared (US$0.167 per
  share).................................                        (20,000,000)    (20,000,000)
Net income...............................                         20,514,252      20,514,252
                                              -----------       ------------    ------------
Balances at December 31, 1999............     $ 6,256,068       $ 26,227,144    $ 46,998,980
                                              ===========       ============    ============
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                     F-7-8
<PAGE>
                                  ABIATAR S.A.

                            STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                                (IN US DOLLARS)

<TABLE>
<CAPTION>
                                                  1997           1998           1999
                                                  ----           ----           ----
<S>                                           <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income................................  $ 10,973,345   $ 15,160,411   $ 20,514,252
  Adjustments to reconcile net income to net
    cash provided by operating activities
    Depreciation and amortization...........     5,047,979      6,009,860      7,637,870
    Allowance for bad debts.................     1,631,928      1,894,466      1,584,418
    Gain on sale of property................       (12,613)             0              0
    Deferred income tax.....................       705,626       (393,517)      (309,238)
    Changes in operating assets and
      liabilities
      Increase in accounts receivable.......      (988,037)    (3,870,314)    (5,277,102)
      (Increase)/Decrease in other accounts
        receivable..........................    (1,096,571)      (658,428)     1,645,429
      Increase in inventories...............       (69,874)      (878,787)      (236,307)
      Increase in accounts payable..........     1,982,073      2,234,860        279,837
      Increase/(Decrease) in other
        liabilities.........................        50,920        (16,973)      (791,473)
      Increase/(Decrease) in customer
        guaranty deposits...................             0          3,627       (124,975)
      Increase/(Decrease) in financial
        liabilities.........................      (960,950)       (25,182)       135,586
                                              ------------   ------------   ------------
  NET CASH PROVIDED BY OPERATING
    ACTIVITIES..............................    17,263,826     19,460,023     25,058,297
CASH FLOWS USED IN INVESTING ACTIVITIES
  Purchases of property and equipment.......   (10,498,631)   (12,261,387)   (20,738,264)
  Proceeds from sale of property............        79,905              0              0
                                              ------------   ------------   ------------
  NET CASH USED IN INVESTING ACTIVITIES.....   (10,418,726)   (12,261,387)   (20,738,264)
CASH FLOWS USED IN FINANCIAL ACTIVITIES
  Repayment of short-term notes.............    (2,500,000)    (2,500,000)    (2,500,000)
  Proceeds from issuance of long-term
    notes...................................             0              0     10,000,000
  Dividends paid............................             0              0    (20,000,000)
                                              ------------   ------------   ------------
  NET CASH USED IN FINANCING ACTIVITIES.....    (2,500,000)    (2,500,000)   (12,500,000)
NET INCREASE/(DECREASE) OF CASH AND CASH
  EQUIVALENTS...............................     4,345,100      4,698,636     (8,179,967)
                                              ------------   ------------   ------------
CASH AND CASH EQUIVALENT AT BEGINNING OF
  YEAR......................................     1,345,016      5,690,116     10,388,752
                                              ------------   ------------   ------------
CASH AND CASH EQUIVALENTS AT THE END OF THE
  YEAR......................................  $  5,690,116   $ 10,388,752   $  2,208,785
                                              ============   ============   ============
</TABLE>

                                     F-7-9
<PAGE>
                                  ABIATAR S.A.

                      STATEMENTS OF CASH FLOWS (CONTINUED)

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                                (IN US DOLLARS)


<TABLE>
<CAPTION>
                                                  1997           1998           1999
                                                  ----           ----           ----
<S>                                           <C>            <C>            <C>
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
  Interest..................................       666,726        405,375        186,295
  Income taxes..............................     3,885,237      8,570,609      9,118,221
NON CASH TRANSACTIONS
  Purchase of Inventories and Property,
    plant and equipment through an increase
    in accounts payable.....................     1,066,445      1,568,101        981,671
  Increase of current financial liabilities
    through a decrease in non-current
    financial liabilities...................     2,888,749      2,704,376             --
</TABLE>


     The accompanying notes are integral part of the financial statements.

                                     F-7-10
<PAGE>
                                  ABIATAR S.A.

                       NOTES TO THE FINANCIAL STATEMENTS

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 1--THE COMPANY AND ITS OPERATIONS

    Abiatar S.A. (the Company) is a company incorporated in Uruguay as a public
company under Uruguayan legislation. The Company was awarded a contract to lease
a mobile cellular land telephone system by International Public Tender number
719 called for by the National Administration of Telecommunications (ANTEL), the
government owned telecommunications utility, on March 17, 1989. This
adjudication was formalized in a signed contract on December 12, 1990.

    ANTEL commissioned the Company for the construction, maintenance and
commercial operation of the system of cellular mobile telephony in the south
zone of the country.

    Originally, the term of the contract was 10 years, starting August 12, 1991
and expiring on August 12, 2001, allowing for two extensions of 5 years each at
the sole discretion of Antel. Through an amendment of the contract, signed on
April 4, 1995, Antel exercised its right to extend the term for the first
additional period of 5 years, moving the expiry date to August 12, 2006 and
agreed not to deny the second 5 years extension, unless Abiatar incurs in
serious default of its contractual obligations.

    The system came into service in November 1991. Presently, the service is
provided covering all the authorized area.

    Competition in the mobile cellular market started in September 1994 and the
competitor, Ancel (the cellular branch of ANTEL), is providing service in all
the areas of the country including the authorized area covered by the Company.

    During 1995, an amendment to the contract with Antel changed the billing
system from mobile party pays to calling party pays. Under this agreement, Antel
assumes responsibility for the collection and bad debt losses of all incoming
calls from land line network to Abiatar cellular network and Abiatar assumes
responsibility for the collection and bad debt losses of all Antel charges to
its customers.

    During 1996, the Company signed a national roaming agreement with Antel.
Through this agreement Abiatar customers can use Antel's facilities in the areas
where Abiatar is not providing service.

    In November 1998, an amendment to the contract with Antel was made in
connection with the introduction of prepaid cellular services.

    In September 1999, the Company started to operate as an ISP (Internet
Service Provider ).

                                     F-7-11
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  BASIS OF PRESENTATION

    The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America, which differ in
certain respects from the accounting principles applied by the Company in its
financial statements prepared in local currency and in accordance with Uruguayan
corporate law and for other statutory purposes in Uruguay. The U.S. dollar has
been used as the reporting currency.

B.  FOREIGN CURRENCY TRANSLATION

    The books and accounts of the Company are maintained in Uruguayan pesos. The
financial statements for Uruguayan corporate law and other statutory purposes
are prepared in local currency. Future dividends will be declared in local
currency in accordance with Uruguayan corporate law.

    The U.S. dollar has been used as the reporting currency as it is the
reporting currency of the financial statements of several of its shareholders.
The financial statements have been translated into United States dollars in
accordance with Statement of Financial Accounting Standards No 52, "Foreign
Currency Translations" (SFAS No 52).

    Up to December 31, 1998, the Company operated in a highly inflationary
economy and, as prescribed by SFAS No. 52, the United States dollar (reporting
currency) was used as the functional currency. Under such method non monetary
assets and liabilities and related expenses are translated into U.S. dollars at
historical exchange rates. All other income statement amounts are translated
using average exchange rates for the period. Monetary assets and liabilities are
translated at end-of-period exchange rates, and the resulting losses are
reported in income as "Translation loss" under "Other income and expenses, net".
Common stock, reserves and retained earnings are translated using historical
exchange rates.


    As from January 1, 1999, management considers that Uruguay's economy is no
longer considered hyperinflationary under SFAS No. 52. Management considers that
the United States dollar is the Company's functional currency and, therefore,
the accompanying financial statements were translated following the method
described above.


                                     F-7-12
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
C.  USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities and the reported amounts of
revenues and expenses during the reporting period. Estimates are used when
accounting for the allowance for bad debts, allowance for lower of cost or
market, depreciation and amortization, evaluation of the carrying value of
long-lived assets, income taxes and contingencies. Actual results could differ
from those estimates.

D.  CASH AND CASH EQUIVALENTS

    The Company considers all highly liquid temporary investments with an
original maturity of three months or less to be cash equivalents. Cash
equivalents are stated at cost, which approximates markets value. Interest
income on cash equivalents was US$ 612,390 in 1998 and US$ 203,689 in 1999.

E.  ACCOUNTS RECEIVABLE AND ALLOWANCE FOR BAD DEBTS

    Accounts receivable correspond to customer trade accounts in the normal
course of business.

    The allowance for bad debts is recorded against trade accounts receivable
based on the risk of uncollectibility as a reduction of the related receivable
balance. The allowance for such uncollectible accounts was US$ 2,614,402 at
December 31, 1998 and US$ 3,338,561 at December 31, 1999.

F.  OTHER CREDITS

    Other credits include credits billed to customers for Antel charges.

G.  INVENTORIES

    Inventories are stated at the lower of its acquisition cost or market value.
Cost is determined on the basis of weighted average method.

                                     F-7-13
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
H.  PROPERTY, PLANT AND EQUIPMENT

    These assets are stated at historical acquisition cost. Depreciation is
computed using the straight-line method starting in the month following purchase
or when the asset is put into service using the following annual rates:

<TABLE>
<S>                                                   <C>
Buildings...........................................   2.00%
Improvements to leasehold property--office..........  20.00%
Improvements to leasehold property--cell sites......  10.00%
Cell Site equipment.................................  14.28%
Tools and test equipment............................  20.00%
Telephones..........................................  33.33%
Furniture and fixtures..............................  10.00%
Data processing and office equipment................  20.00%
Vehicles............................................  20.00%
</TABLE>

I.  VALUATION OF LONG-LIVED ASSETS

    Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. For
assets that the Company intends to hold for use, if the total expected future
cash flow is less than the carrying amount of the assets, an impairment loss is
recognized for the difference between the fair value and carrying value of the
asset. For assets the Company intends to dispose of, a loss is recognized to
reduce the carrying value to the amount of its estimated fair value less selling
costs. As of December 31, 1998 and 1999, no impairment losses have been
recognized on long-lived assets.

J.  INTERNAL USE SOFTWARE

    Effective January 1, 1999, the Company adopted SOP 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use". This
standard requires the capitalization of costs of internal-use software which has
a useful life in excess of one year. Subsequent additions, modifications or
upgrades to internal use software are capitalized only to the extent that they
allow the software to perform a task it previously did not perform and if are
specified. Unspecified upgrades and enhancements and costs under agreements that
combine maintenance and unspecified upgrades and enhancements are expensed over
the estimated useful life of the software on a straight-line basis. Software
maintenance and training costs are

                                     F-7-14
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
expensed in the period in which they are incurred. Capitalized computer software
costs are amortized using the straight-line method over a period of 3 years.

K.  INCOME TAX

    Income tax is recorded following SFAS No 109, "Accounting for Income Taxes",
which applies a balance sheet approach to income tax accounting. In accordance
with the standard, the balance sheet reflects the anticipated tax impact of
future taxable income or deductions implicit in the balance sheet in the form of
temporary differences. These temporary differences reflect the difference
between the basis in assets and liabilities as measured in the financial
statements and as measured by tax law using enacted tax rates.

L.  REVENUE RECOGNITION

    Revenues are recognized when services are rendered or as products are
delivered to clients. Revenues derived from cellular airtime usage are
recognized monthly as services are provided. Revenue associated with the sale of
pre-paid calling cards is deferred and recognized as the airtime is utilized.

M.  MAINTENANCE AND REPAIRS

    The cost of maintenance and repairs of plant, including the cost of
replacing minor items not resulting in substantial betterments, is charged to
operating expense.

N.  ADVERTISING

    The Company expenses advertising costs as they are incurred. Advertising
costs incurred are shown in note 16.

O.  PENSION INFORMATION

    The Company does not maintain any pension plans. Uruguayan laws provide for
pension benefits to be paid to retired employees from government pension plans
and/ or privately managed funds plans to which employees may elect to
contribute. Employer contributions to such plans are expensed as incurred.

    The Company does not sponsor any employee stock ownership plans, or any
other kind of stock option plan.

                                     F-7-15
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
P.  CONCENTRATION OF CREDIT RISK AND FINANCIAL INSTRUMENTS

    The Company's business activity is basically with customers located in
Uruguay, and as such the Company is subject to the risk of the Uruguayan
economy. The industry can be affected by changes in the operation and
competition.

    Financial Instruments which potentially subject the Company to concentration
of credit risk, consist principally of cash and cash equivalents and accounts
receivable. The Company places its cash and cash equivalents with high credit
quality financial institutions located in Uruguay. Accounts receivable consist
of amounts receivable form a significant variety of customers acting in
different industries within Uruguay. The only customer that represents more than
10% of the balance at any given year-end is Antel. Consequently, the Company has
a significant geographic concentration of credit risk in Uruguay.

Q.  DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

    The carrying amounts reported in the balance sheet are reasonable
approximations of their fair values.

R.  COMPREHENSIVE INCOME

    Comprehensive income is defined as the change in equity of a company during
a period from transactions and other events and circumstances excluding
transactions resulting from investment by owners and distribution to owners. For
each of the three years ended December 31, 1999 the Company's comprehensive
income represented the Company's net income for the year and the Company had no
other elements of comprehensive income.

S.  RECENTLY ISSUED ACCOUNTING STANDARDS

    SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" as
amended is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000. SFAS 133 requires all derivative instruments to be recognized in
the financial statements as either assets or liabilities at their fair values.
Changes in fair value of derivative instruments are either recognized in income
or outside income as a component of other comprehensive income depending on
their designation and effectiveness as fair value hedges, cash flow hedges or
foreign currency hedges.

                                     F-7-16
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    We estimate no significant impact as the result of implementing SFAS No. 133
considering that up to December 31, 1999 the Company did not enter into any
derivative contract or hedging activity as defined by SFAS No. 133.

NOTE 3--CASH AND CASH EQUIVALENTS

    Composition:

<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                       ------------------------
                                          1998          1999
                                          ----          ----
<S>                                    <C>           <C>
Cash.................................  $    89,526   $  126,126
Bank accounts........................    1,058,571      832,659
Time deposits at banks...............    9,240,655    1,250,000
                                       -----------   ----------
                                       $10,388,752   $2,208,785
                                       ===========   ==========
</TABLE>

NOTE 4--ACCOUNTS RECEIVABLE

    Composition:

<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                      -------------------------
                                         1998          1999
                                         ----          ----
<S>                                   <C>           <C>
Accounts receivable trade...........  $10,643,566   $14,772,135
Less: Allowance for bad debts.......   (2,614,402)   (3,338,561)
Other credits.......................    3,142,020       765,173
Other credits--collections..........      422,643       264,434
Less: Allowance for bad debts.......     (460,012)     (171,738)
                                      -----------   -----------
                                      $11,133,815   $12,291,443
                                      ===========   ===========
</TABLE>

NOTE 5--PREPAID EXPENSES

    Composition:

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                          ---------------------
                                            1998        1999
                                            ----        ----
<S>                                       <C>        <C>
Prepaid expenses........................  $227,775   $1,009,945
Prepaid insurance premiums..............         0       81,759
                                          --------   ----------
                                          $227,175   $1,091,704
                                          ========   ==========
</TABLE>

                                     F-7-17
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 6--OTHER ACCOUNTS RECEIVABLE

    Composition:

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                          ---------------------
                                            1998        1999
                                            ----        ----
<S>                                       <C>        <C>
Advances to suppliers...................  $129,593   $  155,691
Affiliates..............................     9,500        8,500
Deferred tax assets.....................   578,891      888,129
                                          --------   ----------
                                          $717,984   $1,052,320
                                          ========   ==========
</TABLE>

NOTE 7--INVENTORIES

    Composition:

<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                        -----------------------
                                           1998         1999
                                           ----         ----
<S>                                     <C>          <C>
CURRENT
Imports in transit....................  $  299,706   $   13,887
Telephones............................   1,547,258    1,875,081
Accessories...........................     624,101      568,460
Spare parts...........................     109,479      142,310
Prepaid cards.........................       6,874       60,298
                                        ----------   ----------
                                        $2,587,418   $2,660,036
                                        ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                               DECEMBER 31,
                                            -------------------
                                              1998       1999
                                              ----       ----
<S>                                         <C>        <C>
NON-CURRENT
Telephones and accessories................  $62,923    $226,612
                                            -------    --------
                                            $62,923    $226,612
                                            =======    ========
</TABLE>

                                     F-7-18
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 8--PROPERTY, PLANT AND EQUIPMENT

    Composition:

<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1998
                                                ----------------------------------------
                                                   GROSS      DEPRECIATION       NET
                                                   -----      ------------       ---
<S>                                             <C>           <C>            <C>
Land and buildings............................  $ 1,055,721   $    (41,877)  $ 1,013,844
Improvements to leasehold property--office....      649,606       (227,872)      421,734
Improvements to leasehold property--
  cell sites..................................    2,570,615       (490,006)    2,080,609
Cell Site equipment...........................   40,060,980    (14,130,359)   25,930,621
Tools and test equipment......................      699,126       (340,712)      358,414
Telephones....................................      458,824       (320,046)      138,778
Furniture and fixtures........................      878,209       (224,532)      653,677
Data processing and office equipment..........    1,762,361       (764,794)      997,567
Vehicles......................................      193,024        (65,135)      127,889
Construction in progress......................    6,268,507                    6,268,507
                                                -----------   ------------   -----------
Total                                           $54,596,973   $(16,605,333)  $37,991,640
                                                ===========   ============   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1999
                                                ----------------------------------------
                                                   GROSS      DEPRECIATION       NET
                                                   -----      ------------       ---
<S>                                             <C>           <C>            <C>
Land and Buildings............................  $ 1,575,128   $    (56,897)  $ 1,518,231
Improvements to leasehold property--office....      894,992       (347,442)      547,550
Improvements to leasehold property--
  cell sites..................................    3,441,723       (786,737)    2,654,986
Cell Site equipment...........................   62,431,700    (20,548,326)   41,883,374
Tools and test equipment......................    1,046,298       (490,123)      556,175
Telephones....................................      637,100       (426,074)      211,026
Furniture and fixtures........................    1,100,878       (321,449)      779,429
Data processing and office equipment..........    2,915,663     (1,160,016)    1,755,647
Vehicles......................................      212,130       (103,714)      108,416
Construction in progress......................    1,041,351                    1,041,351
                                                -----------   ------------   -----------
                                                $75,296,963   $(24,240,778)  $51,056,185
                                                ===========   ============   ===========
</TABLE>

                                     F-7-19
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 9--ACCOUNTS PAYABLE--TRADE

    Composition:

<TABLE>
<CAPTION>
                                           1998         1999
                                           ----         ----
<S>                                     <C>          <C>
To suppliers..........................  $3,590,016   $3,629,418
To ANTEL..............................   3,442,404    3,227,162
Provision for expenses................   1,811,234    2,266,911
                                        ----------   ----------
                                        $8,843,654   $9,123,491
                                        ==========   ==========
</TABLE>

NOTE 10--FINANCIAL LIABILITIES

    In November 1996 Abiatar issued debentures for US$7,500,000. The term of the
issuance is 3 years with equal annual repayments. The interest rate is Libor
plus 2.30%. During 1997, 1998 and 1999 there were payments of US$2,500,000,
canceling the balance of this debt.

    In October 1999 Abiatar issued further debentures for US$10,000,000. The
term of the issuance is 5 years with repayments of 30% at the end of the 3rd
year, 30% at the end of the 4th year, and 40% at the end of the 5th year. The
interest rate is Libor plus 2.50%.

    As of December 31, 1998 and 1999 the breakdown of this caption was as
follows:

<TABLE>
<CAPTION>
                                          1998         1999
                                          ----         ----
<S>                                    <C>          <C>
CURRENT
Current portion of long term
  debt--Notes payable--Debentures....  $2,500,000   $         0
Interest payable on Debentures.......      20,119       155,705
                                       ----------   -----------
                                       $2,520,119   $   155,705
                                       ==========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                          1998         1999
                                          ----         ----
<S>                                    <C>          <C>
NON CURRENT
Long-term debt--Notes payable--
  Debentures.........................  $        0   $10,000,000
                                       ==========   ===========
                                       $        0   $10,000,000
                                       ==========   ===========
</TABLE>

                                     F-7-20
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 11--OTHER LIABILITIES

    Composition:

<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                        -----------------------
                                           1998         1999
                                           ----         ----
<S>                                     <C>          <C>
Salaries and wages....................  $  898,645   $1,044,954
Affiliates (Note 13)..................   1,782,659    1,718,783
Taxes payable.........................   1,504,192      605,850
Social security taxes.................     177,006      230,985
Other.................................      38,337        8,794
                                        ----------   ----------
                                        $4,400,839   $3,609,366
                                        ==========   ==========
</TABLE>

NOTE 12--TAXES

12.A.  SIGNIFICANT COMPONENTS OF THE DEFERRED TAX ASSETS (LIABILITIES) ARE SHOWN
       IN THE FOLLOWING TABLE:

<TABLE>
<CAPTION>
                                             AT DECEMBER 31,
                                        -------------------------
                                           1998          1999
                                           ----          ----
<S>                                     <C>           <C>
Allowance for bad debts..............   $ 1,621,897   $ 2,049,858
Provision for expenses...............       647,164       668,979
Deferred charges.....................        40,939        22,972
Fixed assets (difference in useful
  lives).............................       365,165       772,305
Expenses recorded as assets for tax
  purposes...........................      (350,518)     (412,432)
Difference in revenue recognition
  criteria...........................    (1,745,756)   (2,213,553)
                                        -----------   -----------
Total................................   $   578,891   $   888,129
                                        ===========   ===========
</TABLE>

    Management believes it is more likely than not that deferred income tax
assets will be realized based on current income tax laws and expectations of
future taxable income stemming from the reversal of existing deferred tax
liabilities or ordinary operations. Accordingly, no valuation allowance has been
established. Uncertainties surrounding income tax law changes and future
operation income levels may, however, affect the ultimate realization of all or
some of such deferred income tax assets.

                                     F-7-21
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 12--TAXES (CONTINUED)
12.B.  ANALYSIS OF INCOME TAX EXPENSE

    The components of income tax expense from continuing operations are
presented in the following table:

<TABLE>
<CAPTION>
                                   YEARS ENDED DECEMBER 31,
                             ------------------------------------
                                1997         1998         1999
                                ----         ----         ----
<S>                          <C>          <C>          <C>
Current....................  $3,923,148   $6,438,363   $6,969,249
Deferred (gain)/loss.......     705,626     (393,517)    (309,238)
                             ----------   ----------   ----------
Total income tax expense...  $4,628,774   $6,044,846   $6,660,011
                             ==========   ==========   ==========
</TABLE>

    At December 31, 1997 current income tax include a one-time gain of
US$513,507 resulting from a tax credit recognized after a specific authorization
received from the tax authority to modify the criteria for determination of
income tax payable.

12.C.  THE FOLLOWING TABLE SHOWS THE MAIN REASONS FOR THE DIFFERENCE BETWEEN THE
       EFFECTIVE INCOME TAX RATE AND THE STATUTORY INCOME TAX RATE:

<TABLE>
<CAPTION>
                                    YEARS ENDED DECEMBER 31,
                             --------------------------------------
                                1997         1998          1999
                                ----         ----          ----
<S>                          <C>          <C>           <C>
Income Tax at statutory
  rate (30.0%)............   $4,680,636   $ 6,361,577   $ 8,152,279
Deductions for financial
  reporting not allowed
  for tax purposes........      163,589       275,813       308,000
Fiscal exemptions.........     (892,674)   (1,355,323)   (1,934,451)
Differences in tax
  estimates...............       (3,873)      612,076       291,016
Effect of change in fiscal
  ruling of Abiatar
  S.A.....................      926,616             0             0
Other.....................     (245,520)      150,703      (156,833)
                             ----------   -----------   -----------
Income Tax at effective
  rate....................   $4,628,774   $ 6,044,846   $ 6,660,011
                             ==========   ===========   ===========
</TABLE>

NOTE 13--RELATED PARTY TRANSACTIONS

    The Company's shareholders include through direct or indirect ownership
Motorola Inc. and Bell South Inc. companies engaged in the telecommunications

                                     F-7-22
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 13--RELATED PARTY TRANSACTIONS (CONTINUED)
business, and also two local shareholder groups. The Company has transactions in
the normal course of business with Motorola Inc. and Bell South Inc. and its
respective subsidiaries and affiliated companies.

    Such transactions include inter-affiliates roaming services and the
acquisition of telephone and cellular equipment from Motorola Inc.

    Intercompany Balances as of December 31, are as follows:

<TABLE>
<CAPTION>
                                         RELATION            1998         1999
                                         --------            ----         ----
<S>                                <C>                    <C>          <C>
ASSETS
ACCOUNTS RECEIVABLE
ROAMING DEBTORS
Compania de Radiocomunicaciones
  Moviles S.A....................   Common Shareholder    $  804,164   $  632,915
Bellsouth Chile..................   Common Shareholder        81,281       20,217
                                                          ----------   ----------
                                                             885,445      653,132

OTHER ACCOUNTS RECEIVABLE
AFFILIATES
Bellsouth Inc....................          Shareholder         1,000            0
Compania de Radiocomunicaciones
  Moviles S.A....................   Common Shareholder         8,500        8,500
                                                          ----------   ----------
                                                               9,500        8,500
LIABILITIES
ACCOUNTS PAYABLE
ROAMING
Compania de Radiocomunicaciones
  Moviles S.A....................   Common Shareholder        87,337       85,000
Bellsouth Chile..................   Common Shareholder         5,385       24,201
                                                          ----------   ----------
                                                              92,722      109,201
SERVICES
Compania de Radiocomunicaciones
  Moviles S.A....................   Common Shareholder        52,474       68,796
OTHER LIABILITIES
AFFILIATES
Bellsouth Mobility...............          Shareholder        32,259            0
Bellsouth International..........          Shareholder        30,000      100,658
Motorola, Inc....................          Shareholder     1,720,400    1,618,125
                                                          ----------   ----------
                                                          $1,782,659   $1,718,783
                                                          ==========   ==========
</TABLE>

                                     F-7-23
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 13--RELATED PARTY TRANSACTIONS (CONTINUED)
    The following is a summary of the related party transactions ocurred during
each of the three years ended December 31, 1999:

<TABLE>
<CAPTION>
                                  RELATION            1997         1998         1999
                                  --------            ----         ----         ----
<S>                         <C>                    <C>          <C>          <C>
SERVICES AND EQUIPMENT NET
  REVENUES
ROAMING
Compania de
  Radiocomunicaciones
  Moviles S.A.............   Common Shareholder    $2,042,791   $2,366,902   $2,473,290
Bellsouth Chile...........   Common Shareholder        11,866       24,316       27,352

COST OF SERVICES:
ROAMING
BellSouth Mobility........          Shareholder        47,845       84,219       69,775
Compania de
  Radiocomunicaciones
  Moviles S.A.............   Common Shareholder       672,656      925,611      795,681
Bellsouth Chile...........   Common Shareholder         5,385            0       71,019

SERVICES:
BellSouth International...          Shareholder             0            0      137,370
Compania de
  Radiocomunicaciones
  Moviles S.A.............   Common Shareholder       109,500      758,172      599,432

IMPORTS:
Motorola, Inc.............          Shareholder
  Cellular Equipment......                          4,174,465    3,611,008    8,123,013
  Telephones and
    Accessories...........                         $2,092,337   $2,326,357   $3,201,862
</TABLE>

                                     F-7-24
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 14--RESTRICTIONS ON DIVIDEND DISTRIBUTION

A.  LEGAL RESERVE

    Under Uruguayan law, 5% of the annual profits reported in statutory
financial statements must be allocated to the legal reserve until this equals
20% of the issued capital. The reserve is not available for distribution.

    At December 31, 1999 the legal reserve in the statutory financial statements
prepared in local currency amounts to Uruguayan pesos 8,000,000 (1998: Uruguayan
pesos 8,000,000) and capital issued amounts to Uruguayan pesos 120,000,000
(1998: Uruguayan pesos 40,000,000).

B.  SPECIAL PURPOSE TAX RESERVE

    This reserve was created in accordance with Law No 15,903 Article 447 to
secure an income tax benefit related to investment in data processing and
communication equipment. The reserve is not available for distribution.

    At December 31, 1999 the special purpose tax reserve in the statutory
financial statements prepared in local currency amounts to Uruguayan pesos
45,716,268 (Uruguayan pesos 88,181,890 in 1998).

    The company computed an amount of Uruguayan pesos 180,979,276 of investments
made during the year 1999 (Uruguayan pesos 93,835,946 during 1998) in data
processing and communication equipment that qualifies for the benefit of
reducing income tax payable. Shareholders, when considering the statutory
financial statements in local currency as of and for the year ended
December 31, 1999 should transfer retained earnings for approximately Uruguayan
pesos 72,391,710 (Uruguayan pesos 37,534,378 for 1998) in order to use
the benefit.

C.  DIVIDEND PAYMENTS

    Law No 16,060 stipulates that dividend payments are limited to the profits
reported in the statutory financial statements expressed in Uruguayan pesos. As
of December 31, 1999, the retained earnings available for dividend distribution
were Uruguayan pesos 255,277,616.

                                     F-7-25
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 15--SERVICES AND EQUIPMENT NET REVENUES

    Composition:

<TABLE>
<CAPTION>
                                             1997          1998          1999
                                             ----          ----          ----
<S>                                       <C>           <C>           <C>
Cellular phones services................  $39,037,008   $50,011,379   $75,904,810
Roaming services revenue................    3,478,684     4,543,883     4,737,174
Sales of equipment......................    2,482,634     4,551,693     5,633,617
Internet access services................            0             0        88,992
                                          -----------   -----------   -----------
                                          $44,998,326   $59,106,955   $86,364,593
                                          ===========   ===========   ===========
</TABLE>

NOTE 16--SALES AND MARKETING EXPENSES

    Composition:

<TABLE>
<CAPTION>
                                             1997          1998           1999
                                             ----          ----           ----
<S>                                       <C>           <C>           <C>
Salaries and wages......................  $  (727,974)  $  (801,199)  $   (851,604)
Commission expenses.....................   (2,072,066)   (3,543,331)    (7,465,749)
Advertising and promotion...............   (2,331,607)   (2,482,799)    (2,806,986)
                                          -----------   -----------   ------------
                                          $(5,131,647)  $(6,827,329)  $(11,124,339)
                                          ===========   ===========   ============
</TABLE>

NOTE 17--GENERAL AND ADMINISTRATIVE EXPENSES

    Composition:

<TABLE>
<CAPTION>
                                             1997          1998           1999
                                             ----          ----           ----
<S>                                       <C>           <C>           <C>
Salaries and wages......................  $(1,374,590)  $(1,733,897)  $ (2,349,272)
Performance bond........................      (11,308)      (11,308)       (11,308)
Professional services...................     (151,680)     (215,116)      (238,237)
Building and office expenses............     (315,825)     (561,456)      (896,377)
Other general and administrative........   (2,849,294)   (3,621,350)    (3,634,517)
Billing and collection..................   (2,638,543)   (2,891,414)    (2,794,746)
Depreciation............................     (592,452)     (313,756)      (737,244)
                                          -----------   -----------   ------------
                                          $(7,933,692)  $(9,348,297)  $(10,661,701)
                                          ===========   ===========   ============
</TABLE>

                                     F-7-26
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 18--OTHER INCOME AND EXPENSES, NET

    Composition:

<TABLE>
<CAPTION>
                                  1997        1998        1999
                                  ----        ----        ----
<S>                             <C>         <C>         <C>
Interest expense..............  $(659,344)  $(382,521)  $(532,020)
Interest income...............    223,661     612,390     203,689
Translation loss..............   (570,966)   (419,175)   (490,196)
Other income..................    173,816     248,084     178,092
Other expenses................     (6,676)     (1,588)       (952)
                                ---------   ---------   ---------
                                $(839,509)  $  57,190   $(641,387)
                                =========   =========   =========
</TABLE>

NOTE 19--COMMITMENTS AND CONTINGENCIES

A.  LEASES

    The Company has entered into operating leases as a lessor of facilities used
in operations including office space and cell site space. The following table
summarizes the approximate future minimum rentals under non-cancelable operating
leases in effect at December 31, 1999:

<TABLE>
<CAPTION>
YEAR                                                  US $
----                                                  ----
<S>                                                 <C>
2000..............................................    651,449
2001..............................................    500,260
2002..............................................    369,930
2003..............................................    246,380
2004..............................................    181,780
Thereafter........................................    390,180
                                                    ---------
Total minimum leases payments.....................  2,339,979
                                                    =========
</TABLE>

    Lease expense amounted to US$1,107,062 for the year ended December 31, 1999
(US$736,119 for 1998).

B.  CONSTRUCTION AND PURCHASE COMMITMENTS

    There are no construction or purchase commitments as of December 31, 1998.
During 1999, the Company signed a contract with Motorola Inc. for the purchase
of digital network equipment for a net amount of US$12,444,740.

                                     F-7-27
<PAGE>
                                  ABIATAR S.A.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

          FOR THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1999

                                (IN US DOLLARS)

NOTE 19--COMMITMENTS AND CONTINGENCIES (CONTINUED)
C.  LEGAL ACTIONS

    The Company is subject to legal proceedings arising in the ordinary course
of business. Although the final outcome of these actions cannot be predicted, no
provision has been recognized in the financial statements as the company
believes that any financial impact would not be material.

NOTE 20--GUARANTEES

    In order to guarantee the agreement with ANTEL, the Company is obliged to
provide a performance bond in favor of ANTEL for an amount of US$1,750,000.

    The Company contracted with the NationsBank N.A. South a Letter of Credit in
favor of ANTEL for that amount.

NOTE 21--SEGMENT INFORMATION

    The Company provides different type of services: cellular and Internet
services that may be grouped in two operating segments. However, cellular is the
only reportable segment exceeding the quantitative reporting thresholds
established by SFAS No. 131 ("Disclosures about segments of an entreprise and
related information"). Accordingly no segment information is provided in these
financial statements. The Company started providing Internet access services by
the end of 1999.

                                     F-7-28
<PAGE>
                                   PELEPHONE
                              COMMUNICATIONS LTD.

                           December 31, 1998 and 1999
                  (With Independent Auditors' Report Thereon)

                                     F-8-1
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.
                  FINANCIAL STATEMENTS AS AT DECEMBER 31, 1999
                                    CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                           <C>
Independent Auditors' Report................................    F-8-3
Balance Sheets of the Company...............................    F-8-4
Statements of Income--Consolidated and of the Company.......    F-8-6
Statement of Shareholders' Equity...........................    F-8-8
Statements of Cash Flows--Consolidated and of the Company...    F-8-9
Notes to the Financial Statements...........................   F-8-14
</TABLE>


                                     F-8-2
<PAGE>
     AUDITORS' REPORT TO THE SHAREHOLDERS OF PELEPHONE COMMUNICATIONS LTD.

    We have audited the accompanying balance sheets of Pelephone
Communications Ltd. (the Company) as at December 31, 1998 and 1999, and the
related statements of income, shareholders' equity, and cash flows of the
Company, for each of the three years, the last of which ended December 31, 1999
as well as the consolidated statements of income, shareholders' equity and cash
flows for each of the two years, the last of which ended December 31, 1998.
These financial statements are the responsibility of the Company's Board of
Directors and of its Management. Our responsibility is to express an opinion on
these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards, including standards prescribed by the Auditors Regulations (Manner of
Auditor's Performance) 1973. Such auditing standards are substantially identical
to generally accepted auditing standards in the United States. These standards
require that we plan and perform the audit to obtain reasonable assurance that
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the Board of Directors and by
Management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, based on our audits the financial statements referred to
above present fairly, in all material respects, the financial position of the
Company as at December 31, 1998 and 1999 and the results of operations, the
changes in the shareholders' equity and the cash flows of the Company for each
of the three years, the last of which ended December 31, 1999, as well as the
consolidated results of operations, changes in shareholders' equity and cash
flows for each of the two years, the last of which ended December 31, 1998, in
conformity with generally accepted accounting principles in Israel
(Israeli GAAP). As applied to these financial statements, Israeli GAAP are
identical with US GAAP in all material respects except as otherwise described in
Note 26 to the financial statements.

    As explained in Note 2D, the above mentioned financial statements are stated
in values adjusted for the changes in the general purchasing power of the
Israeli currency, in accordance with opinions of the Institute of Certified
Public Accountants in Israel.

                                           Somekh Chaikin
                                           Certified Public Accountants (Isr.)
                                           (A member firm of KPMG International)


Tel-Aviv, Israel
March 14, 2000 except as to
Note 23 which is as of
September 13, 2000


                                     F-8-3
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                        BALANCE SHEETS AS AT DECEMBER 31

                       (IN TERMS OF NIS OF DECEMBER 1999)

<TABLE>
<CAPTION>
                                                                          COMPANY
                                                            -----------------------------------
                                                                                    CONVENIENCE
                                                                                    TRANSLATION
                                                                                     (NOTE 2F)
                                                                                    -----------
                                                   NOTE       1998        1999         1999
                                                   ----       ----        ----         ----
                                                               NIS         NIS      (UNAUDITED)
                                                             (000S)      (000S)        US $
                                                                                      (000S)
<S>                                              <C>        <C>         <C>         <C>
ASSETS                                               24
Current assets
Cash and cash equivalents......................       3        40,202       4,832       1,163
Trade receivables, net.........................    2H,4       398,902     471,360     113,499
Interested party...............................      22       100,292      95,305      22,948
Other receivables..............................       5        60,025     153,173      36,883
Inventory......................................      2I        97,558     206,079      49,623
                                                            ---------   ---------     -------
TOTAL CURRENT ASSETS...........................               696,979     930,749     224,116
                                                            ---------   ---------     -------
LONG-TERM TRADE RECEIVABLES, NET...............       6        18,015      11,352       2,733
                                                            ---------   ---------     -------
SEVERANCE PAY FUNDINGS, NET....................      14            --       3,482         838
                                                            ---------   ---------     -------
PROPERTY AND EQUIPMENT, NET....................    2J,7     2,355,686   2,512,688     605,029
                                                            ---------   ---------     -------
OTHER ASSETS, NET..............................    2K,8            --     459,494     110,641
                                                            ---------   ---------     -------
TOTAL ASSETS...................................             3,070,680   3,917,765     943,357
                                                            =========   =========     =======
</TABLE>

                                     F-8-4
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                        BALANCE SHEETS AS AT DECEMBER 31

                       (IN TERMS OF NIS OF DECEMBER 1999)

<TABLE>
<CAPTION>
                                                                       COMPANY
                                                         -----------------------------------
                                                                                 CONVENIENCE
                                                                                 TRANSLATION
                                                                                  (NOTE 2F)
                                                                                 -----------
                                               NOTE        1998        1999         1999
                                               ----        ----        ----         ----
                                                            NIS         NIS      (UNAUDITED)
                                                          (000S)      (000S)        US $
                                                                                   (000S)
<S>                                          <C>         <C>         <C>         <C>
LIABILITIES AND SHAREHOLDERS' EQUITY               24
CURRENT LIABILITIES
Short-term bank credit.....................         9       94,834     678,077     163,274
Trade payables.............................        10       50,912     144,667      34,834
Taxes and other statutory payments.........     16A(1)     109,137     102,043      24,571
Liabilities to interested and related
  parties..................................    11, 22      199,456     142,696      34,360
Other payables.............................        12      133,162     118,730      28,589
                                                         ---------   ---------     -------
                                                           587,501   1,186,213     285,628
                                                         ---------   ---------     -------
PROVISION FOR LOSSES OF AN INVESTEE
  COMPANY..................................        2L           --       3,978         958
                                                         ---------   ---------     -------
LONG-TERM LIABILITIES
Long-term bank credit......................        13      564,401     735,390     177,074
Liability in respect of employee severance
  benefits, net............................        14          607          --          --
Deferred taxes.............................   2M; 15B        4,188      38,726       9,325
                                                         ---------   ---------     -------
                                                           569,196     774,116     186,399
                                                         ---------   ---------     -------
CONTINGENT LIABILITIES, COMMITMENTS AND
  LIENS....................................        16
TOTAL LIABILITIES..........................              1,156,697   1,964,307     472,985
                                                         ---------   ---------     -------
SHAREHOLDERS' EQUITY.......................              1,913,983   1,953,458     470,372
                                                         ---------   ---------     -------
TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY...................................              3,070,680   3,917,765     943,357
                                                         =========   =========     =======
</TABLE>

          The notes are an integral part of the financial statements.

                                     F-8-5
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

              STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31

                       (IN TERMS OF NIS OF DECEMBER 1999)


<TABLE>
<CAPTION>
                                                                           *CONSOLIDATED
                                                                       ---------------------
                                                              NOTE       1997        1998
                                                              ----       ----        ----
                                                                          NIS         NIS
                                                                        (000S)      (000S)
<S>                                                         <C>        <C>         <C>
Income from cellular phone services, sales and other
  services................................................      2N     2,637,089   3,011,278
Cost of cellular phone services, sales and other
  services................................................      17     1,882,373   2,176,838
                                                                       ---------   ---------
Gross profit..............................................               754,716     834,440
                                                                       ---------   ---------
Selling and marketing expenses............................      18       198,379     230,465
General and administrative expenses.......................      19       138,929     161,577
                                                                       ---------   ---------
                                                                         337,308     392,042
OPERATING PROFIT..........................................               417,408     442,398
Financing expenses, net...................................      20        35,168      29,541
Other expenses (income)...................................                   593       5,156
                                                                       ---------   ---------
PROFIT BEFORE INCOME TAX..................................               381,647     407,701
Income tax................................................      15       142,863     157,816
                                                                       ---------   ---------
PROFIT BEFORE COMPANY'S EQUITY IN LOSSES OF INVESTEE
  COMPANIES...............................................               238,784     249,885
Company's equity in losses of investee companies..........                    --          --
                                                                       ---------   ---------
NET EARNINGS..............................................               238,784     249,885
                                                                       =========   =========
                                                                             NIS         NIS
                                                                       ---------   ---------
BASIC AND DILUTED EARNINGS PER NIS 1 PAR VALUE OF SHARE
  CAPITAL (302,460,000 ORDINARY SHARES)...................   2o;21         0.789       0.826
                                                                       =========   =========
</TABLE>


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


*   See Note 1B.


                                     F-8-6
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

        STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31 (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)


<TABLE>
<CAPTION>
                                                                                 COMPANY
                                                                               -----------
                                                                               CONVENIENCE
                                                                               TRANSLATION
                                                        COMPANY                 (NOTE 2F)
                                           ---------------------------------   -----------
                                             1997        1998        1999         1999         NOTE
                                             ----        ----        ----         ----         ----
                                              NIS         NIS         NIS      (UNAUDITED)
                                            (000S)      (000S)      (000S)        US $
                                                                                 (000S)
<S>                                        <C>         <C>         <C>         <C>           <C>
Income from cellular phone services,
  sales and other services...............  2,637,089   3,011,278   2,975,126     716,380          2N
Cost of cellular phone services, sales
  and other services.....................  1,882,373   2,176,838   2,367,043     569,960          17
                                           ---------   ---------   ---------     -------
Gross profit.............................    754,716     834,440     608,083     146,420
                                           ---------   ---------   ---------     -------
Selling and marketing expenses...........    198,249     229,918     280,398      67,517          18
General and administrative expenses......    138,454     160,951     183,677      44,228          19
                                           ---------   ---------   ---------     -------
                                             336,703     390,869     464,075     111,745
OPERATING PROFIT.........................    418,013     443,571     144,008      34,675
Financing expenses, net..................     35,171      29,586      65,745      15,830          20
Other expenses (income)..................        593       5,156        (521)       (125)
                                           ---------   ---------   ---------     -------
PROFIT BEFORE INCOME TAX.................    382,249     408,829      78,784      18,970
Income tax...............................    142,863     157,816      35,331       8,507          15
                                           ---------   ---------   ---------     -------
PROFIT BEFORE COMPANY'S EQUITY IN LOSSES
  OF INVESTEE COMPANIES..................    239,386     251,013      43,453      10,463
Company's equity in losses of investee
  companies..............................        602       1,128       3,978         958
                                           ---------   ---------   ---------     -------
NET EARNINGS.............................    238,784     249,885      39,475       9,505
                                           =========   =========   =========     =======
                                                 NIS         NIS         NIS         NIS
                                           ---------   ---------   ---------     -------
BASIC AND DILUTED EARNINGS PER NIS 1 PAR
  VALUE OF SHARE CAPITAL (302,460,000
  ORDINARY SHARES).......................      0.789       0.826       0.131       0.031      2O, 21
                                           =========   =========   =========     =======
</TABLE>


          The notes are an integral part of the financial statements.

                                     F-8-7
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                       STATEMENT OF SHAREHOLDERS' EQUITY

                       (IN TERMS OF NIS OF DECEMBER 1999)

<TABLE>
<CAPTION>
                                                  SHARE      SHARE     RETAINED
                                                 CAPITAL    PREMIUM    EARNINGS      TOTAL
                                                 -------    -------    --------      -----
                                                   NIS        NIS         NIS         NIS
                                                  (000S)     (000S)     (000S)      (000S)
<S>                                              <C>        <C>        <C>         <C>
BALANCE AT JANUARY 1, 1997.....................  484,130    129,544      808,848   1,422,522
Changes during 1997:
Net earnings...................................                          238,784     238,784
Inflationary erosion of dividend declared in
  prior year...................................                            2,792       2,792
                                                 -------    -------    ---------   ---------
BALANCE AT DECEMBER 31, 1997...................  484,130    129,544    1,050,424   1,664,098
Changes during 1998:
Net earnings...................................                          249,885     249,885
                                                 -------    -------    ---------   ---------
BALANCE AT DECEMBER 31, 1998...................  484,130    129,544    1,300,309   1,913,983
Changes during 1999:
Net earnings...................................                           39,475      39,475
                                                 -------    -------    ---------   ---------
Balance at December 31, 1999...................  484,130    129,544    1,339,784   1,953,458
                                                 =======    =======    =========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                     CONVENIENCE TRANSLATION (NOTE 2F)
                                           -----------------------------------------------------
                                              SHARE         SHARE       RETAINED
                                             CAPITAL       PREMIUM      EARNINGS        TOTAL
                                             -------       -------      --------        -----
                                           (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
                                              US $          US $          US $          US $
                                             (000S)        (000S)        (000S)        (000S)
<S>                                        <C>           <C>           <C>           <C>
BALANCE AT JANUARY 1, 1999...............    116,574        31,193       313,100       460,867
Changes during 1999:
Net earnings.............................                                  9,505         9,505
                                             -------        ------       -------       -------
BALANCE AT DECEMBER 31, 1999.............    116,574        31,193       322,605       470,372
                                             =======        ======       =======       =======
</TABLE>

          The notes are an integral part of the financial statements.

                                     F-8-8
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.
            STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31
                       (IN TERMS OF NIS OF DECEMBER 1999)

<TABLE>
<CAPTION>
                                                                                                                 COMPANY
                                                                                                               -----------
                                                                                                               CONVENIENCE
                                                                                                               TRANSLATION
                                                     *CONSOLIDATED                     COMPANY                  (NOTE 2F)
                                                -----------------------   ----------------------------------   -----------
                                                   1997         1998        1997        1998         1999         1999
                                                   ----         ----        ----        ----         ----         ----
                                                   NIS          NIS         NIS         NIS          NIS       (UNAUDITED)
                                                  (000S)       (000S)      (000S)      (000S)       (000S)        US $
                                                                                                                 (000S)
<S>                                             <C>          <C>          <C>        <C>          <C>          <C>
CASH FLOWS GENERATED BY OPERATING ACTIVITIES:
Net earnings..................................     238,784      249,885    238,784      249,885       39,475       9,505
Adjustments to reconcile net income to net
  cash flows generated by operating
  activities (A)..............................     427,725      648,812    427,863      649,936      568,178     136,811
                                                ----------   ----------   --------   ----------   ----------    --------
Net cash inflow generated by operating
  activities..................................     666,509      898,697    666,647      899,821      607,653     146,316
                                                ----------   ----------   --------   ----------   ----------    --------
CASH FLOWS GENERATED BY INVESTING ACTIVITIES:
Purchase of property and equipment............    (687,774)  (1,059,166)  (687,034)  (1,058,869)    (844,403)   (203,323)
Proceeds from sale of property and
  equipment...................................       5,507        1,931      5,507        1,931        5,006       1,205
Purchase of a jointly controlled company......          --           --        (81)          --           --          --
Loan to a jointly controlled company..........          --       (1,314)    (1,875)      (3,979)          --          --
Sale of investment in a jointly controlled
  company (C).................................          --         (122)        --           80           --          --
Capitalized software development costs........        (723)      (1,397)        --           --           --          --
Investment in other assets....................          --           --         --           --     (560,331)   (134,922)
                                                ----------   ----------   --------   ----------   ----------    --------
Net cash outflow used for investing
  activities..................................    (682,990)  (1,060,068)  (683,483)  (1,060,837)  (1,399,728)   (337,040)
                                                ----------   ----------   --------   ----------   ----------    --------
</TABLE>

                                     F-8-9
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.
      STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31 (CONTINUED)
                       (IN TERMS OF NIS OF DECEMBER 1999)

<TABLE>
<CAPTION>
                                                                                                                 COMPANY
                                                                                                               -----------
                                                                                                               CONVENIENCE
                                                                                                               TRANSLATION
                                                     *CONSOLIDATED                     COMPANY                  (NOTE 2F)
                                                -----------------------   ----------------------------------   -----------
                                                   1997         1998        1997        1998         1999         1999
                                                   ----         ----        ----        ----         ----         ----
                                                   NIS          NIS         NIS         NIS          NIS       (UNAUDITED)
                                                  (000S)       (000S)      (000S)      (000S)       (000S)        US $
                                                                                                                 (000S)
<S>                                             <C>          <C>          <C>        <C>          <C>          <C>
CASH FLOWS GENERATED BY FINANCING ACTIVITIES:
Dividend paid.................................     (91,740)          --    (91,740)          --           --          --
Receipt of long-term loans and other
  liabilities.................................     255,250      229,096    255,250      229,096      316,257      76,151
Repayment of long-term loans and other
  liabilities.................................     (74,526)    (141,551)   (74,526)    (141,551)    (101,564)    (24,456)
Short-term bank credit, net...................          --           --         --           --      542,012     130,512
                                                ----------   ----------   --------   ----------   ----------    --------
Net cash inflow generated by financing
  activities..................................      88,984       87,545     88,984       87,545      756,705     182,207
                                                ----------   ----------   --------   ----------   ----------    --------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS.................................      72,503      (73,826)    72,148      (73,471)     (35,370)     (8,517)
Cash and cash equivalents at beginning of
  year........................................      41,525      114,028     41,525      113,673       40,202       9,680
                                                ----------   ----------   --------   ----------   ----------    --------
CASH AND CASH EQUIVALENTS AT END OF YEAR......     114,028       40,202    113,673       40,202        4,832       1,163
                                                ==========   ==========   ========   ==========   ==========    ========
</TABLE>

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

*   See Note 1B.

          The notes are an integral part of the financial statements.

                                     F-8-10
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.
      STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31 (CONTINUED)
                       (IN TERMS OF NIS OF DECEMBER 1999)

<TABLE>
<CAPTION>
                                                                                                               COMPANY
                                                                                                             -----------
                                                                                                             CONVENIENCE
                                                                                                             TRANSLATION
                                                         *CONSOLIDATED                 COMPANY                (NOTE 2F)
                                                      -------------------   ------------------------------   -----------
                                                        1997       1998       1997       1998       1999        1999
                                                        ----       ----       ----       ----       ----        ----
                                                        NIS        NIS        NIS        NIS        NIS      (UNAUDITED)
                                                       (000S)     (000S)     (000S)     (000S)     (000S)       US $
                                                                                                               (000S)
<S>                                                   <C>        <C>        <C>        <C>        <C>        <C>
A. ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
  FLOWS GENERATED BY OPERATING ACTIVITIES
Income and expenses not involving cash flows:
Depreciation and amortization.......................   619,478    694,618    619,465    694,581    854,723     205,809
Deferred taxes, net.................................   (27,670)   (20,192)   (27,670)   (20,192)    25,820       6,217
(Decrease) increase in excess of liability for
  severance benefits over related fundings..........       670       (806)       670       (806)    (4,089)       (985)
Capital losses......................................       593        706        593        706        304          73
Erosion of long-term loans..........................     6,999     22,685      6,999     22,685     (2,473)       (595)
Company's equity in losses of investee companies....        --         --        602      1,128      3,978         958
Inflationary erosion of loan to a jointly controlled
  company...........................................        --       (312)       (13)      (312)        --          --
Gain on sale of investment in a jointly controlled
  company...........................................        --     (1,731)        --     (1,731)        --          --
Allowance for a capital loss in respect of a loan
  write-off.........................................        --      6,181         --      6,181         --          --
                                                      --------   --------   --------   --------   --------     -------
                                                       600,070    701,149    600,646    702,240    878,263     211,477
                                                      --------   --------   --------   --------   --------     -------
</TABLE>

                                     F-8-11
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.
      STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31 (CONTINUED)
                       (IN TERMS OF NIS OF DECEMBER 1999)

<TABLE>
<CAPTION>
                                                                                                               COMPANY
                                                                                                             -----------
                                                                                                             CONVENIENCE
                                                                                                             TRANSLATION
                                                         *CONSOLIDATED                 COMPANY                (NOTE 2F)
                                                      -------------------   ------------------------------   -----------
                                                        1997       1998       1997       1998       1999        1999
                                                        ----       ----       ----       ----       ----        ----
                                                        NIS        NIS        NIS        NIS        NIS      (UNAUDITED)
                                                       (000S)     (000S)     (000S)     (000S)     (000S)       US $
                                                                                                               (000S)
<S>                                                   <C>        <C>        <C>        <C>        <C>        <C>
Changes in assets and liability items:
Increase in trade receivables.......................   (82,249)   (71,515)   (82,249)   (71,515)   (65,795)    (15,843)
Decrease (increase) in other receivables including
  interested party..................................   (21,925)    11,284    (22,027)    11,620    (79,443)    (19,129)
Decrease (increase) in inventory....................    10,677   (121,340)    10,677   (121,340)  (166,055)    (39,984)
Increase (decrease) in trade payables including
  interested and related parties....................   (99,825)    84,533    (99,943)    84,359     22,734       5,473
Increase (decrease) in other payables...............    20,977     44,701     20,759     44,572    (21,526)     (5,183)
                                                      --------   --------   --------   --------   --------    --------
                                                      (172,345)   (52,337)  (172,783)   (52,304)  (310,085)    (74,666)
                                                      --------   --------   --------   --------   --------    --------
                                                       427,725    648,812    427,863    649,936    568,178     136,811
                                                      ========   ========   ========   ========   ========    ========
</TABLE>

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

*   See Note 1B.

          The notes are an integral part of the financial statements.

                                     F-8-12
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.
      STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31 (CONTINUED)
                       (IN TERMS OF NIS OF DECEMBER 1999)

<TABLE>
<CAPTION>
                                                                                                                 COMPANY
                                                                                                               -----------
                                                                                                               CONVENIENCE
                                                                                                               TRANSLATION
                                                     *CONSOLIDATED                     COMPANY                  (NOTE 2F)
                                                -----------------------   ----------------------------------   -----------
                                                   1997         1998        1997        1998         1999         1999
                                                   ----         ----        ----        ----         ----         ----
                                                   NIS          NIS         NIS         NIS          NIS       (UNAUDITED)
                                                  (000S)       (000S)      (000S)      (000S)       (000S)        US $
                                                                                                                 (000S)
<S>                                             <C>          <C>          <C>        <C>          <C>          <C>
B. NON-CASH TRANSACTIONS
Purchase of property and equipment on
  suppliers credit............................     116,095      100,807    116,095      100,807      115,068      27,707
                                                ==========   ==========   ========   ==========   ==========    ========
C. WITHDRAWAL FROM CONSOLIDATION--PROCEEDS
  FROM SALE OF INVESTMENT IN A PROPORTIONATELY
  CONSOLIDATED COMPANY
Working capital (excluding cash)..............                     (411)
Property and equipment........................                      873
Capitalized software development costs........                    2,233
Short-term loan to company that withdrew from
  the consolidation...........................                   (4,548)
Capital gain from sale of the investment......                    1,731
                                                             ----------
                                                                   (122)
                                                             ==========
</TABLE>

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

*   See Note 1B.

          The notes are an integral part of the financial statements.

                                     F-8-13
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                       NOTES TO THE FINANCIAL STATEMENTS

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 1--GENERAL

    A.  Pelephone Communications Ltd. (hereinafter--"the Company") is owned by
Motorola Israel Ltd. (hereinafter--"Motorola") and Bezeq--The Israel
Telecommunication Corp. Ltd. (hereinafter--"Bezeq"), each having a 50% interest
in the Company.

    The Company operates mobile cellular telephone services, markets cellular
telephone equipment, and installs, operates and maintains equipment and systems
in the cellular communications field.

    The Company operates under an operating license for mobile radio--telephone
services (hereinafter--"the MRTS license"). The license in its updated form was
received on February 7, 1996 and is valid for 10 years commencing January 1,
1994, with an option for extension for an additional period of 6 years ("the
additional period") and for renewal of the license for one or more additional
periods of 6 years each, over and above the period of the license or the
additional period.

    B.  In 1997, the Company invested in T.C.S.--Telcom Solutions Ltd.
(hereinafter "T.C.S"), a jointly controlled company. The Company held 50% of the
equity and control therein. T.C.S. engages in the development, marketing and
selling of management computer program systems. The Company sold its investment
in T.C.S. during 1998.

    C.  In the current year the Company entered into an agreement providing for
the establishment of a company called Safe Com--Car Communication Ltd.
(hereinafter--"Safe Car"). Safe Car purchased assets and rights from a court
appointed trustee under a rehabilitation program of Mobitel Ltd., at a price of
NIS 8.5 million.

    Safe Car's main activity is the tracing and locating of missing vehicles.

    The Company holds 51% of the shares of Safe Car. The financial statements of
Safe Car were not consolidated since the Company has neither control nor joint
control thereof. According to the agreement for the establishment of Safe Car,
important decisions have to be approved by a 75% majority. The Company treated
this investment in its financial statements according to the equity method (see
Note 2 L).

                                     F-8-14
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 2--REPORTING PRINCIPLES AND ACCOUNTING POLICIES

A.  DEFINITIONS

1.  PROPORTIONALLY CONSOLIDATED COMPANIES--companies whose financial statements
    are directly consolidated with those of the Company by the proportionate
    consolidation method.

2.  AFFILIATED COMPANIES--investees, other than proportionately consolidated
    companies, the investment in which is included directly in the Company's
    financial statement by the equity method.

3.  INVESTEE COMPANIES--Proportionately consolidated companies and
    affiliated companies.


4.  INTERESTED PARTIES--as defined by Israeli Securities Law:



    a.  the holder of 5% or more of the issued share capital or of the voting
       rights of a company, a person who has the right to appoint one or more
       members of a company or its chief executive officer, a person serving as
       the chief executive officer or as a member of the board of directors, an
       entity in which a person as described above holds 25% or more of its
       issued share capital or of its voting rights, or has the right to appoint
       25% or more of its board members; or



    b.  a subsidiary of a company, other than a nominee company.


5.  RELATED PARTIES--as defined in Opinion No. 29 of the Institute of Certified
    Public Accountants in Israel (hereinafter--"ICPAI").


    a.  parties, one of which directly or indirectly (1) owns 10% or more of the
       issued share capital of the other company, or of its voting rights or of
       the rights to appoint its directors, (2) has the right to appoint the
       other company's chief executive officer, or (3) acts as the company's
       director or general manager;



    b.  any entity in which one of the parties mentioned in (a) above, owns 25%
       or more of this body's issued share capital, or of its voting rights or
       of the rights to appoint its directors; or



    c.  spouses or minor children of parties described in (a) above.


    As applicable to the Company, related parties and interested parties, as
described above, would also be considered related parties under United States
generally accepted accounting principles ("U.S. GAAP").

                                     F-8-15
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 2--REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONTINUED)
6.  CPI--the Consumer Price Index as published by the Central Bureau of
    Statistics in Israel.

7.  DOLLAR--the U.S. dollar

8.  NIS--New Israeli Shekel

B.  ISRAELI GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

    The financial statements presented herein have been prepared in conformity
with Israeli GAAP which, as applied to the Company, are substantially identical
in all material respects to U.S. GAAP, except as described in Note 26.

C.  USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

    The preparation of financial statements in conformity with GAAP 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 periods. Actual results could differ from
those estimates.

D.  FINANCIAL STATEMENTS IN INFLATION ADJUSTED VALUES

1.  Since 1994, the Company prepares its financial statements on the basis of
    historical cost adjusted for changes in the general purchasing power of the
    NIS. The financial statements in nominal historical values were adjusted to
    NIS of a constant purchasing power in accordance with Opinions 36 and 50 of
    the ICPAI. Financial statement data of the Company in nominal historical
    values is presented in Note 25.

2.  The principal financial statements of the Company for all years through 1993
    were prepared in dollars, since during those years the Company was a wholly-
    owned subsidiary of Motorola Israel Ltd., a company wholly-owned by foreign
    investors, and its operations were mainly in dollars, because of the
    financing it received was denominated in dollars and because most of its
    operations were either denominated in dollars or linked thereto.

    The financial statements as at December 31, 1993 were translated into NIS of
    December 1993 in accordance with Paragraph 29 of Opinion 36 of the ICPAI, at
    the representative exchange rate of the dollar as at December 31, 1993
    ($1=NIS 2.986). Since such date, they have been adjusted as described in
    2D(1) above.

                                     F-8-16
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 2--REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONTINUED)
3.  The adjusted values of non-monetary items do not necessarily represent their
    market value or their value to the Company, but rather their adjusted cost,
    computed as stated in Paragraphs (1) and (2) above.

4.  In the inflation-adjusted financial statements the term "cost" means
    "adjusted cost."

5.  All comparative figures for previous years (including monetary items) have
    also been adjusted and are stated in terms of NIS of the end of the current
    reporting period.

E.  PRINCIPLES OF ADJUSTMENT

1.  Balance sheet

    Since 1994, non-monetary items (mainly property and equipment and inventory)
    have been adjusted based on the changes in the CPI from the index published
    in respect of the month of the transaction until the index published in
    respect of the month of balance sheet date (regarding the period up to
    December 31, 1993--see D(2) above). Monetary items are stated in the
    adjusted balance sheet at the same value by which they are stated in the
    nominal historical balance sheet.

    The net asset value of the investments in investee companies is determined
    on the basis of the inflation adjusted financial statements of
    such investees.

2.  Statement of income

    Statement of income items have been adjusted in respect of the changes in
the CPI as follows:

    a)  Income and expenses arising from non-monetary items (e.g., depreciation
       and amortization, changes in inventory, prepaid expenses and deferred
       income etc.) or from provisions included in the balance sheet (such as
       provisions for vacation pay and employee vacation expense allowance,
       etc.) have been adjusted on the basis of specific indices, parallel with
       the adjustment of the related balance sheet item.

    b)  Other statement of income items (such as sales, purchases, etc.), except
       for financing income and expense, have been adjusted on the basis of
       changes in the CPI from the date of the transaction until balance
       sheet date.

    c)  Transactions involving credit in unlinked Israeli currency which does
       not bear interest at going market rates, have been adjusted on the basis
       of indices

                                     F-8-17
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 2--REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONTINUED)
       relating to the cash flow related thereto, if the rate of inflation in
       the credit period of the transaction exceeds 8%.

    d)  The Company's equity in the operating results of the investee companies,
       is determined on the basis of the inflation adjusted audited financial
       statements of such investees.

    e)  The financing item reflects financing income and expenses in real values
       (net of inflation), inflationary erosion, over the year, of monetary
       items and gains and losses from sale and valuation of marketable
       securities as well as from derivative financial instruments.

    f)  Income taxes:

       Current income taxes include payments on account during the year plus
       amounts payable (or less amounts refundable) at year end. The payments on
       account have been adjusted based on the change in the CPI since the date
       of each payment, while the year-end balance payable or refundable is
       stated without adjustment. Therefore, current tax expense also includes
       the erosion of the value of the advance tax payments from the date of
       payment until balance sheet date.

       Regarding deferred taxes--See Note 2M.

3.  Statement of shareholders' equity

       A dividend that was declared and paid during the year is adjusted on the
       basis of the index of the date of payment.

       The erosion in the amount of dividend declared in one accounting period
       but paid in a subsequent period, is set-off against the amount of
       dividend declared in such subsequent period.

4.  Statement of cash flows

       The financial statements include a statement of cash flows. This
       statement provides information on cash receipts and payments, during the
       year, relating to operating, investing, and financing activities, and is
       stated in terms of NIS of the end of the current period.

F.  PRESENTATION IN DOLLARS FOR THE CONVENIENCE OF THE READER


    For the convenience of the reader (not for US GAAP purposes), the adjusted
NIS figures of the Company's statements as at December 31, 1999 and for the year


                                     F-8-18
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 2--REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONTINUED)

then ended have been presented in U.S. dollars, using the representative
exchange rate of December 31, 1999 (U.S.$ 1 = NIS 4.153). The dollar amounts
presented in the financial statements should not be construed as representing
amounts receivable, payable or convertible into dollars, unless otherwise
indicated.


G.  PRINCIPLES OF CONSOLIDATION

1.  A jointly controlled company is consolidated in the financial statements by
    the proportionate consolidation method (see Note 1B).

2.  The consolidated financial statements include the proportionate part of the
    items of expenses and income of the proportionately consolidated companies
    based on the percentage of holding therein.

H.  ALLOWANCE FOR DOUBTFUL DEBTS

    The financial statements include specific allowances for doubtful debts that
reflect adequately, in Management's opinion, the loss that may result from trade
receivables the collection of which is in doubt. In determining the adequacy of
the allowances, Management based its judgment, inter alia, on its assessment of
risks, based on information available pertaining to the financial position of
the debtors, the volume of activity with them, an assessment of the value of
collateral received from them and legal counsels' estimates. Doubtful debts
which, in the opinion of Management and the Company's legal counsel, are no
longer collectible, are written off on the basis of a Management resolution.

I.  INVENTORY

    Inventory of subscriber equipment is stated at the lower of cost or value to
the business. Cost is determined by the "first-in, first-out" method.

    Part of the Company's current operations is to upgrade its customers'
cellular telephone equipment and as a result inventory also includes cellular
telephone equipment that was returned by customers.

    The inventory of the Company includes spare parts it uses to repair cellular
telephone equipment of customers, in the framework of the insurance the Company
provides its customers.

                                     F-8-19
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 2--REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONTINUED)
J.  PROPERTY AND EQUIPMENT

1.  Property and equipment are stated at cost less accumulated depreciation.

2.  Improvements and enhancements are added to the cost of related assets,
    whereas maintenance and repairs are charged to expense as incurred.

3.  Depreciation is computed on cost using the straight-line method, over the
    useful lives of the assets as estimated by the Company.

    Annual depreciation rates are as follows:

<TABLE>
<CAPTION>
                                                                 %
                                                              --------
<S>                                                           <C>
Infrastructure equipment at sites...........................   10-20
Subscriber equipment........................................   33-66
Motor vehicles..............................................      15
Electronic equipment, computers and communication systems...   14-33
Office furniture and equipment..............................      14
</TABLE>

    Leasehold improvements are amortized over the term of the lease.

K.  OTHER ASSETS

    Beginning in 1999, the Company capitalized its net direct costs, which it
paid to a third party (subscriber acquisition costs) in respect of sales to
subscribers, who undertook to continue being customers of the Company. Any
breach of the undertaking, subjects the subscriber to the payment of a penalty
and also the capitalized asset is immediately written off to expense. These
costs are amortized over the period of the undertaking of up to 36 months.

L.  PROVISION FOR LOSSES OF AN INVESTEE COMPANY

    The financial statements include a provision in respect of the Company's
equity in the losses accumulated by Safe Car as reflected by the financial
statements of Safe Car, according to the equity method (see Note 1C).

M.  DEFERRED TAXES

    Deferred taxes are created in respect of timing differences between amounts
included in the adjusted financial statements and amounts taken into
consideration for

                                     F-8-20
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 2--REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONTINUED)
tax purposes. The major items for which deferred taxes have been created are
as follows:

    - Differences between the balance of depreciable assets, as stated in the
      adjusted financial statements (excluding private cars), and amounts
      deductible in the future for tax purposes in respect of such assets.

    - Temporary differences relating to the recognition of expenses and income
      (mainly provisions for employee benefits and doubtful debts) for financial
      reporting and tax purposes;

    - Differences in the carrying value of assets for financial reporting and
      tax purposes (mainly inventory).

    The amount deferred annually is computed based on the liability method, at
tax rates which will be in effect when the deferred taxes are utilized, or the
tax benefit realized, as such are known proximate to the date the financial
statements are approved by the Company's Board of Directors.

    Accounting for deferred taxes under Israeli GAAP is similar to that required
under U.S. GAAP based on the provisions of Statement No. 109 of the Financial
Accounting Standards Board ("FASB")--"Accounting for Income Taxes."

N.  INCOME RECOGNITION

1.  Income from mobile radio-telephone services is recognized proportionately
    over the period of contract or of the rendering of the service.

2.  Income arising from sales of subscriber equipment is recognized upon
    delivery to the customer.

3.  The income from the installment sale of subscriber equipment, is recognized,
    upon delivery to the subscriber, on the basis of the present value of the
    payments receivable. The financing income is recognized according to the
    payment period.

O.  EARNINGS PER SHARE

    Earnings per share are computed in accordance with Opinion No. 55 of
the ICPAI.

                                     F-8-21
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 2--REPORTING PRINCIPLES AND ACCOUNTING POLICIES (CONTINUED)
P.  RATES OF EXCHANGE AND LINKAGE

    Assets and liabilities in, or linked to, foreign currency are stated on the
basis of the representative exchange rate as at balance sheet date as published
by Bank of Israel.

    Balances linked to the CPI are stated per the contractual linkage terms of
each item.

    Details of the CPI and the representative exchange rate are as follows:

<TABLE>
<CAPTION>
                                                                               INCREASE (DECREASE)
                                                                              DURING THE YEAR ENDED
                                                  DECEMBER 31                      DECEMBER 31
                                         ------------------------------   ------------------------------
                                           1997       1998       1999       1997       1998       1999
                                           ----       ----       ----       ----       ----       ----
                                                                             %          %          %
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>
CPI (1998 average basis) in respect of
  December--in points..................   153.1      166.3      168.5       6.99       8.62       1.34
Exchange rate of the U.S. dollar
  (NIS)................................   3.536       4.16      4.153       8.77      17.65      (0.17)
</TABLE>

Q.  DERIVATIVE FINANCIAL INSTRUMENTS

1.  The gains and losses on derivative financial instruments held as hedging
    instruments for existing assets and liabilities are recognized concurrently
    with the gains and losses on the hedged assets and liabilities.

2.  The gains and losses on derivative financial instruments held as hedging
    instruments for firm commitments are deferred, and are recognized in the
    same period in which the gains and losses from the hedged transactions
    are recognized.

                                     F-8-22
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 3--CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                            COMPANY
                                            ---------------------------------------
                                                                        CONVENIENCE
                                                                        TRANSLATION
                                                                        -----------
                                            DECEMBER 31   DECEMBER 31   DECEMBER 31
                                               1998          1999          1999
                                               ----          ----          ----
                                                NIS           NIS       (UNAUDITED)
                                              (000S)        (000S)         US $
                                                                          (000S)
<S>                                         <C>           <C>           <C>
Cash at banks.............................     7,049         4,832         1,163
NIS deposits (CPI-linked)*................     8,006            --            --
NIS deposits (U.S. dollar-linked).........    25,147            --            --
                                              ------         -----         -----
                                              40,202         4,832         1,163
                                              ======         =====         =====
</TABLE>

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

*   Linked to the CPI or bearing interest at a rate approximating the increase
    in the CPI.

    Deposits with banks, with an original maturity not exceeding three months
are considered to be cash equivalents.

                                     F-8-23
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 4--TRADE RECEIVABLES, NET

<TABLE>
<CAPTION>
                                                               COMPANY
                                               ---------------------------------------
                                                                           CONVENIENCE
                                                                           TRANSLATION
                                                                           -----------
                                               DECEMBER 31   DECEMBER 31   DECEMBER 31
                                                  1998          1999          1999
                                                  ----          ----          ----
                                                   NIS           NIS       (UNAUDITED)
                                                 (000S)        (000S)         US $
                                                                             (000S)
<S>                                            <C>           <C>           <C>
On open accounts.............................    432,075       496,123       119,461
Post-dated checks, notes receivables and
  credit cards*..............................      6,775        10,932         2,632
                                                 -------       -------       -------
                                                 438,850       507,055       122,093
Less--
Deferred interest income**...................         --           167            40
Allowance for doubtful debts***..............     60,588        84,107        20,251
                                                 -------       -------       -------
                                                 378,262       422,781       101,802
Current maturities of long-term trade
  receivables................................     20,640        48,579        11,697
                                                 -------       -------       -------
                                                 398,902       471,360       113,499
                                                 =======       =======       =======
---------------------
  * Including balances of related parties in
    the amount of:...........................      1,617         1,563           376
                                                 =======       =======       =======
</TABLE>

 ** Deferred interest income is the difference between the original amount
    receivable and its present value on the date the income is recognized. The
    present value is calculated on the basis of an effective interest rate of
    12% p.a.

*** See Note 2 H.

                                     F-8-24
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 5--OTHER RECEIVABLES

<TABLE>
<CAPTION>
                                                            COMPANY
                                            ---------------------------------------
                                                                        CONVENIENCE
                                                                        TRANSLATION
                                                                        -----------
                                            DECEMBER 31   DECEMBER 31   DECEMBER 31
                                               1998          1999          1999
                                               ----          ----          ----
                                                NIS           NIS       (UNAUDITED)
                                              (000S)        (000S)         US $
                                                                          (000S)
<S>                                         <C>           <C>           <C>
Government agencies re tax refunds........     4,776         72,772       17,523
Deferred tax asset, net...................    27,453         36,171        8,710
Prepaid expenses..........................    27,144         26,459        6,371
Communications suppliers and sundry.......       652         17,771        4,279
                                              ------        -------       ------
                                              60,025        153,173       36,883
                                              ======        =======       ======
</TABLE>

NOTE 6--LONG-TERM TRADE RECEIVABLES, NET

A.  COMPOSITION:

<TABLE>
<CAPTION>
                                                            COMPANY
                                            ---------------------------------------
                                                                        CONVENIENCE
                                                                        TRANSLATION
                                                                        -----------
                                            DECEMBER 31   DECEMBER 31   DECEMBER 31
                                               1998          1999          1999
                                               ----          ----          ----
                                                NIS           NIS       (UNAUDITED)
                                              (000S)        (000S)         US $
                                                                          (000S)
<S>                                         <C>           <C>           <C>
Long-term trade receivables...............    43,578        70,089        16,877
Less deferred interest income*............     4,595         8,202         1,975
                                              ------        ------        ------
                                              38,983        61,887        14,902
Allowance for doubtful accounts...........       328         1,956           472
                                              ------        ------        ------
                                              38,655        59,931        14,430
Less current maturities...................    20,640        48,579        11,697
                                              ------        ------        ------
                                              18,015        11,352         2,733
                                              ======        ======        ======
</TABLE>

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

*   Deferred interest income is the difference between the original amount
    receivable and its present value on the date the income is recognized. The
    present value is calculated on the basis of an effective interest rate of
    12% p.a.

                                     F-8-25
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 6--LONG-TERM TRADE RECEIVABLES, NET (CONTINUED)
B.  REPAYMENT SCHEDULE

<TABLE>
<CAPTION>
                                                      CONVENIENCE
                                                      TRANSLATION
                                                      -----------
                                        DECEMBER 31   DECEMBER 31
                                           1999          1999
                                           ----          ----
                                            NIS       (UNAUDITED)
                                          (000S)         US $
                                                        (000S)
<S>                                     <C>           <C>
2001..................................     9,943         2,394
2002..................................     1,409           339
                                          ------         -----
                                          11,352         2,733
                                          ======         =====
</TABLE>

NOTE 7--PROPERTY AND EQUIPMENT, NET

<TABLE>
<CAPTION>
                                                               COMPANY
                                ----------------------------------------------------------------------
                                               FURNITURE
                                                  AND
                                               EQUIPMENT                    INFRASTRUCTURE
                                               INCLUDING                     (A) (B) AND
                                 LEASEHOLD     COMPUTER                       SUBSCRIBER
                                IMPROVEMENTS   EQUIPMENT   MOTOR VEHICLES     EQUIPMENT        TOTAL
                                ------------   ---------   --------------     ---------        -----
                                    NIS           NIS           NIS              NIS            NIS
                                   (000S)       (000S)         (000S)           (000S)        (000S)
<S>                             <C>            <C>         <C>              <C>              <C>
COST
Balance at beginning of
  year........................     55,171       221,694        33,515         4,045,802      4,356,182
Additions.....................     21,667       105,172         8,525           847,890        983,254
Disposals.....................        (52)       (1,764)       (2,373)          (99,356)      (103,545)
                                   ------       -------        ------         ---------      ---------
Balance at end of year........     76,786       325,102        39,667         4,794,336      5,235,891
                                   ------       -------        ------         ---------      ---------
ACCUMULATED DEPRECIATION
Balance at beginning of
  year........................     20,208        88,482        10,208         1,881,598      2,000,496
Depreciation for the year.....      6,341        54,413         5,567           687,565        753,886
Accumulated depreciation in
  respect of disposals........        (36)       (1,647)       (1,231)          (28,265)       (31,179)
                                   ------       -------        ------         ---------      ---------
Balance at end of year........     26,513       141,248        14,544         2,540,898      2,723,203
                                   ------       -------        ------         ---------      ---------
NET BOOK VALUE AS AT
  DECEMBER 31, 1999...........     50,273       183,854        25,123         2,253,438      2,512,688
                                   ======       =======        ======         =========      =========
NET BOOK VALUE AS AT
  DECEMBER 31, 1998...........     34,963       133,212        23,307         2,164,204      2,355,686
                                   ======       =======        ======         =========      =========
</TABLE>

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

(a) See Note 16D regarding liens on assets.

                                     F-8-26
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 7--PROPERTY AND EQUIPMENT, NET (CONTINUED)
(b) The CDMA equipment was put into partial operation at the beginning of
    December 1998. Until full operation of the system beginning in August 1999
    the equipment was depreciated at half of the regular rate of depreciation.

CONVENIENCE TRANSLATION

<TABLE>
<CAPTION>
                                                                COMPANY
                               --------------------------------------------------------------------------
                                               FURNITURE
                                                  AND
                                               EQUIPMENT                     INFRASTRUCTURE
                                               INCLUDING                      (A) (B) AND
                                LEASEHOLD      COMPUTER                        SUBSCRIBER
                               IMPROVEMENTS    EQUIPMENT    MOTOR VEHICLES     EQUIPMENT         TOTAL
                               ------------    ---------    --------------     ---------         -----
                               (UNAUDITED)    (UNAUDITED)    (UNAUDITED)      (UNAUDITED)     (UNAUDITED)
                                   US $          US $            US $             US $           US $
                                  (000S)        (000S)          (000S)           (000S)         (000S)
<S>                            <C>            <C>           <C>              <C>              <C>
COST
Balance at beginning of
  year.......................     13,284         53,382         8,070            974,188       1,048,924
Additions....................      5,217         25,324         2,053            204,163         236,757
Disposals....................        (13)          (425)         (571)           (23,924)        (24,933)
                                  ------         ------         -----          ---------       ---------
Balance at end of year.......     18,488         78,281         9,552          1,154,427       1,260,748
                                  ------         ------         -----          ---------       ---------
ACCUMULATED DEPRECIATION
Balance at beginning of
  year.......................      4,866         21,306         2,458            453,069         481,699
Depreciation for the year....      1,527         13,102         1,340            165,559         181,528
Accumulated depreciation in
  respect of disposals.......         (9)          (397)         (296)            (6,806)         (7,508)
                                  ------         ------         -----          ---------       ---------
Balance at end of year.......      6,384         34,011         3,502            611,822         655,719
                                  ------         ------         -----          ---------       ---------
NET BOOK VALUE AS AT
  DECEMBER 31 1999...........     12,104         44,270         6,050            542,605         605,029
                                  ======         ======         =====          =========       =========
</TABLE>

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

(a) See Note 16D regarding liens on assets.

(b) The CDMA equipment was put into partial operation at the beginning of
    December 1998. Until full operation of the system beginning in August 1999
    the equipment was depreciated at half of the regular rate of depreciation.

                                     F-8-27
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 8--OTHER ASSETS, NET

<TABLE>
<CAPTION>
                                                            COMPANY
                                            ---------------------------------------
                                                                        CONVENIENCE
                                                                        TRANSLATION
                                                                        -----------
                                            DECEMBER 31   DECEMBER 31   DECEMBER 31
                                               1998          1999          1999
                                               ----          ----          ----
                                                NIS           NIS       (UNAUDITED)
                                              (000S)        (000S)         US $
                                                                          (000S)
<S>                                         <C>           <C>           <C>
Capitalized costs.........................         --       560,331       134,922
Amortization..............................         --      (100,837)      (24,281)
                                             --------      --------       -------
Balance at end of year....................         --       459,494       110,641
                                             ========      ========       =======
</TABLE>

NOTE 9--SHORT-TERM BANK CREDIT

<TABLE>
<CAPTION>
                                                     COMPANY
                          --------------------------------------------------------------
                                                                             CONVENIENCE
                                                                             TRANSLATION
                                                                             -----------
                           LINKAGE    RATE OF    DECEMBER 31   DECEMBER 31   DECEMBER 31
                            BASIS     INTEREST      1998          1999          1999
                            -----     --------      ----          ----          ----
                                         %           NIS           NIS       (UNAUDITED)
                                                   (000S)        (000S)         US $
                                                                               (000S)
<S>                       <C>         <C>        <C>           <C>           <C>
Short-term loans........  Unlinked      10.95          --        542,012       130,511
Current maturities of
  long-term bank
  loans.................                           94,834        136,065        32,763
                                                   ------        -------       -------
                                                   94,834        678,077       163,274
                                                   ======        =======       =======
</TABLE>

                                     F-8-28
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 10--TRADE PAYABLES

<TABLE>
<CAPTION>
                                                            COMPANY
                                            ---------------------------------------
                                                                        CONVENIENCE
                                                                        TRANSLATION
                                                                        -----------
                                            DECEMBER 31   DECEMBER 31   DECEMBER 31
                                               1998          1999          1999
                                               ----          ----          ----
                                                NIS           NIS       (UNAUDITED)
                                              (000S)        (000S)         US $
                                                                          (000S)
<S>                                         <C>           <C>           <C>
On open account (unlinked)................     14,212        73,970       17,811
On open account (linked to the dollar)....        602        56,915       13,704
Notes and post-dated checks payable.......     36,098        13,782        3,319
                                              -------       -------       ------
                                               50,912       144,667       34,834
                                              =======       =======       ======
</TABLE>

NOTE 11--LIABILITIES TO INTERESTED AND RELATED PARTIES

<TABLE>
<CAPTION>
                                                               COMPANY
                                               ---------------------------------------
                                                                           CONVENIENCE
                                                                           TRANSLATION
                                                                           -----------
                                               DECEMBER 31   DECEMBER 31   DECEMBER 31
                                                  1998          1999          1999
                                                  ----          ----          ----
                                                   NIS           NIS       (UNAUDITED)
                                                 (000S)        (000S)         US $
                                                                             (000S)
<S>                                            <C>           <C>           <C>
Trade payables (unlinked)...................      22,902         6,838         1,647
Trade payables (dollar-linked)*.............     172,187       135,808        32,701
Notes and post-dated checks payable and
  other liabilities.........................       4,367            50            12
                                                 -------       -------       -------
                                                 199,456       142,696        34,360
                                                 =======       =======       =======
</TABLE>

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

*   See Note 24 regarding linkage bases.

                                     F-8-29
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 12--OTHER PAYABLES

<TABLE>
<CAPTION>
                                                               COMPANY
                                               ---------------------------------------
                                                                           CONVENIENCE
                                                                           TRANSLATION
                                                                           -----------
                                               DECEMBER 31   DECEMBER 31   DECEMBER 31
                                                  1998          1999          1999
                                                  ----          ----          ----
                                                   NIS           NIS       (UNAUDITED)
                                                 (000S)        (000S)         US $
                                                                             (000S)
<S>                                            <C>           <C>           <C>
Deferred income and obligations to
  customers.................................      16,251        32,582         7,846
Salaries....................................      41,330        25,173         6,061
Payroll taxes and withholdings remittable...       9,598         8,198         1,974
Distributors and advertising................      22,933        16,479         3,968
Maintenance, rent and insurance payable.....      11,056         9,460         2,278
Accrued interest............................       8,061         5,821         1,402
Other credit balances.......................      23,933        21,017         5,060
                                                 -------       -------       -------
                                                 133,162       118,730        28,589
                                                 =======       =======       =======
</TABLE>

NOTE 13--LONG-TERM BANK CREDIT

A.  COMPOSITION

<TABLE>
<CAPTION>
                                                           COMPANY
                        -----------------------------------------------------------------------------
                                                                                          CONVENIENCE
                                                                       COMPANY            TRANSLATION
                                                              -------------------------   -----------
                        LINKAGE            RATE OF            DECEMBER 31   DECEMBER 31   DECEMBER 31
                         BASIS             INTEREST              1998          1999          1999
                         -----             --------              ----          ----          ----
                                              %                   NIS           NIS       (UNAUDITED)
                                                                (000S)        (000S)         US $
                                                                                            (000S)
<S>                     <C>        <C>                        <C>           <C>           <C>
Bank loans--..........    CPI      3.6--5.75                    385,202       663,804       159,837
                          US$      Libor + 0.25--0.5            274,033       207,651        50,000
                                                                -------       -------       -------
                                                                659,235       871,455       209,837
Less--current
  maturities..........                                           94,834       136,065        32,763
                                                                -------       -------       -------
                                                                564,401       735,390       177,074
                                                                =======       =======       =======
</TABLE>

See Note 16D regarding liens.

                                     F-8-30
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 13--LONG-TERM BANK CREDIT (CONTINUED)
B.  REPAYMENT SCHEDULE

<TABLE>
<CAPTION>
                                                      CONVENIENCE
                                                      TRANSLATION
                                                      -----------
                                        DECEMBER 31   DECEMBER 31
                                           1999          1999
                                           ----          ----
                                            NIS       (UNAUDITED)
                                          (000S)         US $
                                                        (000S)
<S>                                     <C>           <C>
2001..................................    197,770        47,621
2002..................................    143,597        34,577
2003..................................    113,961        27,440
2004..................................     73,123        17,607
2005 and thereafter...................    206,939        49,829
                                          -------       -------
                                          735,390       177,074
                                          =======       =======
</TABLE>

NOTE 14-- SEVERANCE PAY FUNDINGS, NET (LIABILITY IN RESPECT OF EMPLOYEE
         SEVERANCE BENEFITS, NET)

    The liability of the Company to pay pensions, retirement grants and
severance pay to its employees, is covered mainly by regular deposits (in the
name of each employee) in recognized pension and severance pay funds, and/or by
payments of premiums to insurance companies. Such fundings have not been
included in the balance sheet since they are not under the Company's control or
management.

    The liability for employee severance benefits included in the balance sheet
represents the outstanding liability not covered by deposits and/or the value of
insurance policies as stated above. In respect of this outstanding liability,
the Company deposits funds under its own name with a recognized severance pay
fund.

                                     F-8-31
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 14-- SEVERANCE PAY FUNDINGS, NET (LIABILITY IN RESPECT OF EMPLOYEE
         SEVERANCE BENEFITS, NET) (CONTINUED)
    The outstanding liability and amounts funded as at balance sheet date are
as follows:

<TABLE>
<CAPTION>
                                                               COMPANY
                                               ---------------------------------------
                                                                           CONVENIENCE
                                                                           TRANSLATION
                                                                           -----------
                                               DECEMBER 31   DECEMBER 31   DECEMBER 31
                                                  1998          1999          1999
                                                  ----          ----          ----
                                                   NIS           NIS       (UNAUDITED)
                                                 (000S)        (000S)         US $
                                                                             (000S)
<S>                                            <C>           <C>           <C>
Amounts funded..............................     18,241        19,548         4,707
Less--liability for employee severance
  benefits..................................     18,848        16,066         3,869
                                                 ------        ------         -----
                                                   (607)        3,482           838
                                                 ======        ======         =====
</TABLE>

NOTE 15--INCOME TAX

A.  TAXATION UNDER INFLATIONARY CONDITIONS

    The Income Tax Law (Inflationary Adjustments) 1985, in effect since the 1985
tax year, provides for the measurement of business results for tax purposes on
an inflation adjusted basis. The various adjustments required by the said law
are intended to bring about taxation of earnings on a real (non-inflationary)
basis. Nevertheless, adjustments for inflation as prescribed by the tax laws are
not always identical to the adjustments as calculated for accounting reporting
purposes in accordance with the opinions issued by the ICPAI. As a result, there
are differences between earnings adjusted for financial reporting purposes and
those adjusted for tax purposes.

    For information relating to deferred taxes in respect of such
differences--see Notes 15B and 15C below.

                                     F-8-32
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 15--INCOME TAX (CONTINUED)

B.  DEFERRED TAXES


<TABLE>
<CAPTION>
                                                            COMPANY
                                            ---------------------------------------
                                                                        CONVENIENCE
                                                                        TRANSLATION
                                                                        -----------
                                            DECEMBER 31   DECEMBER 31   DECEMBER 31
                                               1998          1999          1999
                                               ----          ----          ----
                                                NIS           NIS       (UNAUDITED)
                                              (000S)        (000S)         US $
                                                                          (000S)
<S>                                         <C>           <C>           <C>
IN RESPECT OF CURRENT BALANCE SHEET ITEMS:
Inventory of subscriber equipment.........       (536)         (257)         (62)
Timing differences relating to recognition
  of expenses (mainly provisions for
  vacation pay and doubtful debts)........     27,989        36,428        8,772
                                              -------       -------       ------
Deferred tax asset........................     27,453        36,171        8,710
                                              =======       =======       ======
IN RESPECT OF NON-CURRENT BALANCE SHEET
  ITEMS:
Property and equipment....................     (4,876)      (36,090)      (8,690)
Other assets..............................         --        (1,383)        (333)
Timing differences in recognition of
  expenses (mainly from other assets and
  liability for employee severance
  benefits)...............................        688        (1,253)        (302)
                                              -------       -------       ------
Deferred tax liability....................     (4,188)      (38,726)      (9,325)
                                              =======       =======       ======
</TABLE>


                                     F-8-33
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 15--INCOME TAX (CONTINUED)
C.  INCOME TAX EXPENSE INCLUDED IN STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                                                               COMPANY
                                                                                             -----------
                                                                                             CONVENIENCE
                             CONSOLIDATED                          COMPANY                   TRANSLATION
                       -------------------------   ---------------------------------------   -----------
                         FOR THE       FOR THE       FOR THE       FOR THE       FOR THE       FOR THE
                       YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED
                       DECEMBER 31   DECEMBER 31   DECEMBER 31   DECEMBER 31   DECEMBER 31   DECEMBER 31
                          1997          1998          1997          1998          1999          1999
                          ----          ----          ----          ----          ----          ----
                           NIS           NIS           NIS           NIS           NIS       (UNAUDITED)
                         (000S)        (000S)        (000S)        (000S)        (000S)
                                                                                                US $
                                                                                               (000S)
<S>                    <C>           <C>           <C>           <C>           <C>           <C>
Current taxes........    171,466       178,008       171,466       178,008        9,488         2,285
Deferred taxes,
  net................    (27,670)      (20,192)      (27,670)      (20,192)      25,820         6,217
Taxes in respect of
  prior years, net...       (933)           --          (933)           --           23             5
                         -------       -------       -------       -------       ------         -----
                         142,863       157,816       142,863       157,816       35,331         8,507
                         =======       =======       =======       =======       ======         =====
</TABLE>

                                     F-8-34
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 15--INCOME TAX (CONTINUED)

D.  RECONCILIATION OF THEORETICAL TAX ON ADJUSTED PRE-TAX INCOME TO TAX EXPENSE
    INCLUDED IN THE STATEMENT OF INCOME:

<TABLE>
<CAPTION>
                                                                                                COMPANY
                                                                                              -----------
                                                                                              CONVENIENCE
                              CONSOLIDATED                          COMPANY                   TRANSLATION
                        -------------------------   ---------------------------------------   -----------
                          FOR THE       FOR THE       FOR THE       FOR THE       FOR THE       FOR THE
                        YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED
                        DECEMBER 31   DECEMBER 31   DECEMBER 31   DECEMBER 31   DECEMBER 31   DECEMBER 31
                           1997          1998          1997          1998          1999          1999
                           ----          ----          ----          ----          ----          ----
                            NIS           NIS           NIS           NIS           NIS       (UNAUDITED)
                          (000S)        (000S)        (000S)        (000S)        (000S)         US $
                                                                                                (000S)
<S>                     <C>           <C>           <C>           <C>           <C>           <C>
Pre-tax earnings for
  the year per the
  statement of
  income..............    381,647       407,701       382,249       408,829       78,784        18,970
                          =======       =======       =======       =======       ======        ======
Income tax based on
  statutory tax rate
  (36%)...............    137,393       146,772       137,610       147,178       28,362         6,829
Increase (decrease) in
  tax liability
  resulting from:
Non-deductible
  expenses............      2,891           881         2,849           881        2,650           638
Exempt income.........       (823)         (894)         (823)         (894)        (438)         (105)
Differences in
  depreciation and
  amortization........        191         1,625           190         1,622        3,056           736
Erosion of advance tax
  payments............      3,708         7,495         3,709         7,498          865           208
Differences between
  the inflationary
  deduction
  for tax purposes and
  for financial reporting...       261     1,531          261         1,531          813           196
Loss of a
  proportionately
  consolidated company
  for which no
  deferred taxes were
  created.............        175           406            --            --           --            --
Taxes in respect of
  prior years, net....       (933)           --          (933)           --           23             5
                          -------       -------       -------       -------       ------        ------
Income tax per the
  statement of
  income..............    142,863       157,816       142,863       157,816       35,331         8,507
                          =======       =======       =======       =======       ======        ======
</TABLE>

                                     F-8-35
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 15--INCOME TAX (CONTINUED)

E.  TAX ASSESSMENTS

    The Company has received final tax assessments for all years through the
year ended December 31, 1993.

    In addition, the Company received an assessment for the year ended
December 31, 1994, demanding additional taxes of NIS 23 million (including
interest and linkage increments) in excess of the amount provided on its books
for such year.

    The Company, in reliance on the opinion of its legal advisors, is contesting
the demand of the Tax Authorities.

    The Company has not made a provision on its books in connection with the
additional amount of taxes demanded by the aforesaid assessment.

NOTE 16-- CONTINGENT LIABILITIES, COMMITMENTS AND LIENS

A.  ROYALTIES

    1.  The State of Israel

       The MRTS License (see Note 1A above) provides for the payment by the
       Company of royalties to the State of Israel at the rate of 8% on income
       subject to royalties on a cumulative basis.

       The Company has received a notice from the State demanding the payment of
       royalties also in respect of the period prior to the granting of the
       license. Management, based on the advice of its external legal counsel,
       is of the opinion that the Company is not liable to pay the full amount
       of such royalties. Nevertheless, the Company has made a prudential
       provision in respect of such royalties. The amount is included under
       liabilities in the item "Taxes and other statutory payments".

       In 1999 this provision was decreased by NIS 22 million in light of a
       reevaluation of the management of the Company, based on an updated
       opinion of the Company's external legal counsel.

    2.  Bezeq

       Section 22 of the agreement between Bezeq and Motorola dated October 10,
       1994, provides for the payment by the Company of royalties to Bezeq at
       the rate of 3% of revenues from cellular telephone services, without VAT.

                                     F-8-36
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 16-- CONTINGENT LIABILITIES, COMMITMENTS AND LIENS (CONTINUED)
       Royalties are payable during a period of twelve years beginning
       January 1, 1994, excluding the years 1995 and 1996.

       On September 4, 1997 the Company's Board of Directors decided that
       royalties in an aggregate amount of $19 million will be paid to Bezeq in
       respect of 1995 and 1996. The royalty expenses have been paid and
       included in the financial statements for 1997.

B. COMMITMENTS TO PURCHASE PROPERTY AND EQUIPMENT, INVENTORY AND SERVICES*

    As part of the Company's current operations it submits orders for the
purchase of assets and services from the indicated sources:

<TABLE>
<CAPTION>
                                                            COMPANY
                                            ---------------------------------------
                                                                        CONVENIENCE
                                                                        TRANSLATION
                                                                        -----------
                                            DECEMBER 31   DECEMBER 31   DECEMBER 31
                                               1998          1999          1999
                                               ----          ----          ----
                                                NIS           NIS       (UNAUDITED)
                                              (000S)        (000S)         US $
                                                                          (000S)
<S>                                         <C>           <C>           <C>
PROPERTY AND EQUIPMENT**
Related party.............................     55,133        41,108        9,898
Others....................................     52,793       107,285       25,833
                                              -------       -------       ------
                                              107,926       148,393       35,731
                                              =======       =======       ======
INVENTORY OF SUBSCRIBER EQUIPMENT
Related party.............................     81,872       173,326       41,735
Others....................................     89,886       211,894       51,022
                                              -------       -------       ------
                                              171,758       385,220       92,757
                                              =======       =======       ======
SERVICES
Interested parties........................        834            --           --
Others....................................      8,643        25,562        6,155
                                              -------       -------       ------
                                                9,477        25,562        6,155
                                              =======       =======       ======
</TABLE>

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

*   See Note 24 regarding linkage bases.

**  Except for that stated in Notes 16G and 16H.

                                     F-8-37
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 16-- CONTINGENT LIABILITIES, COMMITMENTS AND LIENS (CONTINUED)
C.  COMMITMENTS RELATING TO RENTAL AGREEMENTS

    The Company has commitments to rent space for various periods until 2009,
(including optional extension periods). These leases ensure the long-term usage
by the Company of the buildings and infrastructure sites it occupies.

    The rental fees are for the most part linked to the dollar.

    Estimated future rental payments (computed at rental rates in effect at
December 31, 1999) are as follows:

<TABLE>
<CAPTION>
                                                      CONVENIENCE
                                                      TRANSLATION
                                                      -----------
                                             NIS      (UNAUDITED)
                                            (000S)       US $
                                                        (000S)
<S>                                        <C>        <C>
2000.....................................   54,992       13,242
2001.....................................   72,756       17,519
2002.....................................   70,133       16,887
2003.....................................   66,755       16,074
2004 and thereafter......................  247,986       59,712
                                           -------      -------
                                           512,622      123,434
                                           =======      =======
</TABLE>

D.  LIENS

1.  Bank loans are guaranteed by an irrevocable commitment to the banks, by
    which the Company has created a negative pledge in favor of the banks.

    This commitment includes, inter alia, an undertaking by the Company not to
    pledge, in any manner, by either a floating or fixed lien, of any type or
    degree, its assets (as existing from time to time), in whole or in part, in
    favor of any third party, without prior written consent of the banks. In
    addition, the commitment includes an undertaking that the liabilities of the
    Company will not exceed a sum equal to 1.5 times the shareholders' equity of
    the Company.

    At the date of the financial statements, the Company is in compliance with
    the terms of its commitment to the banks.

                                     F-8-38
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 16-- CONTINGENT LIABILITIES, COMMITMENTS AND LIENS (CONTINUED)
2.  Under the MRTS license, the Company may not sell, lease or mortgage any
    asset used for mobile radio-telephone services without the consent of the
    Minister of Communications, other than:

    a)  Mortgaging any of the licensed assets in favor of a recognized banking
       institution operating in Israel, for the purpose of receiving bank
       credit, providing that it informs the Ministry of Communications with
       regard to the lien it intends to create and that a provision included in
       the mortgage agreement guarantees that under no circumstances will the
       foreclosure of the lien by the banking institution impair services
       provided under the license.

    b)  Selling equipment in the framework of an equipment upgrade, including
       the trade-in of equipment.

E.  GUARANTEES

<TABLE>
<CAPTION>
                                                                        CONVENIENCE
                                                                        TRANSLATION
                                                                        -----------
                                            DECEMBER 31   DECEMBER 31   DECEMBER 31
                                               1998          1999          1999
                                               ----          ----          ----
                                                NIS           NIS       (UNAUDITED)
                                              (000S)        (000S)         US $
                                                                          (000S)
<S>                                         <C>           <C>           <C>
Guarantee securing liabilities of an
  investee company to banks...............        --         7,186         1,730
Guarantees in respect of a joint
  venture*................................     6,498         3,726           897
Guarantees to others......................       592           656           158
                                               -----        ------         -----
                                               7,090        11,568         2,785
                                               =====        ======         =====
</TABLE>

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

*   In December 1998 a joint venture was agreed upon with a communications
    company for the renting out of cellular telephones and related equipment to
    customers while they are abroad. For the purpose of carrying out the
    transaction guarantees were given to communication suppliers abroad to
    secure the payments of the company with which the agreement was signed.

F.  LAWSUITS

1.  A class action was filed in the District Court (civil Claim 2738/99, Shaabi
    Shimon and others vs. Pelephone) under the Consumer's Protection Law--1981
    and the

                                     F-8-39
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 16-- CONTINGENT LIABILITIES, COMMITMENTS AND LIENS (CONTINUED)
    Restrictive Trade Practices Law--1988. The basis of the action is an
    allegation of the misuse of the Company's status as a monopoly and its
    misleading of the consumers and its taking advantage of their vulnerability.
    If the suit is certified as a class action the amount of the claim is
    estimated to be NIS 16 billion.


    The Company petitioned the Court to summarily dismiss the suit, maintaining
    that it is devoid of any basis. In the opinion of the management of the
    Company, based on the opinion of its legal counsel and on an outside
    opinion, the prospect of the suit succeeding is remote. Therefore, no
    provision in respect thereto was included in the financial statements.


2.  A class action was filed with the District Court (3352/87 Noam Kedem vs.
    Bezeq, Cellcom and Pelephone). If the suit is certified as a class action,
    the amount of the claim is estimated at NIS 2 billion. The basis of the
    action is a claim that the Company received payments for air-time for
    services that do not require use of the wireless system.


    In the opinion of the management of the Company, based on the opinion of its
    legal counsel and on an outside opinion, the chances are reasonably possible
    that the request to certify the class action will be dismissed. Management
    and its legal advisors are of the opinion that in the case that the claim is
    not approved as a class action suit, then the claim will involve an
    insignificant amount. If the class action is not approved, the parties
    involved may file a suit against the Company on an individual basis.
    Therefore, no provision in respect thereto was included in the
    financial statements.


3.  There are a number of additional claims regarding which the prospects of
    success are low or the amounts involved are insignificant and, therefore, no
    provision in respect thereto has been included in the financial statements.

G.  AGREEMENT FOR THE PURCHASE OF CDMA EQUIPMENT

    In December 1999, the Company signed a letter of intent for the purchase of
additional CDMA infrastructure equipment from Motorola, the parent company, at a
price of $122 million.

H.  THE BORROWING OF INFRASTRUCTURE EQUIPMENT FROM MOTOROLA ISRAEL

    In accordance with an agreement with Motorola, the parent company, Motorola
lent the Company CDMA digital infrastructure equipment. The agreement provides

                                     F-8-40
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 16-- CONTINGENT LIABILITIES, COMMITMENTS AND LIENS (CONTINUED)
that at the end of the loan period, the degree to which the system and the
equipment which was borrowed, met a number of tests will be evaluated, as a
precondition to the purchase of the equipment. Subsequent to balance sheet date,
the Company notified Motorola that the equipment had successfully met the
criteria which had been set, and that therefore the Company intends to purchase
such equipment. The price of the anticipated purchase is about $19 million.

    Since the equipment was owned by Motorola during the current year and not by
the Company, the Company did not record it as an asset on its books, nor did it
recognize any depreciation expense in respect thereto.

I.  GENERAL LICENSE TO PROVIDE CELLULAR RADIO TELEPHONE SERVICES (MRTS)

    The Ministry of Communications is considering the revision of the general
license for providing MRTS services which it had granted to the Company. The
proposed revision includes a change in the manner of calculating the tariffs for
incoming calls. If such change is implemented, it may have a significant effect
on the Company's future operating results.

    The Company's Management opposes the proposed change and is holding
discussions, on this matter, with the Ministry of Communications.

J.  ARRANGEMENTS FOR CHARGING AND COLLECTION BY BEZEQ

A.  During the current year, the Company was approached by Bezeq in regard to a
    change, which it proposes, in the arrangement under which Bezeq collects
    certain charges from customers, on behalf of the Company. According to the
    proposed revision in the existing arrangement, Bezeq will transfer to the
    Company, only those amounts which it actually collects, less a collection
    commission of 2% of every amount which it charges. This may have a
    significant effect on the Company's future operating results.

    The Company's Management opposes the proposed change and is holding
    discussions, on this matter, with Bezeq.

B.  During the current year, the Company was contacted by Bezeq, which requested
    an increase in the rent charges for sites used by Pelephone and its
    switching equipment which are located in facilities which it owns. The
    Company has

                                     F-8-41
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 16-- CONTINGENT LIABILITIES, COMMITMENTS AND LIENS (CONTINUED)
    rejected the request and has suggested to Bezeq that the matter be
    negotiated in order that an agreement be reached regarding future
    rent charges.

NOTE 17--COST OF CELLULAR PHONE SERVICES, SALES AND SERVICES

<TABLE>
<CAPTION>
                                                                                           COMPANY
                                                                                         -----------
                                                                                         CONVENIENCE
                                 CONSOLIDATED                     COMPANY                TRANSLATION
                             ---------------------   ---------------------------------   -----------
                                                 FOR THE YEAR ENDED DECEMBER 31
                             -----------------------------------------------------------------------
                               1997        1998        1997        1998        1999         1999
                               ----        ----        ----        ----        ----         ----
                                NIS         NIS         NIS         NIS         NIS      (UNAUDITED)
                              (000S)      (000S)      (000S)      (000S)      (000S)        US $
                                                                                           (000S)
<S>                          <C>         <C>         <C>         <C>         <C>         <C>
Usage charges and
  royalties................    518,619     604,245     518,619     604,245     645,909     155,528
Royalties in respect of
  prior years..............     74,114          --      74,114          --          --          --
Depreciation...............    590,880     661,897     590,880     661,897     716,325     172,483
Amortization of subscriber
  acquisition costs........         --          --          --          --      94,715      22,807
Purchase of subscriber
  equipment, net...........    323,381     397,680     323,381     397,680     287,606      69,253
Rent and maintenance.......     90,812     117,649      90,812     117,649     137,394      33,083
Service and insurance......     92,784     134,550      92,784     134,550     169,292      40,764
Salaries and related
  benefits.................    123,825     164,027     123,825     164,027     193,744      46,652
Sundry.....................     67,958      96,790      67,958      96,790     122,058      29,390
                             ---------   ---------   ---------   ---------   ---------     -------
                             1,882,373   2,176,838   1,882,373   2,176,838   2,367,043     569,960
                             =========   =========   =========   =========   =========     =======
</TABLE>

                                     F-8-42
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 18--SELLING AND MARKETING EXPENSES

<TABLE>
<CAPTION>
                                                                                        COMPANY
                                                                                      -----------
                                                                                      CONVENIENCE
                                  CONSOLIDATED                  COMPANY               TRANSLATION
                               -------------------   ------------------------------   -----------
                                                 FOR THE YEAR ENDED DECEMBER 31
                               ------------------------------------------------------------------
                                 1997       1998       1997       1998       1999        1999
                                 ----       ----       ----       ----       ----        ----
                                 NIS        NIS        NIS        NIS        NIS      (UNAUDITED)
                                (000S)     (000S)     (000S)     (000S)     (000S)       US $
                                                                                        (000S)
<S>                            <C>        <C>        <C>        <C>        <C>        <C>
Salaries and related
  benefits...................   45,939     47,841     45,865     47,294     87,608      21,095
Doubtful and bad debts.......   26,142     18,118     26,142     18,118     27,134       6,534
Advertising and marketing....   52,886     64,424     52,838     64,424     91,856      22,118
Marketing commission.........   50,743     63,858     50,743     63,858     32,510       7,828
Depreciation.................    1,847      1,631      1,844      1,631      1,955         471
Legal expenses and fees......    8,836      8,410      8,836      8,410      7,577       1,824
Sundry.......................   11,986     26,183     11,981     26,183     31,758       7,647
                               -------    -------    -------    -------    -------      ------
                               198,379    230,465    198,249    229,918    280,398      67,517
                               =======    =======    =======    =======    =======      ======
</TABLE>

NOTE 19--GENERAL AND ADMINISTRATIVE EXPENSES

<TABLE>
<CAPTION>
                                                                                           COMPANY
                                                                                         -----------
                                                                                         CONVENIENCE
                                     CONSOLIDATED                  COMPANY               TRANSLATION
                                  -------------------   ------------------------------   -----------
                                                    FOR THE YEAR ENDED DECEMBER 31
                                  ------------------------------------------------------------------
                                    1997       1998       1997       1998       1999        1999
                                    ----       ----       ----       ----       ----        ----
                                    NIS        NIS        NIS        NIS        NIS      (UNAUDITED)
                                   (000S)     (000S)     (000S)     (000S)     (000S)       US $
                                                                                           (000S)
<S>                               <C>        <C>        <C>        <C>        <C>        <C>
Salaries and related benefits...   33,639     37,512     33,451     36,915     48,246      11,617
Rent, office equipment supplies
  and maintenance...............   41,600     49,512     41,476     49,512     55,436      13,349
Depreciation....................   26,751     31,053     26,738     31,053     35,606       8,574
Consultancy services............    4,861      7,358      4,861      7,358      9,682       2,331
Insurance.......................    6,315      5,767      6,315      5,767      4,129         994
Training and recruitment of
  employees.....................    6,942      8,539      6,942      8,539      8,171       1,968
Sundry..........................   18,821     21,836     18,671     21,807     22,407       5,395
                                  -------    -------    -------    -------    -------      ------
                                  138,929    161,577    138,454    160,951    183,677      44,228
                                  =======    =======    =======    =======    =======      ======
</TABLE>

                                     F-8-43
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 20--FINANCING EXPENSES, NET

<TABLE>
<CAPTION>
                                                                                              COMPANY
                                                                                            -----------
                                                                                            CONVENIENCE
                                        CONSOLIDATED                  COMPANY               TRANSLATION
                                     -------------------   ------------------------------   -----------
                                                       FOR THE YEAR ENDED DECEMBER 31
                                     ------------------------------------------------------------------
                                       1997       1998       1997       1998       1999        1999
                                       ----       ----       ----       ----       ----        ----
                                       NIS        NIS        NIS        NIS        NIS      (UNAUDITED)
                                      (000S)     (000S)     (000S)     (000S)     (000S)       US $
                                                                                              (000S)
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>
Interest on long-term bank loans...   34,563     49,639     34,563     49,639     37,827       9,108
Interest on short-term bank
  credit...........................       --         --         --         --     29,944       7,210
Other financing items (including
  erosion of monetary items).......      605    (20,098)       608    (20,053)    (2,026)       (488)
                                      ------    -------     ------    -------     ------      ------
                                      35,168     29,541     35,171     29,586     65,745      15,830
                                      ======    =======     ======    =======     ======      ======
</TABLE>

NOTE 21--PER SHARE EARNINGS

EARNINGS AND NUMBER OF SHARES USED IN COMPUTING THE PER SHARE EARNINGS

A.  IN NIS

<TABLE>
<CAPTION>
        DECEMBER 31, 1997            DECEMBER 31, 1998      DECEMBER 31, 1999
---------------------------------   --------------------   --------------------
        BASIC            NUMBER      BASIC      NUMBER      BASIC      NUMBER
      EARNINGS          OF SHARES   EARNINGS   OF SHARES   EARNINGS   OF SHARES
      --------          ---------   --------   ---------   --------   ---------
         NIS             (000S)       NIS       (000S)       NIS       (000S)
       (000S)                        (000S)                 (000S)
<S>                     <C>         <C>        <C>         <C>        <C>
       238,784           302,460    249,885     302,460     39,475     302,460
       =======           =======    =======     =======    =======     =======
</TABLE>

B.  CONVENIENCE TRANSLATION

<TABLE>
<CAPTION>
                                                                DECEMBER 31, 1999
                                                            --------------------------
                                                               BASIC         NUMBER
                                                              EARNINGS      OF SHARES
                                                              --------      ---------
                                                            (UNAUDITED)    (UNAUDITED)
                                                                US $         (000S)
                                                               (000S)
<S>                     <C>        <C>           <C>        <C>            <C>
                                                                9,505        302,460
                                                              =======        =======
</TABLE>

                                     F-8-44
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 22-- TRANSACTIONS AND BALANCES WITH INTERESTED AND RELATED PARTIES

A.  SIGNIFICANT AMOUNTS OF INCOME AND EXPENSES IN RESPECT OF INTERESTED AND
    RELATED PARTIES

    The Company conducts transactions with interested and related parties. In
Management's opinion, the terms of such transactions are identical with the
terms available from unrelated third parties.

    Such transactions include, inter-alia, cellular phone services including
incoming telephone calls, purchase of transmission services, acquisition and
maintenance of infrastructure and subscriber equipment and other general and
administrative services.

<TABLE>
<CAPTION>
                                                                                 COMPANY
                                                                               -----------
                                                    FOR THE YEAR ENDED         CONVENIENCE
                                                       DECEMBER 31             TRANSLATION
                                              ------------------------------   -----------
                                                1997       1998       1999        1999
                                                ----       ----       ----        ----
                                                NIS        NIS        NIS      (UNAUDITED)
                                               (000S)     (000S)     (000S)       US $
                                                                                 (000S)
<S>                                           <C>        <C>        <C>        <C>
Income from cellular telephone services,
  sales and other services..................  770,378    910,181    782,138      188,331
Expenses:
Purchase of telecommunication services
  (including royalties).....................  423,350    405,130    343,860       82,798
Maintaining and servicing the mobile radio
  telephone system and subscriber
  equipment.................................  108,710    105,402     81,106       19,529
Selling and marketing.......................    3,380      2,870      4,958        1,194
Expense refund (mainly advertising
  expenses).................................   (5,561)    (9,786)   (13,549)      (3,262)
Directors fees..............................      415        133        126           30
General and administrative..................   12,418      9,921     10,855        2,614
Financing income............................       --     (9,045)        --           --
</TABLE>

B.  MATERIAL BALANCES AND TRANSACTIONS WITH INTERESTED AND RELATED PARTIES

1.  Balances of related parties are presented in detail in the financial
    statements and accompanying notes.

                                     F-8-45
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 22-- TRANSACTIONS AND BALANCES WITH INTERESTED AND RELATED PARTIES
         (CONTINUED)
2.  Material transactions with interested and related parties:

<TABLE>
<CAPTION>
                                                    COMPANY
                                  --------------------------------------------
                                                                   CONVENIENCE
                                                                   TRANSLATION
                                                                   -----------
                                         FOR THE YEAR ENDED DECEMBER 31
                                  --------------------------------------------
                                    1997       1998       1999        1999
                                    ----       ----       ----        ----
                                    NIS        NIS        NIS      (UNAUDITED)
                                   (000S)     (000S)     (000S)       US $
                                                                     (000S)
<S>                               <C>        <C>        <C>        <C>
Purchase of subscriber
  equipment.....................  309,992    511,884    481,391      115,914
Purchase of infrastructure
  equipment.....................  441,828    779,833    537,956      129,534
</TABLE>

3.  The highest balance of current debts of an interested party during 1999
    amounted to NIS 250,502 thousand ($ 60,318 thousand) (1998--NIS
    120,851 thousand).

4.  A related party's balance, included in current assets, represents a current
    account of one of the shareholders of the Company. The balance relates to
    income from incoming telephone calls less the cost of the acquisition of
    transmission services, royalties, access fees and other expenses.

    See Note 16B, 16G and 16H for details of commitments.

NOTE 23--SUBSEQUENT EVENTS

1.  On March 16, 2000, an agreement was signed between the Company and
    Sunycom Ltd. for the set up of a company named Gonext Ltd. (hereinafter--
    "Gonext") which will be engaged, mainly, in the establishment of a portal
    with a connection for a cellular interface. Pelephone is to hold 51% of the
    shares of Gonext.

2.  On March 22, 2000 a class action lawsuit has been filed with the District
    Court of Tel-Aviv (T.A. 1502/00 Goldshlagger et.al. v. Cellcom, Partner and
    Pelephone) in connection with VAT charges in the Free Trade Zone in Eilat.
    Should the suit be recognized as a class action, the amount claimed is
    estimated at approximately NIS 34 million. At this stage, the Company and
    its legal advisors are unable to express an opinion regarding the claim as
    they are still studying the matter. Therefore, no provision in respect
    thereto has been included in the financial statements.

                                     F-8-46
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 23--SUBSEQUENT EVENTS (CONTINUED)

3.  In July 2000, an in-principle agreement was signed between the Company and
    the other shareholders of Safe Com--Car Communication Ltd.
    (hereinafter--Safe Car) on the one hand and Eden Telecom Ltd.
    (hereinafter--Eden) on the other hand, according to which the operations of
    Safe Car will be merged with the operations of Eden.



    The final agreement has not yet been signed as of the date of approval of
    the financial statements.



4.  On September 11, 2000, The Minister of Communications signed regulations
    governing the tariff for incoming cellular telephone calls. Under the new
    regulations, the tariff will gradually decrease effective from October 2000
    through January 2003. The Company estimates that the impact on its future
    revenues could be material.



    The Company is considering filing an appeal against these new regulations
    with the Supreme Court.


                                     F-8-47
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 24-- ASSETS AND LIABILITIES CLASSIFIED BY LINKAGE BASIS

A.  COMPANY--DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                   IN ISRAELI CURRENCY    IN FOREIGN
                                  ---------------------    CURRENCY    NON-MONETARY
                                  UNLINKED    *OTHERS       (US $)        ITEMS         TOTAL
                                  --------    -------       ------        -----         -----
                                    NIS         NIS          NIS           NIS           NIS
                                   (000S)      (000S)       (000S)        (000S)       (000S)
<S>                               <C>        <C>          <C>          <C>            <C>
Cash and cash equivalents.......    3,069            --        1,763           --         4,832
Trade receivables...............  471,360            --           --           --       471,360
Interested party................   95,305            --           --           --        95,305
Other receivables...............   17,563        72,772          208       62,630       153,173
Inventory.......................       --            --           --      206,079       206,079
Long-term trade receivables,
  net...........................   11,352            --           --           --        11,352
Severance pay fundings net of
  liability, for severance
  benefits......................       --         3,482           --           --         3,482
Property and equipment, net.....       --            --           --    2,512,688     2,512,688
Other assets, net...............       --            --           --      459,494       459,494
                                  -------    ----------   ----------    ---------     ---------
Total assets....................  598,649        76,254        1,971    3,240,891     3,917,765
                                  -------    ----------   ----------    ---------     ---------
Short-term bank credit..........       --       642,777       35,300           --       678,077
Trade payables..................   87,752            --       56,915           --       144,667
Taxes and other
  statutory payments............   11,735        90,308           --           --       102,043
Liabilities to interested and
  related parties...............    6,888            --   ** 135,808           --       142,696
Other payables..................   80,327         3,727        2,094       32,582       118,730
Provision for losses of an
  investee company..............       --            --           --        3,978         3,978
Long-term bank credit...........       --       563,039      172,351           --       735,390
Deferred taxes..................       --            --           --       38,726        38,726
                                  -------    ----------   ----------    ---------     ---------
Total liabilities...............  186,702     1,299,851      402,468       75,286     1,964,307
                                  -------    ----------   ----------    ---------     ---------
Difference......................  411,947    (1,223,597)    (400,497)   3,165,605     1,953,458
                                  =======    ==========   ==========    =========     =========
Commitments to purchase
  property, inventory,
  subscriber equipment and
  services......................  130,576       266,072    1,181,815           --     1,578,463
                                  =======    ==========   ==========    =========     =========
</TABLE>

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

 *  Linked to the CPI or bearing interest at a rate proximate to the rate of
    increase in the CPI.

                                     F-8-48
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 24-- ASSETS AND LIABILITIES CLASSIFIED BY LINKAGE BASIS (CONTINUED)
**  Including a balance in the amount of NIS 34 million which is linked to the
    dollar when the change in the dollar exchange rate from the date of the
    invoice until the date of payment is higher than 2.5%.

A.  As at December 31, 1999 the Company had an excess of non-monetary assets
    over shareholders' equity of NIS 1,212 million, as against an excess of
    CPI-linked liabilities or liabilities bearing interest at a rate close to
    the rate of the increase in the CPI of NIS 1,224 million.

B.  As at December 31, 1999 the Company had an excess of dollar liabilities of
    NIS 400 million. These liabilities include amounts due to interested parties
    of NIS 92 million, in respect of property and equipment purchases.

                                     F-8-49
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 24-- ASSETS AND LIABILITIES CLASSIFIED BY LINKAGE BASIS (CONTINUED)
B.  CONVENIENCE TRANSLATION INTO DOLLARS

<TABLE>
<CAPTION>
                                     IN ISRAELI CURRENCY      IN FOREIGN
                                  -------------------------    CURRENCY     NON-MONETARY
                                   UNLINKED       OTHER*         (US$)         ITEMS          TOTAL
                                   --------       ------         -----         -----          -----
                                  (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)    (UNAUDITED)
                                     US $          US $          US $           US $          US $
                                    (000S)        (000S)        (000S)         (000S)        (000S)
<S>                               <C>           <C>           <C>           <C>            <C>
Cash and cash equivalents.......        739             --           424           --          1,163
Trade receivables...............    113,499             --            --           --        113,499
Interested party................     22,948             --            --           --         22,948
Other receivables...............      4,229         17,523            50       15,081         36,883
Inventory.......................         --             --            --       49,623         49,623
Long-term trade receivables,
  net...........................      2,733             --            --           --          2,733
Severance pay fundings net of
  liability for severance
  benefits......................         --            838            --           --            838
Property and equipment, net.....         --             --            --      605,029        605,029
Other assets, net...............         --             --            --      110,641        110,641
                                    -------       --------     ---------      -------        -------
Total assets....................    144,148         18,361           474      780,374        943,357
                                    -------       --------     ---------      -------        -------
Short-term bank credit..........         --        154,774         8,500           --        163,274
Trade payables..................     21,129             --        13,705           --         34,834
Taxes and other statutory
  payments......................      2,825         21,746            --           --         24,571
Liabilities to interested and
  related parties...............      1,659             --     ** 32,701           --         34,360
Other payables..................     19,342            897           504        7,846         28,589
Provision for losses of an
  investee company..............         --             --            --          958            958
Long-term bank credit...........         --        135,574        41,500           --        177,074
Deferred taxes..................         --             --            --        9,325          9,325
                                    -------       --------     ---------      -------        -------
Total liabilities...............     44,955        312,991        96,910       18,129        472,985
                                    -------       --------     ---------      -------        -------
Difference......................     99,193       (294,630)      (96,436)     762,245        470,372
                                    =======       ========     =========      =======        =======
Commitments to purchase
  property, inventory subscriber
  equipment and services........     31,441         64,067       284,569           --        380,077
                                    =======       ========     =========      =======        =======
</TABLE>

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

 *  Linked to the CPI or bearing interest at a rate proximate to the rate of
    increase in the CPI.

                                     F-8-50
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 24-- ASSETS AND LIABILITIES CLASSIFIED BY LINKAGE BASIS (CONTINUED)
**  Including a balance in the amount of U.S.$ 8 million which is linked to the
    dollar when the change in the dollar exchange rate from the date of the
    invoice until the date of payment is higher than 2.5%

A.  As at December 31, 1999 the Company had an excess of non-monetary assets
    over shareholders' equity of U.S. $ 292 million, as against an excess of
    CPI-linked liabilities or liabilities bearing interest at a rate close to
    the rate of the increase in the CPI of U.S. $ 295 million.

B.  As at December 31, 1999 the Company had an excess of dollar liabilities of
    U.S. $96 million. These liabilities include amounts due to interested
    parties of U.S. $22 million, in respect of property and equipment purchases.

                                     F-8-51
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 24-- ASSETS AND LIABILITIES CLASSIFIED BY LINKAGE BASIS (CONTINUED)

C.  COMPANY--DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                  IN ISRAELI CURRENCY   IN FOREIGN
                                  -------------------    CURRENCY    NON-MONETARY
                                  UNLINKED    OTHER*      (US$)         ITEMS         TOTAL
                                  --------    ------      -----         -----         -----
                                    NIS        NIS         NIS           NIS           NIS
                                   (000S)     (000S)      (000S)        (000S)       (000S)
<S>                               <C>        <C>        <C>          <C>            <C>
Cash and cash equivalents.......    7,044       8,006      25,152            --        40,202
Trade receivables...............  398,902          --          --            --       398,902
Interested party................  100,292          --          --            --       100,292
Other receivables...............      153       4,776         500        54,596        60,025
Inventory.......................       --          --          --        97,558        97,558
Long-term trade receivables,
  net...........................   18,015          --          --            --        18,015
Property and equipment, net.....       --          --          --     2,355,686     2,355,686
                                  -------    --------    --------     ---------     ---------
Total assets....................  524,406      12,782      25,652     2,507,840     3,070,680
                                  -------    --------    --------     ---------     ---------
Current maturities of long-term
  liabilities...................       --      31,596      63,238            --        94,834
Trade payables..................   50,310          --         602            --        50,912
Taxes and other statutory
  payments......................    4,401     104,736          --            --       109,137
Liabilities to interested and
  related parties...............   27,270          --     172,186            --       199,456
Other payables..................  106,978       1,933       8,000        16,251       133,162
Long-term bank credit...........       --     353,606     210,795            --       564,401
Liability in respect of employee
  severance benefits, net.......      607          --          --            --           607
Deferred taxes..................       --          --          --         4,188         4,188
                                  -------    --------    --------     ---------     ---------
Total liabilities...............  189,566     491,871     454,821        20,439     1,156,697
                                  -------    --------    --------     ---------     ---------
Difference......................  334,840    (479,089)   (429,169)    2,487,401     1,913,983
                                  =======    ========    ========     =========     =========
Commitments to purchase
  property,inventory, subscriber
  equipment and services........  113,317     206,349     403,565            --       723,231
                                  =======    ========    ========     =========     =========
</TABLE>

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

 *  Linked to the CPI or bearing interest at a rate proximate to the rate of the
    increase in the CPI.

**  Including a balance in the amount of NIS 77 million which is linked to the
    dollar when the change in the dollar exchange rate from the date of the
    invoice until the date of payment, is higher than 2.5%

                                     F-8-52
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 24-- ASSETS AND LIABILITIES CLASSIFIED BY LINKAGE BASIS (CONTINUED)
A.  As at December 31, 1998 the Company had an excess of non-monetary assets
    over shareholders' equity of NIS 573 million, as against an excess of
    CPI-linked liabilities or liabilities bearing interest at a rate close to
    the rate of the increase in the CPI of NIS 479 million.

B.  As at December 31, 1998 the Company had an excess of dollar liabilities of
    NIS 429 million. These liabilities include amounts due to interested parties
    of NIS 94 million, in respect of property and equipment purchases.

NOTE 25-- DATA OF THE COMPANY IN NOMINAL HISTORICAL VALUES

A.  BALANCE SHEET

<TABLE>
<CAPTION>
                                                     DECEMBER 31    DECEMBER 31
                                                         1998           1999
                                                         ----           ----
                                                         NIS            NIS
                                                        (000S)         (000S)
<S>                                                  <C>            <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents..........................      39,669          4,832
Trade receivables, net.............................     393,612        471,360
Interested party...................................      98,962         95,305
Other receivables..................................      58,568        153,225
Inventory..........................................      94,794        205,365
                                                      ---------      ---------
TOTAL CURRENT ASSETS...............................     685,605        930,087
                                                      ---------      ---------
LONG-TERM TRADE RECEIVABLES, NET...................      17,776         11,352
                                                      ---------      ---------
SEVERANCE PAY FUNDINGS, NET........................          --          3,482
                                                      ---------      ---------
PROPERTY AND EQUIPMENT, NET........................   2,060,684      2,321,656
                                                      ---------      ---------
OTHER ASSETS, NET..................................          --        455,653
                                                      ---------      ---------
                                                      2,764,065      3,722,230
                                                      =========      =========
</TABLE>

                                     F-8-53
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 25-- DATA OF THE COMPANY IN NOMINAL HISTORICAL VALUES (CONTINUED)

<TABLE>
<CAPTION>
                                                     DECEMBER 31   DECEMBER 31
                                                        1998          1999
                                                        ----          ----
                                                         NIS           NIS
                                                       (000S)        (000S)
<S>                                                  <C>           <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term bank credit.............................      93,577       678,077
Trade payables.....................................      50,237       144,667
Taxes and other statutory payments.................     107,689       102,043
Liabilities to interested and related parties......     196,812       142,696
Other payables.....................................     131,396       118,730
                                                      ---------     ---------
                                                        579,711     1,186,213
                                                      ---------     ---------
PROVISIONS FOR LOSSES OF AN INVESTEE COMPANY.......          --         3,978
                                                      ---------     ---------
LONG-TERM LIABILITIES
Long-term bank credit..............................     556,917       735,390
Liability in respect of employee severance
  benefits, net....................................         599            --
Deferred taxes.....................................       5,832        37,594
                                                      ---------     ---------
                                                        563,348       772,984
                                                      ---------     ---------
TOTAL LIABILITIES..................................   1,143,059     1,963,175
                                                      ---------     ---------
SHAREHOLDERS' EQUITY...............................   1,621,006     1,759,055
                                                      ---------     ---------
                                                      2,764,065     3,722,230
                                                      =========     =========
</TABLE>

                                     F-8-54
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 25-- DATA OF THE COMPANY IN NOMINAL HISTORICAL VALUES (CONTINUED)
B.  STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                        YEAR ENDED    YEAR ENDED    YEAR ENDED
                                        DECEMBER 31   DECEMBER 31   DECEMBER 31
                                           1997          1998          1999
                                           ----          ----          ----
                                            NIS           NIS           NIS
                                          (000S)        (000S)        (000S)
<S>                                     <C>           <C>           <C>
Income from cellular phone services,
  sales and other services............   2,348,831     2,826,026     2,937,049
Cost of cellular phone services, sales
  and other services..................   1,582,292     1,928,532     2,230,695
                                         ---------     ---------     ---------
GROSS PROFIT..........................     766,539       897,494       706,354
Selling and marketing expenses........     178,504       218,892       277,779
General and administrative expenses...     119,558       146,431       176,375
                                         ---------     ---------     ---------
OPERATING INCOME......................     468,477       532,171       252,200
Financing expenses, net...............      54,175        58,732        80,227
Other expenses (income)...............        (170)        4,587        (1,166)
                                         ---------     ---------     ---------
PROFIT BEFORE INCOME TAX..............     414,472       468,852       173,139
Income tax............................     129,127       147,657        31,112
                                         ---------     ---------     ---------
Profit before Company's equity in
  losses of investees companies.......     285,345       321,195       142,027
Company's equity in losses of investee
  companies...........................         546         1,027         3,978
                                         ---------     ---------     ---------
NET EARNINGS..........................     284,799       320,168       138,049
                                         =========     =========     =========
</TABLE>

                                     F-8-55
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 25-- DATA OF THE COMPANY IN NOMINAL HISTORICAL VALUES (CONTINUED)

C.  STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                              SHARE         SHARE       RETAINED
                             CAPITAL       PREMIUM      EARNINGS        TOTAL
                             -------       -------      --------        -----
                               NIS           NIS           NIS           NIS
                             (000S)        (000S)        (000S)        (000S)
<S>                        <C>           <C>           <C>           <C>
BALANCE AS AT JANUARY 1,
  1997...................    302,460       80,530         633,049     1,016,039
Changes during 1997:
Net earnings.............         --           --         284,799       284,799
                             -------       ------       ---------     ---------
BALANCE AS AT
  DECEMBER 31, 1998......    302,460       80,530         917,848     1,300,838
Changes during 1998:
Net earnings.............         --           --         320,168       320,168
                             -------       ------       ---------     ---------
BALANCE AS AT
  DECEMBER 31, 1998......    302,460       80,530       1,238,016     1,621,006
Changes during 1999:
Net loss.................         --           --         138,049       138,049
                             -------       ------       ---------     ---------
BALANCE AS AT
  DECEMBER 31, 1999......    302,460       80,530       1,376,065     1,759,055
                             =======       ======       =========     =========
</TABLE>

D.  SHARE CAPITAL

<TABLE>
<CAPTION>
                                               DECEMBER 31,
                                              1998 AND 1999
                                             ----------------
                                               AUTHORIZED,
                                             ISSUED AND FULLY
                                                   PAID
                                                   ----
                                             NUMBER OF SHARES
                                             ----------------
<S>                                          <C>
Ordinary shares of a par value of NIS 1
  each.....................................    302,460,000
                                               ===========
</TABLE>

                                     F-8-56
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 26--DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP

A.  THE FINANCIAL STATEMENTS OF THE COMPANY CONFORM WITH ACCOUNTING PRINCIPLES
    GENERALLY ACCEPTED IN ISRAEL WHICH DIFFER IN CERTAIN RESPECTS FROM THOSE
    FOLLOWED IN THE UNITED STATES, AS DESCRIBED BELOW:

1.  Effect of inflation

    In accordance with Israeli GAAP, the Company comprehensively includes the
    effect of price level changes in the accompanying financial statements, as
    described in Note 2D. Such Israeli accounting principle measures the effects
    of price level changes in the inflationary Israeli economy. US GAAP does not
    provide for recognition of the effects of such price level changes. The
    reconciliation of the effect of the differences between Israeli GAAP and
    U.S. GAAP in B below does not relate to such differences.

2.  Proportionate consolidation

    In accordance with Israeli GAAP, based on Opinion No. 57 of ICPAI, the
    financial statements of a jointly owned company were consolidated by the
    proportionate consolidation method.

    In accordance with US GAAP the investment in a jointly equal owned company
    is to be stated on the equity basis. Nevertheless the SEC permits the use of
    the proportionate consolidation method by a foreign issuer.


    The practical difference between the two methods is in number of items in
    the balance sheet and statement of income in which the investment is
    reflected. There is no effect on the Company's net earnings figure or on the
    shareholders' equity. Since the only investee included in the consolidation
    is the said jointly owned operating company in respect of which the
    significant financial accounting policies are jointly controlled (see
    Note 1B), the difference between the two approaches is the difference
    between the Company's financial statements and the consolidated financial
    statements.


3.  Recognizing losses from the loaning of equipment

    According to Israeli GAAP, based on International Accounting Standard
    No. 17, the loaning of instruments is recognized as an operating lease, and
    therefore the Company records such equipment as assets which are amortized
    over a three year period.

                                     F-8-57
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 26--DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP (CONTINUED)
    According to industry practice in the US the cellular telephone companies do
    not defer the "loss" from the loaning of equipment, but write off the cost
    of the equipment on a current basis.

4.  According to para. 9f of FAS No. 109, deferred taxes are not created in
    respect of differences arising as a result of the difference between the
    rate of change in the Consumer Price Index (which is the basis for measuring
    results for tax purposes) and the rate of change in the exchange rate of the
    dollar versus the shekel. According to Israeli GAAP deferred taxes are
    created in respect of this difference. These financial statements are
    prepared under Israeli GAAP with the effect of inflation as described in
    para. 1 above, and the above requirement of FAS 109 has no effect to this
    note since the translation to the dollar is made by way of convenience only.

5.  Earnings per share

    Earnings per share were computed based on the number of shares outstanding
    during the period, in accordance with Opinion no. 55 of the ICPAI. There is
    no material difference between the computation described above and the
    computation prescribed by guidelines issued by the Financial Accounting
    Standard Board in the United States (FAS No. 128).

6.  Other assets

    In accordance with accounting rules in Israel, correlation is made between
    direct costs in respect of sales to subscribers who signed a long-term
    liability (as mentioned in Note 2K) and the liability period.

    According to Industry practice in the US in cellular communication
    companies, the loss from the sale to customers which signed a liability is
    currently recorded and is not deferred over the period of the asset.

7.  In June 1997 FAS 131 was published regarding the reporting on segments and
    related information. As virtually all the Company's operations are in one
    segment, the implementation of FAS 131 has no effect on the Company's
    financial statements.

8.  The Company adopted SFAS 130 "Reporting Comprehensive Income" with effect
    from January 1, 1998. It required that all items that are required to be
    recognized under accounting standards as components of comprehensive income
    be reported in a financial statements that is displayed in the same
    prominence as other financial statements. It requires that an enterprise
    (a) classify items of other

                                     F-8-58
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 26--DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP (CONTINUED)
    comprehensive income by their nature in a financial statement and
    (b) display the accumulated balance of other comprehensive income separately
    from retained earnings and additional paid in capital in the equity section
    of the statement of financial position. Comprehensive income is the same as
    net income for all years presented.

9.  In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
    No. 133, Accounting for Derivative Instruments and Hedging Activities, which
    will require that all derivative financial instruments be recognized as
    either assets or liabilities on the balance sheet. In June 1999, the FASB
    issued SFAS No. 137, Accounting for Derivative Instruments and Hedging
    Activities--Deferral of the Effective Date of SFAS No. 133, which deferred
    the implementation of SFAS No. 133. SFAS No. 133 will be effective for the
    Company's first quarter of fiscal 2001. The Company is evaluating the
    effects of the new statement and how to implement the new requirements.


B.  THE EFFECT OF THE DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP OF THE
    ABOVEMENTIONED ITEMS AND ADDITIONAL FINANCIAL STATEMENT DISCLOSURES REQUIRED
    FOR US GAAP ON THESE FINANCIAL STATEMENTS IS AS FOLLOWS:


1.  On statements of income:

<TABLE>
<CAPTION>
                                                                        CONVENIENCE
                                                                        TRANSLATION
                                                      COMPANY           -----------
                                 --------------------------------------------------
                                    1997         1998         1999         1999
                                    ----         ----         ----         ----
                                    NIS          NIS          NIS       (UNAUDITED)
                                   (000S)       (000S)       (000S)        US $
                                                                          (000S)
<S>                              <C>          <C>          <C>          <C>
Net earnings on the basis of
  Israeli GAAP.................    238,784      249,885       39,475        9,505
Provision for losses in respect
  of loaning of instruments....     (3,377)     (24,461)     (19,811)      (4,771)
Provision for losses from
  subscribers acquisition
  costs........................         --           --     (294,076)     (70,810)
                                  --------     --------     --------      -------
Net earnings (loss) on the
  basis of US GAAP.............    235,407      225,424     (274,412)     (66,076)
                                  ========     ========     ========      =======
Earnings (losses) per share NIS
  1 par value of share capital
  (NIS):
Israeli GAAP...................      0.789        0.826        0.131        0.031
                                  ========     ========     ========      =======
US GAAP........................      0.778        0.745       (0.907)      (0.218)
                                  ========     ========     ========      =======
</TABLE>

                                     F-8-59
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 26--DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP (CONTINUED)

2.  On balance sheets items:


<TABLE>
<CAPTION>
                                                         COMPANY
                                   ---------------------------------------------------
                                      DECEMBER 31, 1998          DECEMBER 31, 1999
                                   ------------------------   ------------------------
                                   ISRAELI GAAP   U.S. GAAP   ISRAELI GAAP   U.S. GAAP
                                   ------------   ---------   ------------   ---------
                                       NIS           NIS          NIS           NIS
                                      (000S)       (000S)        (000S)       (000S)
<S>                                <C>            <C>         <C>            <C>
Fixed assets(1)..................    2,355,686    2,317,465     2,512,688    2,443,513
Other assets(2)..................           --           --       459,494           --
Long-term deferred
  taxes(1),(2)...................        4,188       (9,572)      (38,726)     151,595
Shareholders' equity(1),(2) See
  26.B.3. below..................    1,913,983    1,889,522     1,953,458    1,615,110
</TABLE>



<TABLE>
<CAPTION>
                                                      CONVENIENCE TRANSLATION
                                                    ---------------------------
                                                              COMPANY
                                                    ---------------------------
                                                         DECEMBER 31, 1999
                                                    ---------------------------
                                                    ISRAELI GAAP    U.S. GAAP
                                                    ------------    ---------
                                                    (UNAUDITED)    (UNAUDITED)
                                                        US $           US $
                                                       (000S)         (000S)
<S>                                                 <C>            <C>
Fixed assets(1)...................................    605,029        588,373
Other assets(2)...................................    110,641             --
Deferred taxes(1), (2)............................     (9,325)        36,502
Shareholders' equity(1), (2) See 26.B.3. below....    470,372        388,902
</TABLE>


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

(1) Losses from the loaning of equipment.

(2) Losses from subscribers acquisition costs.

                                     F-8-60
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 26--DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP (CONTINUED)

3.  On the shareholder's equity:



<TABLE>
<CAPTION>
                                                                           COMPANY
                                                                         ------------
                                                                         CONVENIENCE
                                                                         TRANSLATION
                                                                         ------------
                                           DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                               1998           1999           1999
                                               ----           ----           ----
                                               NIS            NIS        (UNAUDITED)
                                              (000S)         (000S)          US $
                                                                            (000S)
<S>                                        <C>            <C>            <C>
Shareholder's equity--Israeli GAAP.......    1,913,983      1,953,458       470,372
Accumulated losses from the loaning of
  equipment..............................      (38,221)       (69,175)      (16,656)
Accumulated losses from subscribers
  acquisition cost.......................           --       (459,494)     (110,641)
Accumulated effect of the tax on
  income.................................       13,760        190,321        45,827
                                             ---------      ---------      --------
Shareholder's equity--U.S. GAAP..........    1,889,522      1,615,110       388,902
                                             =========      =========      ========
</TABLE>



4.  Statement of cash flows:


    (1) Cash received from interest during the years ended December 31, 1997,
       1998 and 1999 were NIS 13,423 thousand, NIS 19,617 thousand, and NIS
       1,207 thousand, respectively.

    (2) Cash paid for interest during the years ended December 31, 1997, 1998
       and 1999 were NIS 33,836 thousand, NIS 52,746 thousand and NIS
       89,654 thousand, respectively.

    (3) Cash paid for income tax during the years ended December 31, 1997, 1998
       and 1999 were NIS 218,052 thousand, NIS 202,728 thousand and NIS
       75,686 thousand, respectively.


5.  Fair value of financial instruments:


    There is not a major difference between the fair value and the carrying
    amount of the liabilities to banking institutions for December 31, 1997,
    1998 and 1999.

    Cash, trading account assets, other accounts receivable, debt trade
    payables, other payables, The carrying amounts approximate fair value.

                                     F-8-61
<PAGE>
                         PELEPHONE COMMUNICATIONS LTD.

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       (IN TERMS OF NIS OF DECEMBER 1999)

NOTE 26--DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP (CONTINUED)
    Considerable judgment is required to develop the estimates of fair value,
    thus, the estimates provided herein are not necessarily indicative of
    amounts that could be realized in a current market exchange.

C.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT:

    The following disclosures are made with regard to the Company's financial
instruments, including derivatives.

(1) Credit risk of financial instruments, including derivatives:

    The face value (nominal) amounts of derivatives do not represent amounts
    exchanged by the parties and, accordingly, are not a measure of the exposure
    of the Company.

    In Management's estimate, due to the fact that the Company enters into such
    transactions solely with recognized financial institution counterparts, it
    is not expected that such counterparts will fail to meet their obligations
    toward the Company.

(2) Long-term debt--

    The fair value of the Company's long-term debt to banking institutions is
    estimated based on the quoted market prices for the same or similar issues
    or on the current rates offered to the Company for debt of the same
    remaining maturities.

    At the date of signing on the financial statements repayment dates have not
    been fixed.

(3) Concentration of credit risk:

    The Company markets its services and products via exclusive dealers. Most of
    the distribution agreements are similar. The Company secures the major part
    of these receivables by obtaining credit insurance and guarantees.

    In Management's estimate, the allowance for doubtful debts adequately covers
    all anticipated losses in respect of the dealers' debts.

                                     F-8-62
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                                AND SUBSIDIARIES

                       CONSOLIDATED FINANCIAL STATEMENTS
                              (IN EGYPTIAN POUNDS)

                           December 31, 1998 and 1999
                  (With Independent Auditors' Report Thereon)

                                     F-9-1
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                                    (S.A.E.)
                       CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1999

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                           <C>
Independent Auditors' Report................................   F-9-3

Consolidated Balance Sheets.................................   F-9-4

Consolidated Statements of Income...........................   F-9-6

Consolidated Statements of Changes in Shareholders'
  Equity....................................................   F-9-7

Consolidated Statements of Cash Flows.......................   F-9-8

Notes to the Consolidated Financial Statements..............   F-9-9
</TABLE>


                                     F-9-2
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To The Board of Directors of
Mobinil For Telecommunication

    We have audited the accompanying consolidated balance sheets of Mobinil For
Telecommunication and Subsidiaries as of December 31, 1998 and 1999, and the
related consolidated statements of income, stockholders' equity, and cash flows
for the period May 5 to December 31, 1998 and the year ended December 31, 1999.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.


    In our opinion the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Mobinil For
Telecommunication and Subsidiaries as of December 31, 1998 and 1999, and the
results of their operations and their cash flows for the period May 5 to
December 31, 1998 and the year ended December 31, 1999 in conformity with
International Accounting Standards. These consolidated financial statements are
identical in all material respects to those that would have been presented in
conformity with accounting principles generally accepted in the United States as
explained in Note 18.


                                           KPMG Hazem Hassan

Cairo, Egypt
April 1, 2000

                                     F-9-3
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                                    (S.A.E.)

                          CONSOLIDATED BALANCE SHEETS

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS

                        AS OF DECEMBER 31, 1998 AND 1999

                       (IN THOUSANDS OF EGYPTIAN POUNDS)

<TABLE>
<CAPTION>
                                                                          CONVENIENCE
                                                                          TRANSLATION
                                                                           (NOTE 2M)
                                                    1998        1999      -----------
                                       NOTE NO.     L.E.        L.E.         1999
                                       --------     ----        ----         ----
                                                                          (UNAUDITED)
                                                                             US $
                                                                            (000S)
<S>                                    <C>        <C>         <C>         <C>
LONG-TERM ASSETS
Fixed assets (net)...................    (2d/3)     465,032     881,683      257,802
Assets under construction............               177,229     384,191      112,337
Pre-operating expenses (net).........       (4)      22,513      17,485        5,113
Deferred expenses (net)..............       (5)   1,710,646   1,615,032      472,232
Goodwill (net).......................    (2k/6)       5,637       4,049        1,184
Rent deposits........................                    --       3,611        1,056
                                                  ---------   ---------    ---------
TOTAL LONG-TERM ASSETS...............             2,381,056   2,906,051      849,724
                                                  ---------   ---------    ---------
CURRENT ASSETS
Inventory............................      (2i)       3,396      20,689        6,049
Accounts receivable (net)............       (7)      99,978     135,579       39,643
Other current assets.................       (8)      39,981     136,599       39,941
Prepaid expenses.....................                10,930      27,483        8,036
Cash.................................       (9)     438,586     480,452      140,483
                                                  ---------   ---------    ---------
TOTAL CURRENT ASSETS.................               592,871     800,802      234,152
                                                  ---------   ---------    ---------
  TOTAL ASSETS.......................             2,973,927   3,706,853    1,083,876
                                                  =========   =========    =========
CURRENT LIABILITIES
Bank overdraft.......................               115,936      68,960       20,164
Accounts payable.....................               151,901     157,379       46,017
Due to affiliated companies..........      (10)      70,780     158,194       46,256
Other current liabilities............                38,891     203,975       59,642
Accrued expenses.....................                96,437      69,679       20,374
                                                  ---------   ---------    ---------
TOTAL CURRENT LIABILITIES............               473,945     658,187      192,453
                                                  ---------   ---------    ---------
LONG-TERM LIABILITIES
Long-term loans......................      (11)   1,659,374   1,740,840      509,018
Shareholders' loans..................      (12)     513,691     513,691      150,202
Bonds................................      (13)          --     340,000       99,415
                                                  ---------   ---------    ---------
TOTAL LONG-TERM LIABILITIES..........             2,173,065   2,594,531      758,635
                                                  ---------   ---------    ---------
MINORITY INTEREST....................               410,005     471,937      137,993
</TABLE>

                                     F-9-4
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                                    (S.A.E.)

                          CONSOLIDATED BALANCE SHEETS

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS

                        AS OF DECEMBER 31, 1998 AND 1999

                       (IN THOUSANDS OF EGYPTIAN POUNDS)

<TABLE>
<CAPTION>
                                                                          CONVENIENCE
                                                                          TRANSLATION
                                                                           (NOTE 2M)
                                                    1998        1999      -----------
                                       NOTE NO.     L.E.        L.E.         1999
                                       --------     ----        ----         ----
                                                                          (UNAUDITED)
                                                                             US $
                                                                            (000S)
<S>                                    <C>        <C>         <C>         <C>
SHAREHOLDERS' EQUITY (DEFICIT)
Share capital........................      (14)         250         250           73
Retained deficit.....................               (83,338)    (18,052)      (5,278)
                                                  ---------   ---------    ---------
TOTAL SHAREHOLDERS' EQUITY
  (DEFICIT)..........................               (83,088)    (17,802)      (5,205)
                                                  ---------   ---------    ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT)...................             2,973,927   3,706,853    1,083,876
                                                  =========   =========    =========
</TABLE>

  The accompanying notes form an integral part of these consolidated financial
                    statements and are to be read therewith.

                                     F-9-5
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                                    (S.A.E.)
                       CONSOLIDATED STATEMENTS OF INCOME

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS

               FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998 AND THE

                          YEAR ENDED DECEMBER 31, 1999

                       (IN THOUSANDS OF EGYPTIAN POUNDS)

<TABLE>
<CAPTION>
                                                                          CONVENIENCE
                                                                          TRANSLATION
                                                   1998                    (NOTE 2M)
                                                 (NOTE 2A)      1999       ---------
                                      NOTE NO.     L.E.         L.E.         1999
                                      --------     ----         ----         ----
                                                                          (UNAUDITED)
                                                                             US $
                                                                            (000S)
<S>                                   <C>        <C>         <C>          <C>
Revenues............................     (2e)     417,531     1,500,557      438,763

OPERATING COSTS
Cost of services....................              (83,445)     (338,354)     (98,935)
Other operating costs...............             (306,429)     (624,260)    (182,534)
Depreciation and amortization.......             (120,225)     (249,787)     (73,038)
                                                 --------    ----------   ----------
TOTAL OPERATING COSTS...............             (510,099)   (1,212,401)    (354,507)
                                                 --------    ----------   ----------
NET OPERATING PROFIT (LOSS).........              (92,568)      288,156       84,256

OTHER INCOME (EXPENSE)
Interest income.....................                6,893        14,767        4,318
Interest expense....................              (80,691)     (156,236)     (45,682)
Other expense.......................                   --           (92)         (27)
Foreign currency gain (loss)........     (2c)       3,196       (18,203)      (5,323)
                                                 --------    ----------   ----------
NET INCOME (LOSS) BEFORE INCOME
  TAXES AND MINORITY INTEREST.......             (163,170)      128,392       37,542
Income taxes........................     (15)          --            --           --
Minority interest...................               79,832       (63,106)     (18,452)
                                                 --------    ----------   ----------
NET INCOME (LOSS)...................              (83,338)       65,286       19,090
                                                 ========    ==========   ==========
</TABLE>

  The accompanying notes form an integral part of these consolidated financial
                    statements and are to be read therewith.

                                     F-9-6
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                                    (S.A.E.)
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS

                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998

                      AND THE YEAR ENDED DECEMBER 31, 1999

                       (IN THOUSANDS OF EGYPTIAN POUNDS)

<TABLE>
<CAPTION>
                                                                              CONVENIENCE
                                                                              TRANSLATION
                                                   RETAINED   SHAREHOLDERS'    (NOTE 2M)
                                        CAPITAL    DEFICIT       EQUITY       -----------
                                          L.E.       L.E.         L.E.           1999
                                          ----       ----         ----           ----
                                                                              (UNAUDITED)
                                                                                 US $
                                                                                (000S)
<S>                                     <C>        <C>        <C>             <C>
Shares issued on formation............     25                         25
Subsequent share issuance in 1998.....    225                        225
Net loss for the period May 5 to
  December 31, 1998...................             (83,338)      (83,338)
                                          ---      -------       -------
Balances at December 31, 1998.........    250      (83,338)      (83,088)       (24,295)
Net income for 1999...................              65,286        65,286         19,090
                                          ---      -------       -------        -------
Balances at December 31, 1999.........    250      (18,052)      (17,802)        (5,205)
                                          ===      =======       =======        =======
</TABLE>

  The accompanying notes form an integral part of these consolidated financial
                    statements and are to be read therewith.

                                     F-9-7
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                                    (S.A.E.)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS

                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999

                       (IN THOUSANDS OF EGYPTIAN POUNDS)

<TABLE>
<CAPTION>
                                                                       CONVENIENCE
                                                  1998                 TRANSLATION
                                               (NOTE 2A)      1999      (NOTE 2M)
                                                  L.E.        L.E.        1999
                                                  ----        ----        ----
                                                                       (UNAUDITED)
                                                                          US $
                                                                         (000S)
<S>                                            <C>          <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)............................     (83,338)   65,286       19,089
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO
  NET CASH PROVIDED BY OPERATING ACTIVITIES
Depreciation and amortization................     120,225   249,787       73,038
Provision for doubtful debts.................      28,337    43,881       12,830
Loss from disposals of fixed assets..........          --       775          228
CHANGES IN WORKING CAPITAL
Changes in current assets and rent
  deposits...................................    (182,622)  (213,556)    (62,443)
Changes in current liabilities other than
  bank overdraft.............................     358,009   231,218       67,607
                                               ----------   --------    --------
NET CASH PROVIDED BY OPERATING ACTIVITIES....     240,611   377,391      110,348
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for fixed asset purchases...........    (338,974)  (535,745)   (156,650)
Payments for assets under construction.......    (177,229)  (206,962)    (60,515)
Payments for deferred expenses...............  (1,811,441)  (29,240)      (8,550)
Payments for goodwill........................      (5,637)       --           --
                                               ----------   --------    --------
NET CASH USED IN INVESTING ACTIVITIES........  (2,333,281)  (771,947)   (225,715)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in bank overdraft........     115,936   (46,976)     (13,736)
Proceeds from issuance of capital............         250        --           --
Minority interest............................     242,005    61,932       18,109
Proceeds from long-term loans................   1,659,374    81,466       23,820
Proceeds from shareholders' loans............     513,691        --           --
Proceeds from issuance of bonds..............          --   340,000       99,415
                                               ----------   --------    --------
NET CASH PROVIDED BY FINANCING ACTIVITIES....   2,531,256   436,422      127,608
                                               ----------   --------    --------
Increase in cash and cash equivalents........     438,586    41,866       12,241
Cash and cash equivalents at beginning of the
  period.....................................          --   438,586      128,242
                                               ----------   --------    --------
Cash and cash equivalents at end of the
  period.....................................     438,586   480,452      140,483
                                               ==========   ========    ========
</TABLE>

  The accompanying notes form an integral part of these consolidated financial
                    statements and are to be read therewith.

                                     F-9-8
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 1--DESCRIPTION OF BUSINESS

    Mobinil For Telecommunication S.A.E. ("Mobinil") was formed by a consortium
of shareholders on May 5, 1998 as an Egyptian Stock Company under law no. 159 of
1981, to act as a holding company for its agreed acquisition of a 51%
controlling interest in the government owned Egyptian Company for Mobile
Services ("ECMS"), which was privatized on May 21, 1998.

    As a holding company, Mobinil has no activity other than to control and
manage its interest in ECMS, which operates a GSM digital cellular mobile
telecommunication system to provide services to both postpaid and prepaid
customer subscribers in the Arab Republic of Egypt.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

A)  BASIS OF PRESENTATION

    The consolidated financial statements are presented in accordance with
Egyptian Accounting Standards which are in conformity with International
Accounting Standards.

    Adjustments to be in conformity with US GAAP appear under Note 18.

    Amounts presented for 1998 are for the period May 5 to December 31, 1998.

B)  PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the assets, liabilities and
results of operations of Mobinil as the parent company and its subsidiary, ECMS,
which in turn consolidates its wholly owned interest in a small company formed
late in 1999. All significant balances and transactions have been eliminated in
consolidation.

C)  FOREIGN CURRENCY TRANSLATION

    The company maintains its books of accounts in Egyptian Pounds. Transactions
denominated in foreign currencies are recorded at the prevailing exchange rate
at the date of transactions.

    Monetary assets and liabilities denominated in foreign currency at year end
are translated at the prevailing exchange rates at that date. The exchange
differences are recorded in the income statement.

                                     F-9-9
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D)  FIXED ASSETS AND DEPRECIATION

    Fixed assets are stated at historical cost. The assets are depreciated by
the straight line method over the estimated useful lives of each type of asset
at annual percentage rates as follows:

<TABLE>
<S>                                                    <C>
Building.............................................      5%
Cell sites...........................................   12.5%
Computers............................................     20%
Office equipment.....................................     20%
Vehicles.............................................     20%
Furniture............................................     10%
Leasehold improvements...............................     20%
</TABLE>

E)  REVENUE RECOGNITION

    Airtime revenue is recognized on the basis of actual and accrued billings
for usage by postpaid subscribers, and deferred and amortized to income based on
usage by prepaid subscribers. Connection fees are recognized directly in income.

    Sales of mobile phones and other accessories are recognized in income at the
time of delivery.

F)  AMORTIZATION OF DEFERRED EXPENSES

    Deferred expenses include the license fee and compensation for car phones
paid to the Egyptian Company for Telecommunication ("ECT"). The license is
amortized over its fifteen year concession period commencing May 21, 1998.
Compensation for car phones is amortized over five years as it is estimated that
this period reflects the related benefit.

G)  PRE-OPERATING EXPENSES

    Pre-operating expenses are amortized over a period of five years commencing
May 21, 1998.

                                     F-9-10
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
H)  INVESTMENTS

    Investments are recorded at their cost of acquisition, and only at an
impairment value to reflect any decline in value below cost deemed to be other
than temporary.

I)  INVENTORY

    Inventory is valued at the lower of cost or fair market value. Cost is
determined using the weighted average method.

J)  INCOME TAXES

    Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry-forwards.

    Income taxes are recognized as and when taxable income arises on an accrual
basis. No taxable income arises during a tax holiday, as currently applicable to
the Company's subsidiary ECMS.

K)  GOODWILL

    Goodwill arising from consolidation is amortized over a period of fifteen
years starting from May 21, 1998 in line with that for the license concession
period.

L)  USE OF ESTIMATES

    Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

M) PRESENTATION IN DOLLARS

    For convenience, the financial statements in Egyptian Pounds as at
December 31, 1999 and for the year then ended have been translated to U.S.
dollars using the applicable exchange rate at December 31, 1999 (U.S.$1=3.42
Egyptian Pounds). The dollar amounts presented in the financial statements
should not be construed as

                                     F-9-11
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
representing amounts receivable, payable or convertible into dollars, unless
indicated elsewhere in the notes to the consolidated financial statements.

NOTE 3--FIXED ASSETS

<TABLE>
<CAPTION>
                                                                                                 OFFICE
                                                  LAND     BUILDING   CELL SITES   COMPUTERS   EQUIPMENTS
                                                  ----     --------   ----------   ---------   ----------
                                                  L.E.       L.E.        L.E.        L.E.         L.E.
<S>                                             <C>        <C>        <C>          <C>         <C>
COST
Balance as of
  January 1, 1999.............................    245         --        455,161     30,611        7,527
Additions.....................................    461        300        425,296     63,026        6,240
Disposals.....................................     --         --             --        (83)        (154)
                                                  ---        ---        -------     ------       ------
Balance as of
  December 31, 1999...........................    706        300        880,457     93,554       13,613
                                                  ===        ===        =======     ======       ======
ACCUMULATED DEPRECIATION
Balance as of
  January 1, 1999.............................     --         --         40,446        849          260
Depreciation..................................     --          2         96,676     12,720        2,341
Accumulated depreciation on disposals.........     --         --             --        (25)         (44)
                                                  ---        ---        -------     ------       ------
Balance as of
  December 31, 1999...........................     --          2        137,122     13,544        2,557
                                                  ---        ---        -------     ------       ------
Net book value as of
  December 31, 1999...........................    706        298        743,335     80,010       11,056
                                                  ===        ===        =======     ======       ======
Net book value as of
  December 31, 1998...........................    245         --        414,715     29,762        7,267
                                                  ===        ===        =======     ======       ======
</TABLE>

                                     F-9-12
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 3--FIXED ASSETS (CONTINUED)

<TABLE>
<CAPTION>
                                                 FURNITURE &               LEASEHOLD
                                                  FIXTURES     VEHICLES   IMPROVEMENTS     TOTAL
                                                  --------     --------   ------------     -----
                                                    L.E.         L.E.         L.E.         L.E.
<S>                                              <C>           <C>        <C>            <C>
COST
Balance as of
  January 1, 1999..............................      2,341       3,196        7,893        506,974
Additions......................................     13,339       7,315       19,768        535,745
Disposals......................................       (895)         --           --         (1,132)
                                                    ------      ------       ------      ---------
Balance as of
  December 31, 1999............................     14,785      10,511       27,661      1,041,587
                                                    ======      ======       ======      =========
ACCUMULATED DEPRECIATION
Balance as of
  January 1, 1999..............................         77         105          205         41,942
Depreciation...................................      1,255       1,629        3,696        118,319
Accumulated depreciation on disposals..........       (288)         --           --           (357)
                                                    ------      ------       ------      ---------
Balance as of
  December 31, 1999............................      1,044       1,734        3,901        159,904
                                                    ------      ------       ------      ---------
Net book value as of
  December 31, 1999............................     13,741       8,777       23,760        881,683
                                                    ======      ======       ======      =========
Net book value as of
  December 31, 1998............................      2,264       3,091        7,688        465,032
                                                    ======      ======       ======      =========
</TABLE>

                                     F-9-13
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 4--PRE-OPERATING EXPENSES

    Changes in pre-operating expenses are as follows:

<TABLE>
<CAPTION>
                                                                1998
                                                             (NOTE 2A)      1999
                                                             ----------   --------
                                                                L.E.        L.E.
                                                                ----        ----
<S>                                                          <C>          <C>
Pre-operating expenses.....................................    25,413      22,513
Reclassification transfer from deferred expenses...........                   147
Amortization of pre-operating expenses.....................    (2,900)     (5,175)
                                                               ------      ------
Pre-operating expenses (net)...............................    22,513      17,485
                                                               ======      ======
</TABLE>

NOTE 5--DEFERRED EXPENSES

    Deferred expenses as of December 31, 1998 and 1999 consist of the following:

<TABLE>
<CAPTION>
                                            1998        1999
                                          ---------   ---------
                                            L.E.        L.E.
                                            ----        ----
<S>                                       <C>         <C>
Car phones..............................     30,000      30,000
Capital increase........................        800       1,193
GSM license.............................  1,755,000   1,755,000
Costs related to loan agreement.........         --      24,075
Bonds underwriters' costs...............         --       4,624
                                          ---------   ---------
                                          1,785,800   1,814,892
Less accumulated amortization...........    (75,154)   (199,860)
                                          ---------   ---------
                                          1,710,646   1,615,032
                                          =========   =========
</TABLE>

    The GSM license agreement was signed between ECMS and ECT. This agreement
gives ECMS the right to establish and operate a digital cellular mobile
telephone network within Egypt. It is of fifteen years duration starting from
May 21, 1998 and subject to renewal upon expiration. ECMS paid
L.E. 1,755 million as a fee for this agreement.

    In addition, ECMS is liable to pay annual fees to ECT based on fixed and
variable amounts linked to the expansion of the network and its subscriber base,
as

                                     F-9-14
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 5--DEFERRED EXPENSES (CONTINUED)
well as related usage. The amounts paid for such incremental license fees in
1998 and 1999 were L.E. 102,212 and L.E. 119,102, respectively.

NOTE 6--GOODWILL

    Goodwill arises from the excess of Mobinil's purchase price of L.E. 515,865
for its 51% investment in ECMS with a related fair value of L.E. 510,000 at the
time of its privatization on May 21, 1998.

    ECMS was privatized with a fair value of L.E. 1 billion attributed by the
government for this purpose and recorded in its opening balance sheet as
summarized below:

<TABLE>
<S>                                                 <C>
Long-term Assets
Fixed assets......................................    242,705
GSM license.......................................  1,755,000
Deferred charges..................................      5,494
                                                    ---------
Total long-term assets............................  2,003,199
                                                    ---------
Current Assets
Cash at banks.....................................    833,200
Inventory--SIM cards..............................      2,958
                                                    ---------
Total current assets..............................    836,158
                                                    ---------
Total Assets......................................  2,839,357
                                                    =========
Current Liabilities
Amount due to National Bank of Egypt..............      2,000
Amount payable to ECT for GSM license.............  1,755,000
Other amount payable to ECT.......................     81,157
Accrued share issuance costs......................      1,200
                                                    ---------
Total current liabilities.........................  1,839,357

Shareholders' Equity..............................
Share capital.....................................  1,000,000
                                                    ---------
Total Liabilities and Shareholders' Equity........  2,839,357
                                                    =========
</TABLE>

                                     F-9-15
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 6--GOODWILL (CONTINUED)
    Changes in goodwill are as follows:

<TABLE>
<CAPTION>
                                                   1998       1999
                                                 --------   --------
                                                   L.E.       L.E.
                                                   ----       ----
<S>                                              <C>        <C>
Opening balance................................   5,865       5,637
Amortization for 1998 and 1999.................    (228)     (1,588)
                                                  -----      ------
Closing balance................................   5,637       4,049
                                                  =====      ======
</TABLE>

NOTE 7--ACCOUNTS RECEIVABLE

    Accounts receivable as of December 31, 1998 and 1999 consists of the
following:

<TABLE>
<CAPTION>
                                               1998       1999
                                             --------   --------
                                               L.E.       L.E.
                                               ----       ----
<S>                                          <C>        <C>
Service receivable.........................  116,746    135,544
Distributor receivable.....................       --      6,264
Roaming receivables........................   11,569     21,267
Allowance for doubtful debts...............  (28,337)   (27,496)
                                             -------    -------
Accounts receivable (net)..................   99,978    135,579
                                             =======    =======
</TABLE>

NOTE 8--OTHER CURRENT ASSETS

    Other current assets as of December 31, 1998 and 1999 consists of the
following:

<TABLE>
<CAPTION>
                                                1998       1999
                                              --------   --------
                                                L.E.       L.E.
                                                ----       ----
<S>                                           <C>        <C>
Advance payment to suppliers................   31,352    108,382
Accrued interest............................    3,874     25,755
Others......................................    4,755      2,462
                                               ------    -------
Total.......................................   39,981    136,599
                                               ======    =======
</TABLE>

                                     F-9-16
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 9--CASH

    Cash as of December 31, 1998 and 1999 consists of the following:

A).  CASH ON HAND:

<TABLE>
<CAPTION>
                                                1998       1999
                                                L.E.       L.E.
                                                ----       ----
<S>                                           <C>        <C>
Cash on hand................................       24      1,969
</TABLE>

B)  CASH AT BANKS:

<TABLE>
<S>                                          <C>        <C>
 *Current accounts.........................   17,038    100,196
  Checks under collection..................       --      6,293
**Current account for capital increase.....  400,800         --
  Time deposits............................   20,388    371,732
  Letters of guarantee-margin amount.......      336        262
                                             -------    -------
                                             438,586    480,452
                                             =======    =======
</TABLE>

 *  The 1999 balance includes an amount of L.E. 23,000 which was transferred
    from the Commercial International Bank to the American Express Bank in order
    to subscribe in the American Express Bank Investment Fund, which was
    transacted on January 2, 2000 for 21,720 securities in a mutual fund at a
    cost of L.E. 1,058.91 for each security.

**  This account represents part of the capital increase which was released and
    made available at the beginning of January 1999.

                                     F-9-17
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 10--DUE TO AFFILIATED COMPANIES

    Amounts due to affiliated shareholder companies as of December 31, 1998 and
1999 consist of the following:

<TABLE>
<CAPTION>
                                                1998       1999
                                                ----       ----
                                                L.E.       L.E.
                                                ----       ----
<S>                                           <C>        <C>
France Telecom..............................      347     45,864
Orascom Telecom.............................    5,899      7,507
Motorola....................................   63,001    102,841
Al Ahram Company............................    1,533      1,982
                                               ------    -------
                                               70,780    158,194
                                               ======    =======
</TABLE>

NOTE 11--LONG-TERM LOANS

    Long-term loans at December 31, 1998 and 1999 consist of the following:

<TABLE>
<CAPTION>
                                            1998        1999
                                            ----        ----
<S>                                       <C>         <C>
Bridging loans:
  Repayable in Egyptian Pounds..........    340,000
  Repayable in U.S. dollars--390,000....  1,319,374

Senior secured long-term credit
  facility:
  Repayable in Egyptian Pounds..........                988,000
  Repayable in U.S. dollars--$220,000...                752,840
                                          ---------   ---------
                                          1,659,374   1,740,840
                                          =========   =========
</TABLE>

    The bridging loans facility signed on May 9, 1998 for an equivalent
$490,000, of which $100,000 was repayable in Egyptian Pounds, was refinanced by
a new facility provided by a group of banks for an equivalent $570,000, of which
$350,000 is repayable in Egyptian Pounds.

    The new facility consists of the following elements:

    --  An International Tranche available in US dollars amounting to $220,000
       for a period of six and a half years.

                                     F-9-18
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 11--LONG-TERM LOANS (CONTINUED)
    --  A Domestic Tranche available in Egyptian Pounds amounting to L.E.
       1,190,000 for a period of seven and a half years, equivalent to $350,000
       of which $30,000 is a revolving facility. At December 31, 1999, L.E.
       202,000 had not been drawn down.

    Both the International and the Domestic Tranches have been fully
underwritten by the International Arrangers and the Domestic Arrangers
respectively.

    The interest rate for the International Tranche is to be calculated on an
actual 360 days basis as the sum of:

(i)  The London Inter Bank Offered Rate ("Libor") two Business Days prior to the
    commencement of each interest period; and

(ii) The Applicable Margin of 1.6% which can be decreased gradually to be 0.9%
    according to the growth in the Company's performance ratios.

    The interest rate for the Domestic Tranche is to be calculated on an actual
360 days basis and is fixed at 11.25% per annum.

    The facility is secured by a pledge of the Company's 51% share ownership of
ECMS, a pledge of ECMS bank accounts used for revenue collection, a first
priority commercial lien on present and future assets of ECMS, an assignment of
insurance contracts, and an assignment of shareholders' subordinated loans.

                                     F-9-19
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 11--LONG-TERM LOANS (CONTINUED)
    The maturities of the above refinanced secured long-term credit facility for
each of the five years subsequent to December 31, 1999 and thereafter are as
follows:

<TABLE>
<CAPTION>
YEAR                                   CURRENCY          L.E. AMOUNT
----                                   --------          -----------
<S>                                 <C>                  <C>
2000.........................                    --              --
2001.........................                    --              --
2002.........................       Egyptian Pounds          98,800
                                    $48,889                 167,298
2003.........................       Egyptian Pounds         197,600
                                    $48,889                 167,298
2004.........................       Egyptian Pounds         197,600
                                    $48,889                 167,298
Thereafter...................       Egyptian Pounds         494,000
                                    $73,333                 250,946
                                                          ---------
                                                          1,740,840
                                                          =========
</TABLE>

NOTE 12--SHAREHOLDERS' LOANS

    The Company received the following interest free loans from its shareholders
during 1998 which remained outstanding at the end of 1998 and 1999:

<TABLE>
<CAPTION>
                                                        L.E.
                                                        ----
<S>                                                   <C>
France Telecom......................................  236,682
Orascom Telecom.....................................   95,704
Motorola............................................  181,305
                                                      -------
                                                      513,691
                                                      =======
</TABLE>

NOTE 13--BONDS

    At an extraordinary general assembly meeting held on February 21, 1999, the
shareholders approved the issuance of bonds for an amount of L.E. 340 million.
On

                                     F-9-20
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 13--BONDS (CONTINUED)
August 22, 1999 these bonds were privately placed to the extent of 70% and
publicly subscribed to the extent of 30%. The provisions of the bonds include
the following:

<TABLE>
<S>                                         <C>

TYPE OF ISSUANCE:                           L.E. par value with fixed interest rate,
                                            marketable but non-convertible into shares and
                                            rank second after repayment of long-term
                                            loans.

INTEREST RATE:                              Fixed interest rate of 12.25% per annum due
                                            every six months.

ISSUE PRICE:                                At face value of L.E. 100 for each bond.

TERM:                                       Eight years from issuance on August 22, 1999.

PAYMENT:                                    The bonds will be paid in one installment at
                                            the end of the term. The Company has the right
                                            to repay the bonds before maturity.
</TABLE>

NOTE 14--CAPITAL

    The Company's authorized capital amounts to L.E. 2,500,000 divided into
250,000 shares of nominal value L.E. 10 each. The Company's issued and paid
capital amounts to L.E. 250,000 divided into 25,000 shares held in percentage
terms as follows:

<TABLE>
<S>                                                     <C>
France Telecom........................................    46.1%
Orascom Telecom.......................................    18.6%
Motorola..............................................    35.3%
                                                         -----
                                                         100.0%
                                                         =====
</TABLE>

    The Company is in the process of increasing its share capital to
L.E. 510,000,000 through the conversion of its shareholders' loans.

NOTE 15--INCOME TAXES

    Mobinil and its subsidiaries are taxed separately without any group relief
under Egyptian tax rules.

                                     F-9-21
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 15--INCOME TAXES (CONTINUED)
    Mobinil, as a holding company, with no operations, has, as yet, no revenues
in the form of dividends and only minimal expenses, and, accordingly, has no
taxable income.

    ECMS benefits from a five year tax holiday until December 31, 2003.

    Upon becoming taxable, the financial statement carrying values of all assets
and liabilities of ECMS will be deemed to be the same for tax purposes, so no
temporary differences will need to be recognized for deferred tax purposes.

NOTE 16--RELATED PARTY TRANSACTIONS

    During the period May 5, 1998 to December 31, 1998 and for the year ended
December 31, 1999, the Company purchased cell site equipment, civil works,
technical assistance, computer equipment and advertising from related party
shareholders on an arms length basis as follows:

<TABLE>
<CAPTION>
                                               1998       1999
                                               ----       ----
                                               L.E.       L.E.
                                               ----       ----
<S>                                          <C>        <C>
France Telecom--technical assistance.......   14,017     31,355
Orascom Telecom--computer equipment........   29,838     27,960
Motorola--cell site equipment..............  132,374    203,879
El Ahram Company--advertising..............    7,406      7,692
</TABLE>

NOTE 17--FINANCIAL INSTRUMENTS AND DERIVATIVES

    The fair values of the Company's monetary assets and liabilities at
December 31, 1998 and 1999 are deemed to approximate their carrying values, as
market conditions in terms of interest rate and risk have been relatively stable
for the periods from their initial recognition until year end.

    In connection with the refinancing of the bridging loans facility by a new
secured long-term credit facility as described under note 11, a tranche of
$170 million repayable in U.S. dollars was replaced by a tranche repayable in
Egyptian Pounds. To fund this U.S. dollar repayment, $68 million was financed
internally and $102 million was financed externally through five swap contracts
with three banks for periods

                                     F-9-22
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 17--FINANCIAL INSTRUMENTS AND DERIVATIVES (CONTINUED)
between six and twelve months as detailed below with related fair values at
December 31, 1999:

<TABLE>
<CAPTION>
                                      SWAP        US$        SWAP       SWAP       FAIR
DATE                                 PERIOD      AMOUNT      RATE      VALUE      VALUE
----                               ----------   --------   --------   --------   --------
<S>                                <C>          <C>        <C>        <C>        <C>
September 21, 1999...............  12 months     20,000     3.4998     69,996     68,400
November 30, 1999................  6 months      10,000     3.4730     34,730     34,200
November 30, 1999................  9 months      10,000     3.5010     35,010     34,200
November 30, 1999................  12 months     21,000     3.6691     77,051     71,820
November 30, 1999................  12 months     41,000     3.4921    143,136    140,220
</TABLE>

NOTE 18-- RECONCILIATION BETWEEN INTERNATIONAL ACCOUNTING STANDARDS AND
         ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES

    There are two main areas of difference between the reporting of the
Company's transactions in accordance with international accounting standards and
accounting principles generally accepted in the United States.

    The Company defers and amortizes its pre-operating costs and capital
increase expenses over five years as opposed to charging them directly to income
as they arise. In addition, the Company directly recognizes in income connection
fees paid upfront by new subscribers as opposed to deferring them as income to
be amortized over four years, the estimated average customer retention period.

    The effects of these differences on net income for the period May 5 to
December 31, 1998 and the year ended December 31, 1999, and on stockholders'

                                     F-9-23
<PAGE>
                         MOBINIL FOR TELECOMMUNICATION
                         (EGYPTIAN JOINT STOCK COMPANY)

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

             IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS
                   FOR THE PERIOD MAY 5 TO DECEMBER 31, 1998
                      AND THE YEAR ENDED DECEMBER 31, 1999
              (IN THOUSANDS OF EGYPTIAN POUNDS EXCEPT SHARE DATA)

NOTE 18-- RECONCILIATION BETWEEN INTERNATIONAL ACCOUNTING STANDARDS AND
         ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES
         (CONTINUED)
equity (deficit) at December 31, 1998 and 1999, as shown in the consolidated
financial statements are as follows:

<TABLE>
<CAPTION>
                                                              1998       1999
                                                              L.E.       L.E.
                                                            --------   --------
<S>                                                         <C>        <C>
Net income (loss) as shown in the consolidated financial
  statements..............................................   (83,338)    65,286
Description of items having the effect of increasing
  reporting income:
  Amortization of pre-operating costs and capital increase
    expenses..............................................                2,781
Description of items having the effect of decreasing
  reporting income:
  Write off of deferred balances of pre-operating costs
    and capital increase expenses.........................   (11,836)      (280)
Deferral of connection fee revenue........................   (41,627)  (136,915)
                                                            --------   --------
Net loss in accordance with accounting principles
  generally accepted in the United States.................  (136,801)   (69,128)
                                                            ========   ========

Shareholders' equity (deficit) as shown in the
  consolidated financial statements.......................   (83,088)   (17,802)
Description of items having the effect of decreasing
  equity:
  Write-off of deferred balance of pre-operating costs and
    capital increase expenses.............................   (11,836)    (9,335)
  Deferral of connection fee revenue......................   (41,627)  (178,542)
                                                            --------   --------
Shareholders' equity (deficit) according to generally
  accepted accounting principles in the United States.....  (136,551)  (205,679)
                                                            ========   ========
</TABLE>

                                     F-9-24
<PAGE>
                                  UAB OMNITEL

                           December 31, 1998 and 1999
                  (With Independent Auditors' Report Thereon)

                                     F-10-1
<PAGE>
                                  UAB OMNITEL
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1999
                                    CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                           <C>
Independent Auditors' Report................................   F-10-3
Balance Sheets..............................................   F-10-4
Statements of Income........................................   F-10-5
Statements of Changes in Stockholders' Equity and
  Comprehensive Income......................................   F-10-6
Statements of Cash Flows....................................   F-10-7
Notes to the Financial Statements...........................   F-10-9
</TABLE>


                                     F-10-2
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of UAB Omnitel

    We have audited the accompanying balance sheets of UAB Omnitel as of
December 31, 1998 and 1999, and the related statements of income, stockholders'
equity and comprehensive income and cash flows for the years ended December 31,
1997, 1998 and 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of UAB Omnitel as of
December 31, 1998 and 1999, and the results of its operations and its cash flows
for the years ended December 31, 1997, 1998 and 1999 in conformity with
accounting principles generally accepted in the United States of America.

Vilnius Lithuania,
April 9, 2000
KPMG Lietuva

<TABLE>
<S>                                    <C>
Leif Rene Hansen
Danish State Authorised
Public Accountant
</TABLE>

                                     F-10-3
<PAGE>
                                  UAB OMNITEL

                                 BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1999

                       (IN THOUSANDS OF LITHUANIAN LITAS)

<TABLE>
<CAPTION>
                                                                                       CONVENIENCE
                                                                                       TRANSLATION
                                                                                        (NOTE 1J)
                                                                                       -----------
        NOTE                                                       1998       1999        1999
        ----                                                       ----       ----        ----
                                                                                       (UNAUDITED)
                                                                                          US $
                                                                                         (000S)
<C>                     <S>                                      <C>        <C>        <C>
                        ASSETS
                        Current assets
          2             Cash at bank and in hand...............   19,905     75,750     $ 18,938
          3             Accounts receivable, net...............   31,258     24,178        6,044
          4             Inventory, net.........................   15,235      5,328        1,332
          5             Other current assets...................    6,836      3,395          849
                                                                 -------    -------     --------
                        Total current assets...................   73,234    108,651       27,163
                                                                 -------    -------     --------

          6             Property, plant and equipment, net.....  317,578    318,894       79,724
                        Other long-term assets.................       --        207           51
                                                                 -------    -------     --------
                                                                 390,812    427,752     $106,938
                                                                 =======    =======     ========
                        LIABILITIES AND STOCKHOLDERS' EQUITY
                        Current liabilities
          7             Current installments of long-term
                          debt.................................   99,376     30,555     $  7,638
                        Interest payable.......................    4,575      1,198          300
                        Accounts payable.......................   24,534     20,529        5,132
                        Taxes and duties payable...............    2,199     10,545        2,636
          8             Other current liabilities..............    4,365      8,298        2,075
                                                                 -------    -------     --------
                        Total current liabilities..............  135,049     71,125       17,781

          7             Long-term debt, excluding current
                          installments.........................  116,534     86,176       21,544
          9             Other liabilities......................       --      1,085          271
                                                                 -------    -------     --------
                        Total liabilities......................  251,583    158,386       39,596
                                                                 -------    -------     --------
                        STOCKHOLDERS' EQUITY
         10             Common stock...........................   39,689     39,689        9,922
                        Additional capital.....................   16,031     16,031        4,008
         10             Retained earnings......................   83,509    213,646       53,412
                                                                 -------    -------     --------
                        Total stockholders' equity.............  139,229    269,366       67,342
                                                                 -------    -------     --------
         11             Commitments and contingencies..........       --         --           --
                                                                 -------    -------     --------
                                                                 390,812    427,752     $106,938
                                                                 =======    =======     ========
</TABLE>

              See accompanying notes to the financial statements.

                                     F-10-4
<PAGE>
                                  UAB OMNITEL

                              STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                             CONVENIENCE
                                                                                             TRANSLATION
                                                                                              (NOTE 1J)
                                                                                             -----------
        NOTE                                                  1997       1998       1999        1999
        ----                                                  ----       ----       ----        ----
                                                                                             (UNAUDITED)
                                                                                                US $
                                                                                               (000S)
<C>                     <S>                                 <C>        <C>        <C>        <C>
         12             Net sales.........................  201,510     366,631   354,513     $ 88,628
         13             Cost of sales, products and
                          equipment.......................  (95,486)   (149,839)  (89,531)     (22,382)
                                                            -------    --------   -------     --------
                        Gross profit......................  106,024     216,792   264,982       66,246

         14             Selling, general and
                          administrative expenses.........  (64,908)    (98,119)  (75,043)     (18,761)
                        Depreciation......................  (19,030)    (29,846)  (39,626)      (9,907)
                                                            -------    --------   -------     --------
                        Operating income..................   22,086      88,827   150,313       37,578

         15             Interest expense, net.............   (7,875)    (14,635)  (11,064)      (2,766)
         16             Other income (expense), net.......    1,312        (667)      164           41
                                                            -------    --------   -------     --------
                        Income before income taxes........   15,523      73,525   139,413       34,853
         17             Income taxes......................        0           0    (9,276)      (2,319)
                                                            -------    --------   -------     --------
                        Net income........................   15,523      73,525   130,137     $ 32,534
                                                            =======    ========   =======     ========

         18             Basic earnings per share..........     0.39        1.85      3.28     $   0.82
                                                            =======    ========   =======     ========
</TABLE>

              See accompanying notes to the financial statements.

                                     F-10-5
<PAGE>
                                  UAB OMNITEL

     STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

                  YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                       (IN THOUSANDS OF LITHUANIAN LITAS)

<TABLE>
<CAPTION>
                                                                                  TOTAL
                                            COMMON    ADDITIONAL   RETAINED   STOCKHOLDERS'
                                            STOCK      CAPITAL     EARNINGS      EQUITY
                                            -----      -------     --------      ------
<S>                                        <C>        <C>          <C>        <C>
Balances at December 31, 1996............   35,720          --       (5,539)      30,181
                                                                                 -------

  Net income.............................                            15,523       15,523
                                                                                 -------

Comprehensive income.....................                                         15,523
                                                                                 -------

  Issuance of stock......................    3,969      16,031                    20,000
                                            ------      ------     --------      -------

Balances at December 31, 1997............   39,689      16,031        9,984       65,704
                                                                                 -------

  Net income.............................                            73,525       73,525
                                                                                 -------

Comprehensive income.....................                                         73,525
                                            ------      ------     --------      -------

Balances at December 31, 1998............   39,689      16,031       83,509      139,229
                                                                                 -------

  Net income.............................                           130,137      130,137
                                                                                 -------

Comprehensive income.....................                                        130,137
                                            ------      ------     --------      -------

Balances at December 31, 1999............   39,689      16,031      213,646      269,366
                                            ======      ======     ========      =======
</TABLE>

<TABLE>
<CAPTION>
                                                               (UNAUDITED)
                                                                   US $
                                                                 (000'S)
CONVENIENCE TRANSLATION (NOTE 1J)                                -------
<S>                                                           <C>
Balances at December 31, 1998...............................     $34,807

Net income..................................................      32,534

Comprehensive income........................................      32,534
                                                                 -------

Balances at December 31, 1999...............................     $67,341
                                                                 =======
</TABLE>

                                     F-10-6
<PAGE>
                                  UAB OMNITEL

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                       (IN THOUSANDS OF LITHUANIAN LITAS)

<TABLE>
<CAPTION>
                                                                           CONVENIENCE
                                                                           TRANSLATION
                                                                            (NOTE 1J)
                                                                           -----------
                                            1997       1998       1999        1999
                                            ----       ----       ----        ----
                                                                           (UNAUDITED)
                                                                              US $
                                                                             (000S)
<S>                                       <C>        <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME..............................    15,523     73,525    130,137      32,534
ADJUSTMENTS TO RECONCILE NET INCOME TO
  NET CASH PROVIDED BY OPERATING
  ACTIVITIES:
Depreciation............................    19,030     29,846     39,626       9,906
Provision for bad and doubtful accounts
  receivable............................     2,911      4,547     (4,997)     (1,249)
Provision for slow moving and obsolete
  items on stock........................       230        778       (660)       (165)
Provision for warranties................        --         --        171          43
Deferred income tax provision...........        --         --        914         229
Decrease (increase) in accounts
  receivable............................   (26,725)      (242)    12,077       3,019
Decrease (increase) in inventory........    (3,377)    (8,097)    10,567       2,642
Decrease (increase) in other current
  assets................................    (5,401)     1,559      3,441         860
Increase in other long-term assets......        --         --       (207)        (52)
Increase (decrease) in interest
  payable...............................       269      2,904     (3,377)       (844)
Increase (decrease) in accounts
  payable...............................     2,533    (22,873)    (4,005)      (1001)
Increase in taxes and duties payable....       678        788      8,346       2,087
Increase in other liabilities...........       716      1,352      3,933         983
                                          --------   --------   --------     -------
NET CASH PROVIDED BY OPERATING
  ACTIVITIES............................     6,387     84,087    195,966      48,992
                                          --------   --------   --------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of long term assets.........   (97,457)  (133,761)   (41,082)    (10,271)
Proceeds from disposals of fixed
  assets................................       180      2,269        140          35
                                          --------   --------   --------     -------
NET CASH USED IN INVESTING ACTIVITIES...   (97,277)  (131,492)   (40,942)    (10,236)
                                          --------   --------   --------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common
  stock.................................    20,000         --         --          --
Proceeds from issuance of long-term
  debt..................................   135,457    111,241      6,277       1,569
Principal payments on long-term debt....   (57,200)   (60,345)  (104,934)    (26,233)
Net changes in leasing obligations......       464        629       (522)       (131)
                                          --------   --------   --------     -------
NET CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES............................    98,721     51,525    (99,179)    (24,795)
                                          --------   --------   --------     -------
</TABLE>

                                     F-10-7
<PAGE>
                                  UAB OMNITEL

                      STATEMENTS OF CASH FLOWS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                       (IN THOUSANDS OF LITHUANIAN LITAS)

<TABLE>
<CAPTION>
                                                                           CONVENIENCE
                                                                           TRANSLATION
                                                                            (NOTE 1J)
                                                                           -----------
                                            1997       1998       1999        1999
                                            ----       ----       ----        ----
                                                                           (UNAUDITED)
                                                                              US $
                                                                             (000S)
<S>                                       <C>        <C>        <C>        <C>
NET INCREASE IN CASH AND CASH
  EQUIVALENTS...........................     7,831      4,120     55,845      13,961
Cash and cash equivalents at the
  beginning of the year.................     7,954     15,785     19,905       4,977
                                          --------   --------   --------     -------
CASH AND CASH EQUIVALENTS AT THE END OF
  THE YEAR..............................    15,785     19,905     75,750      18,938
                                          ========   ========   ========     =======
</TABLE>

The Company paid tLitas 7,880, 11,973 and 16,011 for interest and no income
taxes in 1997, 1998 and 1999 respectively.

              See accompanying notes to the financial statements.

                                     F-10-8
<PAGE>
                                  UAB OMNITEL

                         NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 1-- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(A) DESCRIPTION OF BUSINESS

        The Company was formed on March 16, 1995 and operates its own cellular
    telecommunications network in Lithuania under 10 year licenses subsequently
    granted in 1997 and 1998. It sells airtime, both on a postpaid and prepaid
    basis, and telephone handsets to subscriber customers, mainly for mobile and
    internet usage.

(B) ACCOUNTS RECEIVABLE

        Accounts receivable are carried at cost less an allowance for doubtful
    accounts based on specific balances and general experience.

(C) INVENTORIES

        Inventories are stated at the lower cost or market price using the
    first-in, first-out method, less an allowance for slow moving items.

(D) PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment are stated at cost less accumulated
    depreciation or at an impairment value, where lower for reasons not
    considered temporary. Depreciation is provided on a straight-line basis over
    the expected useful lives of the assets.

        The expected useful lives are as follows:

<TABLE>
<S>                                                  <C>
Buildings..........................................   40 years
Telecommunication and other equipment..............    7 years
Satellite station, GSM.............................   10 years
Office equipment and cars..........................    5 years
License............................................   10 years
Software...........................................  1-5 years
</TABLE>

        Tangible fixed assets with a cost of less than tLitas 3 and with a
    useful life shorter than one year are charged to income in the year of
    acquisition.

                                     F-10-9
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 1-- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
(E) WARRANTY PROVISION

        The Company provides customers with a one year warranty period under
    which it undertakes to replace or repair defective telephones.

        A warranty provision is calculated based on the ratio of estimated
    repair costs in relation to the current sales volume.

(F) REVENUE RECOGNITION

        Revenue from airtime is recognized based on actual and accrued billings
    for usage by post-paid subscribers, and deferred and recognized based on
    usage by pre-paid customers. There are no connection fees. Equipment sales
    are recorded at the time of delivery of the mobile telephones.

(G) INCOME TAXES

        Income taxes are accounted for under the asset and liability method.
    Deferred tax assets and liabilities are recognized for the future tax
    consequences attributable to differences between the financial statement
    carrying amounts of existing assets and liabilities and their respective tax
    bases and operating loss and tax credit carry-forwards. Deferred tax assets
    and liabilities are measured using tax rates expected to apply to taxable
    income in the years in which those temporary differences are expected to be
    recovered or settled. The effect on deferred tax assets and liabilities of a
    change in tax rates is recognized in income in the period that includes the
    enactment date.

(H) FOREIGN CURRENCY TRANSLATION

        Transactions denominated in foreign currencies are translated into Litas
    at the exchange rates ruling at the transaction date.

        Balances denominated in foreign currencies are translated into Litas at
    the exchange rates ruling at year end. Realised and unrealised foreign
    currency exchange gains and losses are recognised in income.

(I)  USE OF ESTIMATES

        Management of the Company has made a number of estimates and assumptions
    relating to the reporting of assets and liabilities and the disclosure of

                                    F-10-10
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 1-- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)
    contingent assets and liabilities to prepare these financial statements in
    conformity with accounting principles generally accepted in the United
    States. Actual results could differ from these estimates.

(J)  CONVENIENCE TRANSLATION

        For convenience, the Lithuanian Litas amounts presented in the Company's
    financial statements at December 31, 1999 and for the year then ended have
    also been presented in U.S. dollars using the applicable exchange rate at
    December 31, 1999 [U.S. $1=4 Lithuanian Litas]. The dollar amounts in the
    financial statements should not be construed as representing amounts
    convertible into dollars, unless otherwise indicated in the notes to the
    financial statements.

NOTE 2--CASH AT BANK AND IN HAND

    The use of cash accounts to the extent of tLitas 5,103 with Citibank is
restricted to the repayment of the loan from the Overseas Private Investment
Corporation of tLitas 80,160. The Debt Service Escrow Account (special account
with Citibank) is fully funded in accordance with the requirements of the Second
Restated and Amended Loan Agreement.

NOTE 3--ACCOUNTS RECEIVABLE

<TABLE>
<CAPTION>
                                                              1998       1999
                                                              ----       ----
<C>  <S>                                                    <C>        <C>
     Customer receivables.................................    38,986     26,909
     Allowance for bad and doubtful receivables...........    (7,728)    (2,731)
                                                            --------   --------
     Accounts receivable, net.............................    31,258     24,178
                                                            ========   ========
</TABLE>

                                    F-10-11
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 3--ACCOUNTS RECEIVABLE (CONTINUED)
    The activity in the allowance for bad and doubtful receivables for the years
ended December 31, 1997, 1998 and 1999 follows:

<TABLE>
<CAPTION>
                                                         1997       1998       1999
                                                         ----       ----       ----
  <C>  <S>                                             <C>        <C>        <C>
       Allowance for bad and doubtful receivables at
         beginning of the year.......................       270      3,181      7,728
       Additions charged to bad debt expense.........     7,132     17,418      7,342
       Write-downs charged against the allowance.....    (4,221)   (12,871)   (12,339)
                                                       --------   --------   --------
       Allowance for bad and doubtful receivables at
         end of the year.............................     3,181      7,728      2,731
                                                       ========   ========   ========
</TABLE>

NOTE 4--INVENTORY

<TABLE>
<CAPTION>
                                                              1998       1999
                                                              ----       ----
<C>  <S>                                                    <C>        <C>
     Goods for resale.....................................    16,688      5,465
     Materials and spare parts............................        10        581
     Other................................................       137        222
                                                            --------   --------
                                                              16,835      6,268
     Less allowance for slow moving and obsolete items....    (1,600)      (940)
                                                            --------   --------
     Inventory, net.......................................    15,235      5,328
                                                            ========   ========
</TABLE>

NOTE 5--OTHER CURRENT ASSETS

<TABLE>
<CAPTION>
                                                              1998       1999
                                                              ----       ----
<C>  <S>                                                    <C>        <C>
     Other receivables....................................     1,344        522
     Advances to suppliers................................     2,038      1,319
     Prepaid expenses.....................................     3,454      1,554
                                                            --------   --------
                                                               6,836      3,395
                                                            ========   ========
</TABLE>

                                    F-10-12
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 6--PROPERTY PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                                                      LICENSE
                        LAND AND       GSM                   OTHER     CONSTRUCTION     AND
                        BUILDINGS   EQUIPMENT   VEHICLES   EQUIPMENT   IN PROGRESS    SOFTWARE    TOTAL
                        ---------   ---------   --------   ---------   -----------    --------    -----
<S>                     <C>         <C>         <C>        <C>         <C>            <C>        <C>
Cost at January 1,
  1999................   12,320      282,179      2,509      39,245        42,660       3,084     381,997
Additions during the
  year................       12                     788       5,402        34,103         777      41,082
Transfers in (out)....       95       59,230                              (59,325)                     --
Disposals.............                   (90)                   (38)                      (53)       (181)
                         ------      -------     ------     -------       -------      ------    --------
Cost at December 31,
  1999................   12,427      341,319      3,297      44,609        17,438       3,808     422,898
                         ------      -------     ------     -------       -------      ------    --------
Accumulated
  depreciation at
  January 1, 1999.....     (570)     (49,088)      (634)    (13,433)           --        (694)    (64,419)
Depreciation during
  the year............     (429)     (30,941)      (437)     (6,957)           --        (862)    (39,626)
Depreciation on
  disposals...........                    22                      4            --          15          41
                         ------      -------     ------     -------       -------      ------    --------
Accumulated
  depreciation at
  December 31, 1999...     (999)     (80,007)    (1,071)    (20,386)           --      (1,541)   (104,004)
                         ------      -------     ------     -------       -------      ------    --------
Net book value at
  December 31, 1999...   11,428      261,312      2,226      24,223        17,438       2,267     318,894
                         ======      =======     ======     =======       =======      ======    ========
Net book value at
  December 31, 1998...   11,749      233,091      1,876      25,812        42,660       2,390     317,578
                         ======      =======     ======     =======       =======      ======    ========
</TABLE>

NOTE 7--LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                1998       1999
                                                                ----       ----
<S>  <C>                                                      <C>        <C>
     Interest bearing loans.................................  147,757    116,160
     Bills of exchange......................................   67,060         --
     Leasing obligations....................................    1,093        571
                                                              -------    -------
                                                              215,910    116,731
     Less--current installments.............................  (99,376)   (30,555)
                                                              -------    -------
                                                              116,534     86,176
                                                              =======    =======
</TABLE>

                                    F-10-13
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 7--LONG-TERM DEBT (CONTINUED)
    Interest bearing loans consist of the following:

<TABLE>
<CAPTION>
                                                                OUTSTANDING    OUTSTANDING
                                                   INTEREST     DECEMBER 31,   DECEMBER 31,
                                       CURRENCY      RATE           1998           1999
                                       --------      ----           ----           ----
<S>  <C>                               <C>        <C>           <C>            <C>
     Overseas Private
     Investment Corporation
     (OPIC) (secured loan)...........    USD           7.63%       12,000         12,000
     Overseas Private                    USD           8.30%       85,200         68,160
     Investment Corporation
     (OPIC) (secured loan)...........
     Merita Bank (secured loan)......    USD      6 months         36,000         36,000
                                                  LIBOR plus
                                                  variable
                                                  margin
     Merita Bank (secured loan)......    USD           7.53%       11,520             --
     Siemens.........................    DEM           6.50%        3,037             --
                                                                  -------        -------
     Total interest bearing loans....                             147,757        116,160
                                                                  =======        =======
</TABLE>

    Terms of repayment of loans to Overseas Private Investment Corporation and
Merita Bank to be paid back in USD:

<TABLE>
<CAPTION>
                                       2000       2001       2002       2003      TOTAL
                                       ----       ----       ----       ----      -----
<S>  <C>                             <C>        <C>        <C>        <C>        <C>
     OPIC..........................   17,040     17,040     17,040     17,040     68,160
     OPIC..........................    4,000      4,000      4,000                12,000
     Merita Bank...................    9,000      9,000     18,000                36,000
                                     -------    -------    -------    -------    -------
                                      30,040     30,040     39,040     17,040    116,160
                                     =======    =======    =======    =======    =======
</TABLE>

    Under the loan agreement with the Overseas Private Investment Corporation
amounting to tLitas 80,160, the Company pledges all its assets with the book
value of tLitas 427,752 as at December 31, 1999, including any related insurance
payments, but excluding a GSM station carried at tLitas 1,301 pledged to a bank
for a customs guarantee.

                                    F-10-14
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 8--OTHER CURRENT LIABILITIES

<TABLE>
<CAPTION>
                                                                1998       1999
                                                                ----       ----
<S>  <C>                                                      <C>        <C>
     Advances received......................................    3,147      1,808
     Other payables.........................................    1,218      6,490
                                                              -------    -------
                                                                4,365      8,298
                                                              =======    =======
</TABLE>

NOTE 9--OTHER LIABILITIES

<TABLE>
<CAPTION>
                                                                1998       1999
                                                                ----       ----
<S>  <C>                                                      <C>        <C>
     Warranty provision.....................................       --        171
     Deferred taxes.........................................       --        914
                                                              -------    -------
                                                                   --      1,085
                                                              =======    =======
</TABLE>

NOTE 10--COMMON STOCK AND RETAINED EARNINGS

    At December 31, 1996 common stock comprises 35,720,000 shares of Litas 1
(one). 3,968,889 additional shares were issued during 1997, so that 39,688,889
shares are issued and outstanding at December 31, 1999. No shares have special
rights.

    The members of the Board have the following nominal shareholdings in the
Company, based on the common stock of tLitas 39,689:

<TABLE>
<CAPTION>
                                                                       PER CENT OF
                                                                           THE
                                                                          SHARE
                                                            SHARES       CAPITAL
                                                            ------       -------
<S>                                                       <C>          <C>
Viktoras Gediminas Gruodis..............................   1,230,094       3.1%
Amber Mobile Teleholding AB represented by:
Aimo Olkkonen...........................................  21,828,889      55.0%
Motorola Lithuania Telecom, Inc. represented by:
Kyle Spainhour..........................................  13,891,111      35.0%
</TABLE>

    Included in retained earnings is an amount of tLitas 167 not available for
distribution as required under Lithuanian Company Law.

NOTE 11--COMMITMENTS AND CONTINGENCIES

    According to the purchase orders made in 1999, the Company has an obligation
of tLitas 8,514 to acquire equipment and telephones. The value of the obligation
is based on the exchange rate at December 31, 1999.

                                    F-10-15
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 11--COMMITMENTS AND CONTINGENCIES (CONTINUED)
    Vilniaus Bankas has issued a guarantee of tLitas 1,500 in favour of Omnitel
for the customs clearance procedures. The collateral for the guarantee is a
pledge of a GSM station with a book value of tLitas 1,301.

    Omnitel signed rent agreements for land and buildings with a maturity
varying from one to ten years, under non-cancelable operating leases, for which
the future minimum lease payments as of December 31, 1999 are as follows (in
tLitas):

<TABLE>
<CAPTION>
YEAR                                                  AMOUNT
----                                                  ------
<S>                                                  <C>
2000...............................................    2,432
2001...............................................    1,708
2002...............................................    1,573
2003...............................................    1,353
2004...............................................    1,213
Due after 5 years..................................    3,553
                                                      ------
                                                      11,832
                                                      ======
</TABLE>

Total rent expenses associated with the above leases for the years ended
December 31, 1997, 1998 and 1999 was tLitas 1,066, tLitas 2,337 and tLitas 2,851
respectively.

NOTE 12--SALES AND SERVICE REVENUES

<TABLE>
<CAPTION>
                                                        1997       1998       1999
                                                        ----       ----       ----
<S>  <C>                                              <C>        <C>        <C>
     GSM and other unit sales.......................   37,187     40,270     21,912
     GSM service revenue............................  153,513    312,460    320,817
     Data service revenue...........................    5,615      8,233     10,061
     Other service revenue*.........................    5,195      5,668      1,723
                                                      -------    -------    -------
                                                      201,510    366,631    354,513
                                                      =======    =======    =======
</TABLE>

    * In 1999 the Company ceased its operations related to segment
administration and sold the business to France Telecom.

                                    F-10-16
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 13--COST OF SALES, PRODUCTS AND EQUIPMENT

<TABLE>
<CAPTION>
                                                        1997       1998       1999
                                                        ----       ----       ----
<S>  <C>                                              <C>        <C>        <C>
     GSM unit costs and price protection............   68,352     94,618     30,375
     Interconnect and roaming expenses..............   21,908     40,320     41,251
     Internet and data network expenses.............    2,037      3,909      4,649
     Intelsat expenses..............................    1,217      1,951      2,453
     Frequency channels expenses....................    1,972      4,222      4,544
     Software maintenance expenses..................       --      4,819      6,259
                                                      -------    -------    -------
                                                       95,486    149,839     89,531
                                                      =======    =======    =======
</TABLE>

NOTE 14--SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

<TABLE>
<CAPTION>
                                                          1997       1998       1999
                                                          ----       ----       ----
<S>  <C>                                                <C>        <C>        <C>
     Sales commissions................................   27,026     27,894      6,955
     Airtime commissions..............................    2,186      5,337      5,382
     Advertising expenses.............................    6,612      8,302      7,630
     Salaries, social security costs and bonuses......   10,676     19,615     24,064
     Office expenses..................................    2,599      3,776      4,579
     Billing expenses.................................    1,083      2,111      2,608
     Bank charges and insurance.......................    1,382      2,243      2,383
     Operating taxes and charges......................    1,319      2,811      6,419
     Travelling and training expenses.................      937      1,411      1,311
     Bad debt costs...................................    7,132     17,418      7,342
     Other expenses...................................    3,956      7,201      6,370
                                                         ------     ------     ------
                                                         64,908     98,119     75,043
                                                         ======     ======     ======
</TABLE>

NOTE 15--INTEREST EXPENSE, NET

<TABLE>
<CAPTION>
                                                          1997       1998       1999
                                                          ----       ----       ----
<S>  <C>                                                <C>        <C>        <C>
     Interest expense for long-term debt..............      795      7,854      7,739
     Interest expense for short-term financing........    7,354      7,023      4,895
     Interest income..................................     (274)      (242)    (1,570)
                                                         ------     ------     ------
                                                          7,875     14,635     11,064
                                                         ======     ======     ======
</TABLE>

                                    F-10-17
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 16--OTHER INCOME (EXPENSE), NET

<TABLE>
<CAPTION>
                                                          1997       1998       1999
                                                          ----       ----       ----
<S>  <C>                                                <C>        <C>        <C>
     Currency exchange gain (loss), net...............      305       (624)       405
     Other income (expense), net......................    1,007        (43)      (241)
                                                         ------     ------     ------
                                                          1,312       (667)       164
                                                         ======     ======     ======
</TABLE>

NOTE 17--INCOME TAXES

    The Company benefits from tax holidays under Article 8 of the Law on
Profit Tax.

    Under this law, the Company was totally exempt for five years from
Lithuanian income taxes until June 30, 1999, and after this date is only subject
to income taxes at half the regular rate of tax for three years until June 30,
2002. Thereafter, it is subject to the full regular rate.

    Actual and deferred taxes have been provided as from July 1, 1999. At that
date, the financial statement carrying amounts of assets and liabilities are
deemed by the fiscal authorities to be the same as their tax bases. In
particular the written down values of property, plant and equipment have been
historically depreciated at rates allowed for tax purposes, and, accordingly,
there are no temporary differences for tax deferral recognition prior to
July 1, 1999.

    Income taxes charged for 1999, but only based on the results of the period
from July 1 to December 31, 1999 consist of the following:

<TABLE>
<CAPTION>
                                                          1999
                                                          ----
<S>                                                     <C>
Income tax............................................   8,362
Deferred tax..........................................     914
                                                         -----
                                                         9,276
                                                         =====
</TABLE>

    Income tax is based on income before income taxes of tLitas 66,406, adjusted
for permanent differences and special allowances to produce a taxable income of
tLitas 57,672 to which a rate of 14.5% is applied, being half the regular rate
of 29% applicable to 1999.

    Temporary differences arise on certain current assets and liabilities, which
are recovered or settled within short periods of one to six months. With the
introduction of 100% first year depreciation for tax purposes in 1999,
significant temporary

                                    F-10-18
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 17--INCOME TAXES (CONTINUED)
differences arise on property, plant and equipment, which for financial
statement purposes continue to be depreciated over their respective useful
lives, in some cases extending to 2006.

    Due to a new regular rate of tax of 24% being enacted for 2000 and beyond,
until further notice, half of this rate has been applied to temporary
differences expected to be eliminated up to June 30, 2002 and the full rate
thereafter.

    The tax effects of temporary differences that give rise to deferred tax
assets and liabilities are presented below:

<TABLE>
<S>                                                     <C>
Deferred tax asset:

Accrued products and services.........................     112
Accrued holiday reserve...............................     214
Accrued bonuses and related social security taxes.....     144
Accrued income for prepaid services...................     366
Allowance for inventory items.........................     133
                                                         -----
Total gross deferred tax assets.......................     969
                                                         -----

Deferred tax liability:

Accrued receivable....................................      21
Depreciation..........................................   1,862
                                                         -----
Total gross deferred tax liabilities..................   1,883
                                                         -----
Net deferred tax liability............................     914
                                                         =====
</TABLE>

NOTE 18--EARNINGS PER SHARE

    The calculation of earnings per share is based on:

    - net income for the year attributable to ordinary shareholders of tLitas
      130,137 (1998: tLitas 73,525, 1997: tLitas 15,523); and

    - weighted average number of ordinary shares outstanding during the year of
      39,688,889 shares (1998 and 1997: 39,688,889 shares).

    The Company has no dilutive potential ordinary shares and therefore the
diluted earnings per share are the same as basic earnings per share.

                                    F-10-19
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 19--RELATED PARTY TRANSACTIONS

    UAB Omnitel has a related party relationship with Amber Mobile Teleholding
AB, owned by Sonera and Telia and other shareholders.

    UAB Omnitel has purchased and sold goods and services from the following
related parties:

<TABLE>
<CAPTION>
                                      1997                   1998                   1999
                              --------------------   --------------------   --------------------
                              PURCHASES    SALES     PURCHASES    SALES     PURCHASES    SALES
                              ---------    -----     ---------    -----     ---------    -----
<S>                           <C>         <C>        <C>         <C>        <C>         <C>
Telia AB and its
 subsidiaries and
 associates.................       84        575         113      1,218       2,786      1,384
Sonera Corporation and its
 subsidiaries and
 associates.................       53        808          85      1,755         224      2,013
Motorola Inc., subsidiaries
 and associates.............    6,961         44      57,894      3,060      21,297          1
</TABLE>

    UAB Omnitel has the following balances due from/to related parties:

<TABLE>
<CAPTION>
                                      1997                    1998                    1999
                              ---------------------   ---------------------   ---------------------
                              RECEIVABLE   PAYABLE    RECEIVABLE   PAYABLE    RECEIVABLE   PAYABLE
                              ----------   -------    ----------   -------    ----------   -------
<S>                           <C>          <C>        <C>          <C>        <C>          <C>
Telia AB and its
 subsidiaries and
 associates.................       --           --         --           --         56         222
Sonera Corporation and its
 subsidiaries and
 associates.................       --           --         --           --        147          73
Motorola Inc., subsidiaries
 and associates.............                47,612                  47,403         --       2,567
</TABLE>

    All transactions with related companies are based on arm-length principles.

    During 1999 Directors of the Company received remuneration in the form of
salaries and bonuses amounting to tLitas 4,792.

                                    F-10-20
<PAGE>
                                  UAB OMNITEL

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1998 AND 1999

              (IN THOUSANDS OF LITHUANIAN LITAS EXCEPT SHARE DATA)

NOTE 20-- FOREIGN CURRENCY, FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVES

    At December 31, 1999, the Company held the following positions in foreign
currencies, translated at the exchange rates ruling at the balance sheet date:

<TABLE>
<CAPTION>
                                                                                           OTHER
                                     USD        DEM        EUR        SDR        GBP      CURRENCY
                                     ---        ---        ---        ---        ---      --------
<S>                                <C>        <C>        <C>        <C>        <C>        <C>
Prepayments......................        50        71                              13         14
Accounts receivable..............       519                           3,556        --         --
Cash at bank and in hand.........    72,783         6        35          --        --          7
Deferred expenses................        32
Long-term debt...................   (86,120)       --       (33)         --        --         --
Short-term debt..................   (30,040)       --      (164)         --        --         --
Interest payable.................    (1,198)
Accounts payable.................    (6,498)     (485)     (197)     (2,470)     (229)      (475)
                                   --------    ------      ----      ------      ----       ----
December 31, 1999................   (50,472)     (408)     (359)      1,086      (216)      (475)
                                   ========    ======      ====      ======      ====       ====
December 31, 1998................  (208,469)   (8,588)     (646)        294       175       (121)
                                   ========    ======      ====      ======      ====       ====
December 31, 1997................  (167,228)   (5,221)       35      (1,048)     (662)       (72)
                                   ========    ======      ====      ======      ====       ====
</TABLE>

    The fair values of the Company's financial instruments, particularly the
long-term debt, are considered to approximate the carrying values at the
respective balance sheet dates.

    The Company had no involvement in derivative financial instruments.

                                    F-10-21
<PAGE>
                            PELLA INVESTMENT COMPANY

                         (A LIMITED LIABILITY COMPANY)
                                  AMMAN-JORDAN
                       CONSOLIDATED FINANCIAL STATEMENTS
                              (IN JORDANIAN DINAR)
                           December 31, 1998 and 1999
                  (With Independent Auditors' Report Thereon)

                                     F-11-1
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

                           DECEMBER 31, 1998 AND 1999

                              (IN JORDANIAN DINAR)

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Independent Auditors' Report................................   F-11-3
Consolidated Balance Sheet..................................   F-11-4
Consolidated Statement of Income............................   F-11-6
Consolidated Statement of Changes in Shareholders' Equity...   F-11-7
Consolidated Statement of Cash Flows........................   F-11-8
Notes to Consolidated Financial Statements..................  F-11-10
</TABLE>


                                     F-11-2
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

AM/ 9149

To the Shareholders of
Pella Investment Company
Amman-Jordan

    We have audited the accompanying consolidated balance sheet of Pella
Investment Company (a limited liability company) as of December 31, 1998 and
1999, and the related consolidated statement of income, changes in shareholders'
equity and cash flows for the years ended December 31, 1997, 1998 and 1999.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

    We conducted our audit in accordance with International Standards on
Auditing, which are substantially similar to auditing standards generally
accepted in the United States of America. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statements
presentation. We believe that our audit provides a reasonable basis for
our opinion.

    In our opinion, the accompanying consolidated financial statements present
fairly, in all material respects, the financial position of Pella Investment
Company as of December 31, 1998 and 1999 and the results of its operations, and
its cash flows for the years ended December 31, 1997, 1998 and 1999 in
conformity with International Accounting Standards.

    International Accounting Standards vary in certain respects from accounting
principles generally accepted in the United States of America. In our opinion,
based on our audits, application of accounting principles generally accepted in
the United States would have affected the determination of the amount shown as
net profit for the years ended December 31, 1998 and 1999 and the total amount
of shareholders' equity as of December 31, 1998 and 1999 to the extent
summarized in Note 31 to the consolidated financial statements.

                                           Saba & Co.
                                           Member Firm of Deloitte Touche
                                           Tohmatsu

Amman-Jordan
May 11, 2000

                                     F-11-3
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

                           CONSOLIDATED BALANCE SHEET

                              (IN JORDANIAN DINAR)

<TABLE>
<CAPTION>
                                                                      CONVENIENCE
                                                                      TRANSLATION
                                                DECEMBER 31,           NOTE (3L)
                                          -------------------------   -----------
                                             1998          1999          1999
                                             ----          ----          ----
                                              JD            JD        (UNAUDITED)
                                                                         US $
                                                                        (000S)
<S>                                       <C>           <C>           <C>
ASSETS
CURRENT ASSETS:
  Cash on hand and at banks (Note 4)....   17,353,673     3,367,674         4,743
  Short-term investments (Note 5).......      250,000            --            --
  Accounts receivable--net (Note 6).....   12,473,832    16,034,985        22,585
  Inventories (Note 7)..................    1,328,453     1,240,266         1,747
  Prepaid expenses, refundable deposits
    and accrued revenue (Note 8)........      795,728     1,318,568         1,857
                                          -----------   -----------   -----------
    Total Current Assets................   32,201,686    21,961,493        30,932
                                          -----------   -----------   -----------

INTANGIBLE ASSETS:
  License fees--net (Note 9)............    5,090,948     4,621,015         6,508
  MTS compensation--net (Note 10).......    5,163,956     2,175,181         3,064
  Spectrum clearance compensation--net
    (Note 11)...........................      131,297        55,097            78
  Other intangible assets--net (Note
    12).................................      483,944       701,436           987
  Pre-operating expenses--net (Note
    13).................................      635,049       267,469           377
                                          -----------   -----------   -----------
    Total Intangible Assets.............   11,505,194     7,820,198        11,014
                                          -----------   -----------   -----------

FIXED ASSETS (NOTE 14)
  Fixed assets--at cost.................   57,403,795    79,837,015       112,446
  LESS: Accumulated depreciation........  (13,657,011)  (20,861,949)      (29,383)
                                          -----------   -----------   -----------
    Net Book Value of Fixed Assets......   43,746,784    58,975,066        83,063
                                          -----------   -----------   -----------
  Fixed Assets to be Deployed...........   13,212,910    11,665,946        16,431
                                          -----------   -----------   -----------
    TOTAL ASSETS........................  100,666,574   100,422,703       141,440
                                          ===========   ===========   ===========
</TABLE>

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

                                     F-11-4
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

                           CONSOLIDATED BALANCE SHEET

                              (IN JORDANIAN DINAR)

<TABLE>
<CAPTION>
                                                                      CONVENIENCE
                                                                      TRANSLATION
                                                DECEMBER 31,           NOTE (31)
                                          -------------------------   -----------
                                             1998          1999          1999
                                             ----          ----          ----
                                              JD            JD        (UNAUDITED)
                                                                         US $
                                                                        (000S)
<S>                                       <C>           <C>           <C>
LIABILITIES
CURRENT LIABILITIES:
  Accounts payable (Note 15)............   37,585,132    27,707,361        39,024
  Accrued expenses (Note 16)............    2,778,011       643,166           906
  Deferred revenue (Note 17)............      997,778     1,025,944         1,445
  Current portion of long-term loans
    (Note 20)...........................    4,318,313     3,564,000         5,020
                                          -----------   -----------   -----------
    Total Current Liabilities...........   45,679,234    32,940,471        46,395
                                          -----------   -----------   -----------

  Customers' Deposits (Note 18).........    6,959,739     6,725,869         9,473
                                          -----------   -----------   -----------

  Shareholders' Loans (Note 19).........    1,957,035     1,957,035         2,756
                                          -----------   -----------   -----------
  Long-term Loans (Note 20).............   16,075,563    14,339,000        20,196
                                          -----------   -----------   -----------

SHAREHOLDERS' EQUITY
  Paid-up capital.......................   21,240,000    21,240,000        29,915
  Statutory reserve.....................    1,505,291     3,419,486         4,816
  Accumulated profit....................    7,249,712    19,800,842        27,889
                                          -----------   -----------   -----------
    Total Shareholders' Equity..........   29,995,003    44,460,328        62,620
                                          -----------   -----------   -----------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY................................  100,666,574   100,422,703       141,440
                                          ===========   ===========   ===========
</TABLE>

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

                                     F-11-5
<PAGE>
                            PELLA INVESTMENT COMPANY

                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

                        CONSOLIDATED STATEMENT OF INCOME

                              (IN JORDANIAN DINAR)

<TABLE>
<CAPTION>
                                                                              CONVENIENCE
                                                                              TRANSLATION
                                        FOR THE YEAR ENDED DECEMBER 31,        NOTE (3L)
                                    ---------------------------------------   -----------
                                       1997          1998          1999          1999
                                       ----          ----          ----          ----
                                        JD            JD            JD        (UNAUDITED)
                                                                                 US $
                                                                                (000S)
<S>                                 <C>           <C>           <C>           <C>
Service:
  Service revenue.................   32,940,543    57,726,789    68,684,813       96,740
  LESS: Interconnection charges
    (Note 21).....................   (4,721,143)   (7,254,161)   (8,883,661)     (12,512)
      Other direct costs
    (Note 22).....................   (9,103,025)  (15,259,836)  (12,860,141)     (18,113)
                                    -----------   -----------   -----------   ----------
      Net Income from Service.....   19,116,375    35,212,792    46,941,011       66,115
                                    -----------   -----------   -----------   ----------
Equipment:
  Equipment sales.................      935,956     1,590,889     1,800,688        2,536
  LESS: Cost of equipment sold....   (1,500,572)   (3,268,217)   (3,576,545)      (5,037)
                                    -----------   -----------   -----------   ----------
    Net (Loss) from Sale
       of Equipment...............     (564,616)   (1,677,328)   (1,775,857)      (2,501)
                                    -----------   -----------   -----------   ----------
    Gross profit..................   18,551,759    33,535,464    45,165,154       63,614
                                    -----------   -----------   -----------   ----------
  LESS: Revenue sharing
    (Note 23).....................   (5,656,905)   (9,412,545)  (11,959,499)     (16,844)
      General and administrative
         expenses (Note 24).......   (8,206,930)  (10,221,735)  (12,370,773)     (17,424)
    Net Operating Profit..........    4,687,924    13,901,184    20,834,882       29,346
                                    -----------   -----------   -----------   ----------
  LESS: Interest on bank loans....   (2,545,544)   (2,404,769)   (2,133,647)      (3,005)
  ADD: Other income (Note 25).....      596,413       817,693       589,824          831
                                    -----------   -----------   -----------   ----------
    Net Profit for the Year before
      Income Tax..................    2,738,793    12,314,108    19,291,059       27,172
  LESS: Income Tax................           --    (3,100,091)   (4,825,734)      (6,797)
                                    -----------   -----------   -----------   ----------
    Net Profit for the Year.......    2,738,793     9,214,017    14,465,325       20,375
  Accumulated profit (loss)--
    beginning of the year.........   (3,197,807)     (732,894)    7,264,627       10,232
                                    -----------   -----------   -----------   ----------
                                       (459,014)    8,481,123    21,729,952       30,607
                                    ===========   ===========   ===========   ==========
APPROPRIATION:
  Statutory reserve...............      273,880     1,231,411     1,929,110        2,717
  Accumulated Profit--End of
    the Year......................     (732,894)    7,249,712    19,800,842       27,889
                                    -----------   -----------   -----------   ----------
                                       (459,014)    8,481,123    21,729,952       30,606
                                    ===========   ===========   ===========   ==========
</TABLE>

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

                                     F-11-6
<PAGE>
                            PELLA INVESTMENT COMPANY

                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                              (IN JORDANIAN DINAR)

<TABLE>
<CAPTION>
                                                                         CONVENIENCE
                                                                         TRANSLATION
                                    FOR THE YEAR ENDED DECEMBER 31,       NOTE (31)
                                  ------------------------------------   -----------
                                     1997         1998         1999         1999
                                     ----         ----         ----         ----
                                      JD           JD           JD       (UNAUDITED)
                                                                            US $
                                                                           (000S)
<S>                               <C>          <C>          <C>          <C>
PAID-UP CAPITAL:
  Beginning Balance.............  21,240,000   21,240,000   21,240,000       29,915
  Increase during the year......          --           --           --           --
                                  ----------   ----------   ----------   ----------
    Ending Balance..............  21,240,000   21,240,000   21,240,000       29,915
                                  ==========   ==========   ==========   ==========
STATUTORY RESERVE:
  Beginning Balance.............          --      273,880    1,490,376        2,099
  Increase during the year......     273,880    1,231,411    1,929,110        2,717
                                  ----------   ----------   ----------   ----------
    Ending Balance..............     273,880    1,505,291    3,419,486        4,816
                                  ==========   ==========   ==========   ==========
ACCUMULATED PROFIT (LOSS):
  Beginning balance.............  (3,197,807)    (732,894)   7,264,627       10,232
  Net profit for the year.......   2,738,793    9,214,017   14,465,325       20,374
  Transfer to statutory
    reserve.....................    (273,880)  (1,231,411)  (1,929,110)      (2,717)
                                  ----------   ----------   ----------   ----------
    Ending Balance..............    (732,894)   7,249,712   19,800,842       27,889
                                  ==========   ==========   ==========   ==========
</TABLE>

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

                                     F-11-7
<PAGE>
                            PELLA INVESTMENT COMPANY

                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                              (IN JORDANIAN DINAR)

<TABLE>
<CAPTION>
                                                                             CONVENIENCE
                                             FOR THE YEAR ENDED              TRANSLATION
                                                DECEMBER 31,                  NOTE (3L)
                                   ---------------------------------------   -----------
                                      1997          1998          1999          1999
                                      ----          ----          ----          ----
                                       JD            JD            JD        (UNAUDITED)
                                                                                US $
                                                                               (000S)
<S>                                <C>           <C>           <C>           <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net profit for the year........    2,738,793     9,214,017    14,465,325        20,375
Adjustments for:
  MTS compensation
    amortization.................    2,988,768     2,995,118     2,988,775         4,209
  Spectrum clearance compensation
    amortization.................       76,199        69,850        76,200           107
  License fees amortization......      469,932       469,932       469,933           662
  Other intangible assets
    amortization.................       22,466        44,023       145,298           205
  Fixed assets depreciation......    4,288,975     6,525,203     7,394,512        10,415
  Amortization of pre-operating
    expenses.....................      367,500       367,500       367,580           518
  Provision for doubtful debts
    and bad debts written-off....    1,016,209     1,375,230     2,506,506         3,530
  Provision for inventory
    write-down...................      305,277            --            --            --
  Stock write-down...............      677,926        61,496       259,642           366
  Loss on disposal of fixed
    assets.......................      224,058        10,063        18,309            26
  Prior year adjustments.........      (14,692)           --            --            --
  Interest expense...............    2,545,544     2,404,769     2,133,647         3,005
                                   -----------   -----------   -----------   -----------
    Net Cash Flows from Operating
      Activities before Changes
      in Working Capital.........   15,706,955    23,537,201    30,825,727        43,418
  (Increase) in accounts
    receivable...................   (3,244,720)   (7,797,900)   (6,067,659)       (8,546)
  (Increase) decrease in
    inventory....................        7,461      (370,480)     (171,455)         (241)
  (Increase) in prepaid expenses
    and refundable deposits......     (121,801)     (111,982)     (522,840)         (736)
  (Decrease) increase in accounts
    payable......................    8,101,299     4,114,199    (2,572,305)       (3,623)
  (Decrease) increase in accrued
    expenses.....................      843,409     1,049,763    (1,706,886)       (2,404)
  Increase in deferred revenue...      246,198       174,070        28,166            40
  Customer deposits..............    1,859,074     2,038,224      (233,870)         (329)
                                   -----------   -----------   -----------   -----------
    Cash from Operations.........   23,397,875    22,633,095    19,578,878        27,579
</TABLE>

                                     F-11-8
<PAGE>
                            PELLA INVESTMENT COMPANY

                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

                              (IN JORDANIAN DINAR)

<TABLE>
<CAPTION>
                                                                             CONVENIENCE
                                             FOR THE YEAR ENDED              TRANSLATION
                                                DECEMBER 31,                  NOTE (3L)
                                   ---------------------------------------   -----------
                                      1997          1998          1999          1999
                                      ----          ----          ----          ----
                                       JD            JD            JD        (UNAUDITED)
                                                                                US $
                                                                               (000S)
<S>                                <C>           <C>           <C>           <C>
  Interest paid..................   (2,329,023)   (2,450,643)   (2,561,606)       (3,608)
                                   -----------   -----------   -----------   -----------
    Net Cash from Operating
      Activities.................   21,068,852    20,182,452    17,017,272        23,971
                                   -----------   -----------   -----------   -----------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Other intangible assets paid...     (164,000)     (331,500)     (362,790)         (511)
  Acquisition of fixed assets....  (11,206,526)   (7,962,276)   (3,273,306)       (4,610)
  Purchase of investments........           --      (250,000)     (250,000)         (352)
  Proceed from sale of
    investments..................           --            --       500,000           704
  Additions on fixed assets to be
    deployed.....................   (2,427,591)   (1,094,019)   (4,201,328)       (5,917)
  Proceeds from sale of fixed
    assets.......................       75,680        19,205           100            --
                                   -----------   -----------   -----------   -----------
    Net Cash (used in) Investing
      Activities.................  (13,722,437)   (9,618,590)   (7,587,324)      (10,686)
                                   -----------   -----------   -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of notes payable.....           --            --   (20,925,071)      (29,472)
  Payment of loans...............           --    (3,254,374)   (2,490,876)       (3,508)
                                   -----------   -----------   -----------   -----------
    Net Cash (used in) from
      Financing Activities.......           --    (3,254,374)  (23,415,947)      (32,980)
                                   -----------   -----------   -----------   -----------
  (Decrease) Increase in Cash and
    Cash Equivalents.............    7,346,415     7,309,488   (13,985,999)      (19,695)
  Cash and Cash Equivalents--
    beginning of the year........    2,697,770    10,044,185    17,353,673        24,442
                                   -----------   -----------   -----------   -----------
    Cash and Cash Equivalents--
      End of the Year............   10,044,185    17,353,673     3,367,674         4,747
                                   ===========   ===========   ===========   ===========
</TABLE>

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

                                     F-11-9
<PAGE>
                            PELLA INVESTMENT COMPANY

                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              (IN JORDANIAN DINAR)

NOTE 1--GENERAL

    Pella Investment Company was registered in Jordan on March 19, 1994 as a
limited liability Company in accordance with the Companies Law No. 1 of 1989,
under registration No. 3497 with initial capital of JD 100,000. During 1996, the
Company increased its paid-up capital to JD 21,240,000. The Company had an
exclusivity agreement through its subsidiary (Jordan Mobile Telephone Services
Company) with the Telecommunication Regulatory Commission which ended on
November 1, 1998. As of November 1st, 1998, other companies are permitted to
enter into the same business. Consequently, another company (MobileCom) was
recently granted a license to operate a GSM cellular telephone network in
Jordan. They are still in the setup stage and will start operations later during
the year 2000.

NOTE 2--BASIS OF CONSOLIDATION

    The accompanying consolidated financial statements include the financial
statements of Jordan Mobile Telephone Services Company "JMTS" (a wholly owned
subsidiary), registered in Jordan on November 13, 1993 as a limited liability
company in accordance with the companies law No. 1 of 1989 under registration
No. 3364.

    Inter-Company transactions and balances are eliminated from the consolidated
financial statements.

NOTE 3--SIGNIFICANT ACCOUNTING POLICIES

a.  Revenue is measured at the fair value of the consideration received or
    receivable and recognized when services are rendered and when equipment is
    sold.

b.  Cash and cash equivalents consist of cash on hand and at banks.

c.  Accounts receivable are stated at net realizable value. Doubtful debts are
    provided for at a rate ranging from 3.5% to 7% of service revenue less
    roaming and Jordan Telecommunication Company "JTC" service revenue, adjusted
    for individual account balances at year-end.

d.  Inventories are stated at the lower of cost, following the first-in
    first-out method, or net realizable value.

e.  License fees are amortized over the life of the license of 15 years,
    starting from the date of signing the license agreement. MTS compensation
    and spectrum clearance compensation are amortized over 5 years, from the
    date of commencement of operations. Other intangible assets, which include
    key money, and license fees paid to Royal Air Force, are amortized over
    5 years (starting

                                    F-11-10
<PAGE>
                            PELLA INVESTMENT COMPANY

                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 3--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    from the date of signing the agreement with Royal Air Force for the
    license fees).

f.   Expenses and key money incurred in the pre-operating stage were deferred
    until the commencement of operations on September 23, 1995, as of which date
    they have been amortized over 5 years.

g.  Key money arising from newly rented centers and shops is amortized over
    5 years from the date of acquisition. The term "Key money" refers to the
    one-time payment by the tenant to the landlord when renting a store or an
    office.

h.  Fixed assets are stated at cost, and depreciated using the straight line
    method at annual rates ranging from 2% to 25%.

i.   Short-term investments are stated at the lower of cost or market value at
    year end.

j.   The Company provides for income tax in accordance with IAS 12. Deferred
    taxation is accounted for under the liability method in accordance with IAS
    12, for the difference between the book and the tax basis for assets and
    liabilities. Under IAS 12, timing differences give rise to a deferred tax
    asset or liability, which due to its uncertainty and immateriality, has not
    been recognized in the financial statements.

k.  Financial instruments include on-balance sheet items. On-balance sheet
    instruments include investments, receivables, cash, payables and certain
    other assets and liabilities.
    The financial instruments' book values approximate their market value.

l.   Solely for the convenience of the reader, the amounts pretaining to the
    latest fiscal year are translated from the Jordanian Dinar to the United
    States Dollar at the rate on December 31, 1999 of 0.71 Jordanian Dinar per
    United States Dollar.

NOTE 4--CASH ON HAND AND AT BANKS

    This item includes an amount of JD 375,325 representing cash blocked to pay
back a portion of notes payable in the total amount of JD 12,878,737 used to
finance the acquisition of cellular equipment.

                                    F-11-11
<PAGE>
                            PELLA INVESTMENT COMPANY

                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 5--SHORT-TERM INVESTMENTS

    This item consists of Certificates of Deposit at the Export and Finance Bank
which matured on September 3, 1999.

NOTE 6--ACCOUNTS RECEIVABLE--NET

    This item consists of the following:

<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                        -----------------------
                                           1998         1999
                                           ----         ----
<S>                                     <C>          <C>
Trade receivables.....................   9,892,378   14,405,376
LESS: Provision for doubtful debts....    (543,685)    (544,009)
                                        ----------   ----------
Net Trade Receivables.................   9,348,693   13,861,367
Due from related parties (Note 27)....     214,626      225,653
GSM Facilities Ltd....................      52,190       37,020
Employees advances....................       1,556       70,038
Business advances.....................      64,595           --
Advance payments to suppliers.........      86,616           --
Roaming partners......................     833,000      933,186
Jordan Telecommunication Company......   1,753,188      885,613
Other.................................     119,368       22,108
                                        ----------   ----------
                                        12,473,832   16,034,985
                                        ==========   ==========
</TABLE>

                                    F-11-12
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 7--INVENTORIES

    This item consists of the following:

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                          ---------------------
                                            1998        1999
                                            ----        ----
<S>                                       <C>         <C>
Cellular phones.........................    659,081     851,611
SIM (subscriber identity module)
  cards.................................     89,486      99,585
SIM cards-ezlink........................         --      59,073
Accessories.............................    311,352     106,858
Spare parts.............................    101,623     123,139
Telular units and parts.................    141,082          --
Antennas................................        247          --
Inventory in transit....................    330,859          --
                                          ---------   ---------
                                          1,633,730   1,240,266
LESS: Provision for permanent diminution
  in value..............................   (305,277)         --
                                          ---------   ---------
                                          1,328,453   1,240,266
                                          =========   =========
</TABLE>

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

*   The Company disposed of obsolete stock in the amount of JD 391,976 during
    the year 1999, of which an amount of JD 259,642 was charged to 1999 income
    statement (see note 24), while the remainder was charged to the provision
    for permanent diminution in value. The disposal of obsolete stock was
    carried out in the presence of an income tax officer.

    The movement on the provision of permanent diminution in value during the
year was as follows:

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                     ------------------------------
                                       1997       1998       1999
                                       ----       ----       ----
<S>                                  <C>        <C>        <C>
Balance--beginning of the year.....       --    305,277    305,277
ADD:
  Provision for the year...........  305,277     61,496    259,642
DEDUCT:
  Stock write-down.................       --     61,496    564,919
                                     -------    -------    -------
    Balance--End of the Year.......  305,277    305,277         --
                                     =======    =======    =======
</TABLE>

                                    F-11-13
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 8-- PREPAID EXPENSES, REFUNDABLE DEPOSITS AND ACCRUED REVENUE

    This item consists of the following:

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                            --------------------
                                              1998       1999
                                              ----       ----
<S>                                         <C>        <C>
Prepaid rent..............................  451,562      387,061
Prepaid insurance.........................   84,302      109,318
Prepaid maintenance.......................  102,985      140,826
Prepaid subscriptions.....................    8,981        9,993
Prepaid security..........................    1,500        1,080
Prepaid mortgage release expenses.........       --       82,449
Prepaid loan fees.........................   35,480      169,231
Prepaid leased line fees..................   26,267       15,307
Refundable deposits.......................   75,741      264,552
Accrued revenue...........................    2,728      117,000
Other.....................................    6,182       21,751
                                            -------    ---------
                                            795,728    1,318,568
                                            =======    =========
</TABLE>

NOTE 9--LICENSE FEES--NET

    This item consists of the following:

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                         -----------------------
                                            1998         1999
                                            ----         ----
<S>                                      <C>          <C>
License fees...........................   7,049,000    7,049,000
LESS: Accumulated amortization.........  (1,958,052)  (2,427,985)
                                         ----------   ----------
                                          5,090,948    4,621,015
                                         ==========   ==========
</TABLE>

NOTE 10--MTS COMPENSATION--NET

    This item represents the compensation paid to the Telecommunication
Corporation (TCC), currently Jordan Telecom, for the right to switch-off the
motor

                                    F-11-14
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 10--MTS COMPENSATION--NET (CONTINUED)
car Mobile Telephone System (MTS) and the related university fees and revenue
stamps as follows:

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                        ------------------------
                                           1998         1999
                                           ----         ----
<S>                                     <C>          <C>
MTS compensation......................  14,840,000    14,840,000
University fees and revenue stamps....     103,880       103,880
                                        ----------   -----------
                                        14,943,880    14,943,880
LESS: Accumulated amortization........  (9,779,924)  (12,768,699)
                                        ----------   -----------
                                         5,163,956     2,175,181
                                        ==========   ===========
</TABLE>

NOTE 11--SPECTRUM CLEARANCE COMPENSATION--NET

    This item represents amounts paid to various parties to vacate a range of
frequencies, as follows:

<TABLE>
<CAPTION>
                                               DECEMBER 31,
                                            -------------------
                                              1998       1999
                                              ----       ----
<S>                                         <C>        <C>
Spectrum clearance compensation...........   381,000    381,000
LESS: Accumulated amortization............  (249,703)  (325,903)
                                            --------   --------
                                             131,297     55,097
                                            ========   ========
</TABLE>

NOTE 12--OTHER INTANGIBLE ASSETS--NET

    This item represents amounts paid to the Royal Air Force for establishing a
fiber optic link between 3 sites with JMTS network. It also includes key money
for renting a center in Shmeisani and 6 shops as follows:

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                             -------------------
                                               1998       1999
                                               ----       ----
<S>                                          <C>        <C>
Royal Air Force license fees...............  228,000     228,000
Key money..................................  331,500     694,290
LESS: Accumulated amortization.............  (75,556)   (220,854)
                                             -------    --------
                                             483,944     701,436
                                             =======    ========
</TABLE>

                                    F-11-15
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 13--PRE-OPERATING EXPENSES--NET

    The details of this item are as follows:

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                         -----------------------
                                            1998         1999
                                            ----         ----
<S>                                      <C>          <C>
Salaries and wages.....................     216,077      216,077
Amortization and depreciation..........     441,112      441,112
Professional fees......................     375,154      375,154
Rent and key money.....................     184,031      184,031
Advertising............................      91,115       91,115
Stationery and printing................      83,910       83,910
Social security and health insurance...      17,908       17,908
Interest on credit facilities *........      74,451       74,451
Bank charges...........................      54,945       54,945
Insurance..............................      16,076       16,076
Travel and accommodation...............      54,580       54,580
Transportation.........................      28,467       28,467
Communication and postage..............      29,772       29,772
Entertainment..........................      11,642       11,642
Government fees........................      23,684       23,684
Market research........................       9,750        9,750
Training...............................      74,097       74,097
Utilities..............................      12,207       12,207
Miscellaneous..........................      38,666       38,666
                                         ----------   ----------
  Total Pre-Operating Expenses.........   1,837,644    1,837,644
LESS: Accumulated amortization.........  (1,202,595)  (1,570,175)
                                         ----------   ----------
  Net Pre-Operating Expenses...........     635,049      267,469
                                         ==========   ==========
</TABLE>

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

*   This item represents interest on credit facilities extended by
    Motorola, Inc. for the purchase of cellular equipment.

                                    F-11-16
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        (IN JORDANIAN DINAR) (CONTINUED)

NOTE 14--FIXED ASSETS

    The details of this item are as follows:

<TABLE>
<CAPTION>
                                                         BUILDING
                                           COMPUTER     RENOVATION                              FURNITURE
                              CELLULAR    AND OFFICE       AND         CELL SITES                  AND
                             EQUIPMENT    EQUIPMENT    CONSTRUCTION   CONSTRUCTION   VEHICLES   FIXTURES      LAND       TOTAL
                             ---------    ---------    ------------   ------------   --------   --------      ----       -----
<S>                          <C>          <C>          <C>            <C>            <C>        <C>         <C>        <C>
Cost:
  Beginning balance........  43,058,079   3,372,604      1,579,561      8,540,917    606,360     246,274         --    57,403,795
Additions..................  17,670,243   1,755,609        357,603      2,402,006    151,694      64,298    239,750    22,641,203
Disposals..................          --     207,811             --             --         --         172         --       207,983
                             ----------   ---------      ---------     ----------    -------     -------    -------    ----------
    Ending Balance.........  60,728,322   4,920,402      1,937,164     10,942,923    758,054     310,400    239,750    79,837,015
                             ----------   ---------      ---------     ----------    -------     -------    -------    ----------
Accumulated Depreciation:
  Beginning balance........   8,818,232   1,392,035        815,767      2,385,026    193,134      52,817         --    13,657,011
  Additions................   5,491,646   1,012,955         91,263        680,320     94,056      24,272         --     7,394,512
  Disposals................          --     189,420             --             --         --         154         --       189,574
                             ----------   ---------      ---------     ----------    -------     -------    -------    ----------
    Ending Balance.........  14,309,878   2,215,570        907,030      3,065,346    287,190      76,935         --    20,861,949
                             ----------   ---------      ---------     ----------    -------     -------    -------    ----------
    Net Book Value--
      December 31, 1999....  46,418,444   2,704,832      1,030,134      7,877,577    470,864     233,465    239,750    58,975,066
                             ==========   =========      =========     ==========    =======     =======    =======    ==========
    Net Book Value--
      December 31, 1998....  34,239,847   1,980,569        763,794      6,155,891    413,226     193,457         --    43,746,784
                             ==========   =========      =========     ==========    =======     =======    =======    ==========
Depreciation rate %........          12          25         2 - 12             10         15           9
</TABLE>

                                    F-11-17
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 14--FIXED ASSETS (CONTINUED)

    The Company's cellular equipment, cell sites constructions, computer and
office equipment, vehicles, and furniture and fixtures are pledged as collateral
against the JMTS long-term loans.

    Effective January 1, 1999, the subsidiary company, JMTS, revised its
estimate of the depreciation rate of the cell sites constructions. Previously,
cell sites constructions were depreciated at 20%. The depreciation rate was
changed to 10% and so the useful life was extended. The change was made to
better reflect the estimated periods during which cell sites constructions will
remain in service. The change had the effect of reducing depreciation expense by
approximately JD 1,147,993 for the year ended December 31, 1999 and accordingly
increasing net profit before tax by approximately JD 1,147,993 for the year
then ended.

NOTE 15--ACCOUNTS PAYABLE

    This item consists of the following:

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                        -----------------------
                                                           1998         1999
                                                           ----         ----
<S>                                                     <C>          <C>
Accounts and notes payables trade *...................  21,480,733   14,069,166
Revenue sharing due to the Ministry of Finance........  10,805,234    6,194,991
Roaming interconnect--Tap in..........................      95,000      472,183
Employees income tax and social security withheld.....      59,164       22,704
Provision for income tax..............................   3,851,404    4,814,465
Calls and features tax................................     761,422    1,168,212
Provision for legal fees..............................     100,000           --
Other.................................................     432,175      965,640
                                                        ----------   ----------
                                                        37,585,132   27,707,361
                                                        ==========   ==========
</TABLE>

*   This item includes an amount of JD 12,878,737 as of December 31, 1999
    (JD 20,184,203 as of December 31, 1998), representing notes payable used to
    finance the purchase of cellular equipment. These notes are of a short-term
    nature (1 year from issuance). The notes, which were issued during 1998 do
    not carry any interest (implicitly or explicitly), while the notes issued
    during 1999 are of two kinds, the first of which is interest bearing (LIBOR
    plus 2%), while the second type is non-interest bearing.

                                    F-11-18
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 16--ACCRUED EXPENSES

    The details of this item are as follows:

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                            --------------------
                                                              1998        1999
                                                              ----        ----
<S>                                                         <C>         <C>
Interest on bank loans....................................    471,673    43,714
Frequency fees............................................    210,142        --
Professional fees.........................................      9,000    26,060
Utilities.................................................     63,826    37,364
Leased line accrued fees..................................    347,935        --
Management fees...........................................     27,420       350
Overtime & bonus..........................................    438,000   212,000
Withholding tax (10%).....................................    208,737        --
Sales commission..........................................    144,873    13,175
Government fees...........................................    200,000        --
Roaming fees..............................................    215,910    29,000
Advertising...............................................     14,236   115,457
Maintenance...............................................      7,313    36,025
Collection commission.....................................     10,000     5,000
Billing expense...........................................     12,100    71,364
Communications............................................      8,422    10,161
Insurance.................................................     30,206        --
Training..................................................     50,000    18,683
Other.....................................................    308,218    24,813
                                                            ---------   -------
                                                            2,778,011   643,166
                                                            =========   =======
</TABLE>

NOTE 17--DEFERRED REVENUE

    This item consists of unearned monthly subscriptions fees paid in advance by
the subscribers.

NOTE 18--CUSTOMERS' DEPOSITS

    This item represents the deposits paid by customers upon initial
subscription and refundable upon cancellation of subscription after settlement
of all outstanding invoices.

                                    F-11-19
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 19--SHAREHOLDERS' LOANS

    This item consists of interest free loans extended by the shareholders. The
loans are subordinated against all debts of the Company and, accordingly,
considered as long-term debts. The loan has no maturity date.

NOTE 20--LONG-TERM LOANS

    This item consists of the following:

<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                        -----------------------
                                           1998         1999
                                           ----         ----
<S>                                     <C>          <C>
Syndicated loans managed by Arab
  Bank................................   9,762,063   15,640,000
Arab Bank loan........................          --    2,263,000
International Finance Corporation
  loan................................  10,631,813           --
                                        ----------   ----------
                                        20,393,876   17,903,000
LESS: Current portion.................   4,318,313    3,564,000
                                        ----------   ----------
  Long-Term Portion...................  16,075,563   14,339,000
                                        ==========   ==========
</TABLE>

    - On June 21, 1999, JMTS signed a syndicated loan agreement managed by Arab
      Bank Ltd. in the amount of JD 10,640,000 at an annual interest rate of
      12%, subject to amendment at the end of each period. The loan agreement
      stipulates that a late payment fee of 1% is to be charged on any delay in
      the payment of any installment.

    - The principal amount and accrued interest of the loan will be settled in
      ten equal semi-annual installments, the first to be paid after 18 months
      from signing the loan agreement and the last to be paid after six years
      from the date of signing the loan agreement. The loan agreement further
      stipulates that a commission of 0.25% of total facilities is to be paid to
      the agent upon signing the loan agreement. The purpose of the loan is the
      settlement of the International Finance Corporation loan previously
      granted to JMTS in the amount of USD 15 million.

    - In addition to the above mentioned syndicated loan, JMTS still has to
      settle the remaining balance of the old two-tranche syndicated loan
      managed by Arab Bank in the amounts of JD 10 million and
      USD 4.25 million. The outstanding balance to be settled by JMTS was
      JD 5 million as of December 31, 1999, at

                                    F-11-20
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 20--LONG-TERM LOANS (CONTINUED)
     an annual interest rate of 12.5% p.a., subject to amendment at the end of
      each interest period.

      On June 21, 1999, JMTS signed a loan agreement with Arab Bank Ltd. in the
      amount of JD 2,263,000 at an annual interest rate of 10.5%, such interest
      to be paid semi annually. The loan agreement stipulates that a late
      payment fee of 1% is to be charged on any delay in the settlement of any
      installment.

      The principal amount of the loan will be settled in one payment falling
      due on June 30, 2004. The purpose of the loan is the settlement of the
      remaining balance of the USD tranche of the syndicated loan, in the amount
      of USD 4,250,000, managed by Arab Bank.

NOTE 21--INTERCONNECTION CHARGES

    This item consists of charges paid to Jordan Telecom for connecting the
mobile system to the public service telephone network (PSTN).

                                    F-11-21
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 22--OTHER DIRECT COSTS

    The details of this item are as follows:

<TABLE>
<CAPTION>
                                                FOR THE YEAR ENDED DECEMBER 31,
                                              -----------------------------------
                                                1997         1998         1999
                                                ----         ----         ----
<S>                                           <C>         <C>          <C>
MTS compensation amortization...............  2,988,768    2,995,118    2,988,775
Spectrum compensation amortization..........     76,199       69,850       76,200
License fees amortization...................    469,932      469,932      469,933
Other intangible assets amortization........     22,466       44,023      145,298
Cellular equipment, cell sites and rental
  phones
  depreciation..............................  3,460,974    5,393,682    6,171,966
Frequency fees..............................    206,150      307,420      173,928
Leased lines................................     36,368      358,827       28,707
Billing expenses............................    223,486      274,597      466,740
Sales commissions...........................    565,395    1,514,231    1,860,047
Promotional expenses........................    960,971    3,224,400       80,165
Roaming port................................     92,316      607,756      226,665
Collection commission.......................         --           --      171,717
                                              ---------   ----------   ----------
                                              9,103,025   15,259,836   12,860,141
                                              =========   ==========   ==========
</TABLE>

NOTE 23--REVENUE SHARING

    In accordance with the license agreement, a minimum of JD 8,449,832 or 20%
of the annual service revenue less interconnection charges and promotional
expenses, whichever is greater, is payable to the Ministry of Finance in the
fifth year of the commencement of the license. The fifth year of the agreement
covers the period from November 1, 1998 to October 31, 1999. However, the above
mentioned percentage was reduced to 10% under a revised agreement, starting from
January 1, 2000 (see Note 29).

                                    F-11-22
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 24--GENERAL AND ADMINISTRATIVE EXPENSES

    The details of this item are as follows:

<TABLE>
<CAPTION>
                                      FOR THE YEAR ENDED
                                         DECEMBER 31,
                             ------------------------------------
                                1997         1998         1999
                                ----         ----         ----
<S>                          <C>          <C>          <C>
Salaries and other employee
  benefits.................   1,300,611    1,921,911    2,266,401
Social security
  contribution.............      88,648      124,988      144,803
Provident fund.............          --           --       51,290
Professional fees..........     457,504      458,126      597,615
Advertising................     242,959      525,428    1,031,822
Pre-operating expenses
  amortization.............     367,500      367,500      367,503
Rent.......................     584,769      843,121      988,474
Training and seminars......     121,852      168,571      271,427
Utilities..................     175,537      246,981      382,827
Transportation.............      49,931       88,049       97,398
Insurance..................     180,000      275,878      188,720
Fixed assets
  depreciation.............     828,001    1,131,523    1,222,546
Communication and
  postage..................     193,446      254,639      163,745
Government fees............      53,022      352,537       77,765
Travel and hotel
  accommodation............     189,168      365,059      371,672
Printing and stationery....      99,583       93,612      116,849
Provision for doubtful
  debts....................     196,035      257,650          324
Debts written--off.........     820,174    1,117,580    2,506,182
Bank charges...............     100,258      234,194      129,438
Loss on disposal of
  assets...................     224,058       10,063       18,309
Maintenance................     268,241      386,526      699,551
Withholding tax............     302,980       40,543       24,929
Loan fees..................     110,932      102,074      104,834
Entertainment..............      13,321       27,967       32,779
Stock write-down...........     983,203       61,496      259,642
Other......................     255,197      765,719      253,928
                             ----------   ----------   ----------
                              8,206,930   10,221,735   12,370,773
                             ==========   ==========   ==========
</TABLE>

                                    F-11-23
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 25--OTHER INCOME (EXPENSE)

    The details of this item are as follows:

<TABLE>
<CAPTION>
                                           FOR THE YEAR ENDED
                                              DECEMBER 31,
                                     ------------------------------
                                       1997       1998       1999
                                       ----       ----       ----
<S>                                  <C>        <C>        <C>
Interest revenue...................  580,770    786,842    633,102
Difference on exchange.............   (5,907)   (23,749)   (50,311)
Other income.......................   21,550     54,600      7,033
                                     -------    -------    -------
                                     596,413    817,693    589,824
                                     =======    =======    =======
</TABLE>

NOTE 26--TRANSACTIONS WITH RELATED PARTIES

    Transactions with related parties and relationships during the year 1999
were as follows:

<TABLE>
<CAPTION>
                                                DUE FROM RELATED
                                                 PARTIES AS OF
RELATED PARTY                                  DECEMBER 31, 1999
-------------                                  -----------------
<S>                                            <C>
Pioneer (Shareholders).......................         160,918
Motorola Inc. (Shareholders).................          61,831
Habib Ghawi (Shareholders)...................           2,904
                                                      -------
                                                      225,653
                                                      =======
</TABLE>

    Related parties transactions and relationships during the year 1998 were as
follows:

<TABLE>
<CAPTION>
                                                                         DURING THE
                                                                          YEAR 1998
                                                    DUE FROM (TO)      ---------------
                                                   RELATED PARTIES        EXPENSES
                                                        AS OF              PAID TO
RELATED PARTY                                     DECEMBER 31, 1998    RELATED PARTIES
-------------                                     -----------------    ---------------
<S>                                               <C>                  <C>
Shareholders of Pella Investment Co.............       195,800                  --
United Insurance................................       (15,535)            257,672
Habib Ghawi.....................................         1,043                  --
Ziad Abu Jaber..................................        17,783                  --
</TABLE>

    Transactions with related parties represent expenses paid by Pella
Investment Company, prior to 1999, on behalf of its shareholders. Such expenses
include legal fees, telephone bills and other expenses.

                                    F-11-24
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 27--CONTINGENT LIABILITIES

    As of December 31, 1999 the Company was contingently liable for the
following:

<TABLE>
<CAPTION>
                                                       JD
                                                       --
<S>                                                 <C>
Letters of credit.................................  1,602,664
Letters of guarantee..............................  3,006,377
                                                    ---------
                                                    4,609,041
                                                    =========
</TABLE>

NOTE 28--AMENDMENT TO THE LICENSE AGREEMENT

    On December 21, 1999, JMTS. signed an amendment to the existing agreement
with Telecommunications Regulatory Commission, the main features of which are:

    - The Company is exempt from custom duties and related taxes on new
      expenditures on cellular infrastructure for a period of 4 years beginning
      January 1, 2000.

    - The revenue sharing percentage due to Government is reduced from 20%
      to 10%.

    - Customer rates and charges are reduced.

    - The Company is given a discount on international charges for use of the
      Jordaninan telecommunication network.

NOTE 29--NON CASH FINANCING AND INVESTING ACTIVITIES

    The Subsidiary Company (JMTS) has issued notes payable amounting to
JD 20,184,203 and JD 13,619,605 during 1998 and 1999, respectively to finance
the acquisition of fixed assets and fixed assets to be deployed as follows:

<TABLE>
<CAPTION>
                                           1998         1999
                                           ----         ----
                                            JD           JD
<S>                                     <C>          <C>
Fixed assets to be deployed...........   8,915,382    8,801,386
Cellular equipment....................  11,268,821    4,818,219
                                        ----------   ----------
                                        20,184,203   13,619,605
                                        ==========   ==========
</TABLE>

                                    F-11-25
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 30--COMPARATIVE FIGURES

    Some of the comparative figures for the year ended December 31, 1998 have
been reclassified to correspond with the current year presentation.

NOTE 31--RECONCILIATION TO U.S. GAAP

RECONCILIATION OF NET INCOME TO U.S. GAAP:

<TABLE>
<CAPTION>
                                                                 FOR THE YEAR ENDED
                                                                    DECEMBER 31,
                                                               ----------------------
                                                      NOTE       1998         1999
                                                      ----       ----         ----
                                                                  JD           JD
<S>                                                 <C>        <C>         <C>
Net Profit under International Accounting
  Standards (IAS).................................             9,214,017   14,465,325
U.S. GAAP adjustments:
  Amortization of pre-opening expenses............     (a)       367,500      367,500
  Capitalization of interest......................     (b)        26,346      207,986
  Tax effect of U.S. GAAP adjustments.............     (c)       (98,462)    (143,872)
                                                               ---------   ----------
  Net profit under U.S. GAAP......................             9,509,401   14,896,939
                                                               =========   ==========
</TABLE>

RECONCILIATION OF SHAREHOLDERS' EQUITY TO U.S. GAAP:

<TABLE>
<CAPTION>
                                                                   BALANCE AS OF
                                                                   DECEMBER 31,
                                                              -----------------------
                                                     NOTE        1998         1999
                                                     ----        ----         ----
                                                                  JD           JD
<S>                                                <C>        <C>          <C>
Stockholders' equity as reported in the
  consolidated Balance Sheet under IAS...........             29,995,003   44,460,328
U.S. GAAP adjustments:
  Pre-operating expenses--net....................     (a)       (635,049)    (267,469)
  Capitalization of interest.....................     (b)         26,346      234,332
  Tax effect of U.S. GAAP adjustments............     (c)        152,176        8,284
                                                              ----------   ----------
  Stockholders equity under U.S. GAAP............             29,538,476   44,435,475
                                                              ==========   ==========
</TABLE>

a)  Pre-operating expenses

    The IAS was silent with respect to pre-operating expenses, in particular, as
    it was not mentioned whether those are to be expensed when incurred or
    deferred and amortized over a certain period of time. However, the practice
    adopted was to

                                    F-11-26
<PAGE>
                            PELLA INVESTMENT COMPANY
                         (A LIMITED LIABILITY COMPANY)

                                  AMMAN-JORDAN

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                              (IN JORDANIAN DINAR)

NOTE 31--RECONCILIATION TO U.S. GAAP (CONTINUED)
    defer those expenses when incurred and to amortize them over a period of 5
    years due to the fact that the benefits are extended for more than one year.
    Furthermore, IAS 38, which addressed directly pre-operating expenses is
    effective for the financial statements beginning on or after July 1, 1999.
    According to U.S. GAAP, pre-operating expenses are to be expensed when
    incurred.

b)  Capitalization of interest

    The Company did not capitalize interest on the construction of its new
    building, as it is optional under IAS. In accordance with U.S. GAAP,
    interest costs incurred during the construction period (i.e., the period of
    time necessary to bring a constructed fixed asset to the condition and
    location necessary for its intended use) must be capitalized and amortized.
    The Company did not capitalize any interest on the construction of its new
    building. The interest that should have been capitalized according to U.S.
    GAAP was JD 26,346 and JD 207,986 for the years 1998 and 1999 respectively.

    Furthermore, the building was still under construction as of December 31,
    1999, and accordingly, there is no depreciation that will result from the
    capitalization of interest made to reconcile with U.S. GAAP.

c)  Tax effect of U.S. GAAP adjustments

    This reconciliation item includes all tax effects due to the aforementioned
    reconciling items.

                                    F-11-27
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

                       CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1998 and 1999
                     (With Report of Independent Auditors)

                                     F-12-1
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<S>                                                     <C>
Report of Independent Auditors........................               F-12-3
Consolidated Balance Sheets as of December 31, 1998
  and 1999............................................         F-12-4 and 5
Consolidated Statements of Operations for the three
  years ended December 31, 1997, 1998 and 1999........               F-12-6
Consolidated Statements of Changes in Shareholders'
  Equity/ (Deficit) for the three years ended
  December 31, 1997, 1998 and 1999....................               F-12-7
Consolidated Statements of Cash Flows for the three
  years ended December 31, 1997, 1998 and 1999........         F-12-8 and 9
Notes to Consolidated Financial Statements............   F-12-10 through 26
</TABLE>


                                     F-12-2
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and

Shareholders of Hutchison Telephone Company Limited

    We have audited the accompanying consolidated balance sheets of Hutchison
Telephone Company Limited and its subsidiary as of December 31, 1998 and 1999,
and the related consolidated statements of operations, of cash flows and of
changes in shareholders' equity/(deficit) for each of the three years in the
period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.


    In our opinion the consolidated financial statements audited by us present
fairly, in all material respects, the financial position of Hutchison Telephone
Company Limited and its subsidiary at December 31, 1998 and 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States of America.


                                           PricewaterhouseCoopers
                                           Certified Public Accountants

Hong Kong, May 4, 2000

                                     F-12-3
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

                          CONSOLIDATED BALANCE SHEETS

                      (IN THOUSANDS OF HONG KONG DOLLARS)

<TABLE>
<CAPTION>
                                                                              CONVENIENCE
                                                                              TRANSLATION
                                                                              (NOTE 2(V))
                                                                              -----------
                                                                              (UNAUDITED)
                                                        DECEMBER 31,             US $
                                                  -------------------------     (000S)
                                         NOTE        1998          1999          1999
                                         ----        ----          ----          ----
<S>                                    <C>        <C>           <C>           <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents..........             $       819   $    13,411    $   1,726
  Accounts receivable, net...........        3         51,587       117,746       15,154
  Other receivables, deposits and
    prepayments......................        4        220,595       254,503       32,755
  Inventories........................        5        142,950       168,971       21,746
  Amounts due from affiliates........        9        186,153       385,813       49,654
                                                  -----------   -----------    ---------
TOTAL CURRENT ASSETS.................                 602,104       940,444      121,035
Property, plant and equipment........        6      3,086,108     3,267,519      420,530
Restricted investments and other
  asset..............................        7      2,955,011     2,920,560      375,876
                                                  -----------   -----------    ---------
TOTAL ASSETS.........................             $ 6,643,223   $ 7,128,523    $ 917,441
                                                  ===========   ===========    =========
</TABLE>

                                     F-12-4
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

                      (IN THOUSANDS OF HONG KONG DOLLARS)

<TABLE>
<CAPTION>
                                                                              CONVENIENCE
                                                                              TRANSLATION
                                                                              (NOTE 2(V))
                                                                              -----------
                                                                              (UNAUDITED)
                                                        DECEMBER 31,             US $
                                                  -------------------------     (000S)
                                         NOTE        1998          1999          1999
                                         ----        ----          ----          ----
<S>                                    <C>        <C>           <C>           <C>
LIABILITIES
CURRENT LIABILITIES..................
  Trade accounts payable.............             $   166,235   $   267,990    $  34,490
  Other payables and accrued
    liabilities......................        8        352,404       481,131       61,922
  Service subscription fees received
    in advance.......................                 117,155       620,577       79,868
  Amounts due to affiliates..........        9         48,556        95,602       12,304
  Current portion of capital lease
    obligations......................       11         57,109       114,984       14,798
                                                  -----------   -----------    ---------
TOTAL CURRENT LIABILITIES............                 741,459     1,580,284      203,382
Long term loans from affiliates......       10      4,199,025     3,211,698      413,346
Obligations under capital lease, less
  current portion....................       11      2,781,636     2,689,026      346,078
Deferred gain on defeasance of
  capital lease......................                 115,664       101,175       13,021
                                                  -----------   -----------    ---------
TOTAL LIABILITIES....................               7,837,784     7,582,183      975,827
                                                  -----------   -----------    ---------
COMMITMENTS AND CONTINGENT
  LIABILITIES........................  17 & 18
SHAREHOLDERS' DEFICIT
  Share capital......................       12          1,000         1,195          154
  Additional paid-in capital.........                      --     2,729,426      351,277
  Accumulated losses.................              (1,195,561)   (3,184,281)    (409,817)
                                                  -----------   -----------    ---------
TOTAL SHAREHOLDERS' DEFICIT..........              (1,194,561)     (453,660)     (58,386)
                                                  -----------   -----------    ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
  DEFICIT............................             $ 6,643,223   $ 7,128,523    $ 917,441
                                                  ===========   ===========    =========
</TABLE>

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

                                     F-12-5
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                      (IN THOUSANDS OF HONG KONG DOLLARS)

<TABLE>
<CAPTION>
                                                                          CONVENIENCE
                                                                          TRANSLATION
                                                                          (NOTE 2(V))
                                                                          -----------
                                                                          (UNAUDITED)
                                         YEAR ENDED DECEMBER 31,             US $
                                  -------------------------------------     (000S)
                                     1997         1998         1999          1999
                                     ----         ----         ----          ----
<S>                               <C>          <C>          <C>           <C>
Revenues........................  $4,186,025   $4,051,165   $ 4,070,071    $ 523,818
                                  ----------   ----------   -----------    ---------
Operating expenses

Cost of revenues................   3,607,894    3,486,728     4,471,011      575,419
Selling and marketing
  expenses......................     477,737      649,421       880,451      113,314
General and administrative
  expenses......................     301,186      297,004       311,128       40,042
                                  ----------   ----------   -----------    ---------
Total operating expenses........   4,386,817    4,433,153     5,662,590      728,775
                                  ----------   ----------   -----------    ---------
Loss from operations............    (200,792)    (381,988)   (1,592,519)    (204,957)
Interest income.................      98,957      245,077        87,086       11,208
Interest expense (note 13)......    (389,751)    (700,346)     (497,776)     (64,064)
Other income....................          --        7,088        14,489        1,865
                                  ----------   ----------   -----------    ---------
Loss before provision for income
  tax...........................    (491,586)    (830,169)   (1,988,720)    (255,948)
Income tax credit (note 14).....     (46,315)          --            --           --
                                  ----------   ----------   -----------    ---------
Net loss for the year...........  $ (445,271)  $ (830,169)  $(1,988,720)   $(255,948)
                                  ==========   ==========   ===========    =========
</TABLE>

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

                                     F-12-6
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY/(DEFICIT)

                      (IN THOUSANDS OF HONG KONG DOLLARS)

<TABLE>
<CAPTION>
                                   COMMON STOCK
                               ---------------------                  RETAINED         TOTAL
                               AUTHORIZED              ADDITIONAL    EARNINGS/     SHAREHOLDERS'
                               AND ISSUED               PAID-IN     (ACCUMULATED      EQUITY/
                                 SHARES      AMOUNT     CAPITAL       LOSSES)        (DEFICIT)
                                 ------      ------     -------       -------        ---------
<S>                            <C>          <C>        <C>          <C>            <C>
Balance at January 1, 1997...    100,000     $1,000    $       --   $    79,879     $    80,879
Net loss for the year........         --         --            --      (445,271)       (445,271)
                                 -------     ------    ----------   -----------     -----------
Balance at December 31,
  1997.......................    100,000      1,000            --      (365,392)       (364,392)
Net loss for the year........         --         --            --      (830,169)       (830,169)
                                 -------     ------    ----------   -----------     -----------
Balance at December 31,
  1998.......................    100,000      1,000            --    (1,195,561)     (1,194,561)
Issue of 'A' common shares of
  HK$10 par value............     15,812        158     2,210,834            --       2,210,992
Issue of 'C' common shares of
  HK$10 par value............      3,709         37       518,592            --         518,629
Net loss for the year........         --         --            --    (1,988,720)     (1,988,720)
                                 -------     ------    ----------   -----------     -----------
Balance at December 31,
  1999.......................    119,521     $1,195    $2,729,426   $(3,184,281)    $  (453,660)
                                 =======     ======    ==========   ===========     ===========
</TABLE>

                      CONVENIENCE TRANSLATION (NOTE 2(V))


<TABLE>
<CAPTION>
                                                                               TOTAL
                                                                           SHAREHOLDERS'
                                                                              EQUITY/
                                                                             (DEFICIT)
                                                                           -------------
                                                                            (UNAUDITED)
                                                                               US $
                                                                              (000S)
                                                                              ------
<S>                       <C>        <C>        <C>          <C>           <C>
Balance at December 31, 1998............................................     $(153,740)
Issue of 'A' common shares of HK$10 par value...........................       284,555
Issue of 'C' common shares of HK$10 par value...........................        66,747
Net loss for the year...................................................      (255,948)
                                                                             ---------
Balance at December 31, 1999............................................     $ (58,386)
                                                                             =========
</TABLE>


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

                                     F-12-7
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                      (IN THOUSANDS OF HONG KONG DOLLARS)

<TABLE>
<CAPTION>
                                                                           CONVENIENCE
                                                                           TRANSLATION
                                                                           (NOTE 2(V))
                                                                           -----------
                                                                           (UNAUDITED)
                                           YEAR ENDED DECEMBER 31,            US $
                                     -----------------------------------     (000S)
                                       1997        1998         1999          1999
                                       ----        ----         ----          ----
<S>                                  <C>         <C>         <C>           <C>
Cash flows from operating
  activities:
Net loss for the year.............   $(445,271)  $(830,169)  $(1,988,720)   $(255,948)
Adjustments to reconcile net loss
  for the year to net cash
  provided by/ (used in)
  operations:
  Depreciation and amortization...     447,508     563,453       549,134       70,674
  Loss/(gain) on disposal of
    property, plant and
    equipment.....................       4,943       9,863          (187)         (24)
Changes in assets and liabilities:
  (Increase)/decrease in accounts
    receivable....................     (47,116)     37,974       (66,159)      (8,515)
  Increase in other receivables,
    deposits and prepayments......     (40,230)   (120,841)      (33,908)      (4,364)
  Decrease/(increase) in
    inventories...................       8,077      10,102       (26,021)      (3,349)
  Transfer from property, plant
    and equipment to current
    assets........................          --       6,874            --           --
  (Decrease)/increase in trade
    accounts payable..............    (102,147)    (93,700)      101,755       13,096
  Increase in other payables and
    accrued liabilities...........     123,074      22,582       128,727       16,567
  Increase/(decrease) in service
    subscription fees received in
    advance.......................     155,632     (38,477)      503,422       64,790
  Decrease in income tax
    payable.......................     (18,582)         --            --           --
  Decrease in deferred tax
    liabilities...................     (27,733)         --            --           --
  Increase/(decrease) in deferred
    gain on defeasance of capital
    lease.........................          --     115,664       (14,489)      (1,865)
                                     ---------   ---------   -----------    ---------
  Net cash provided by/(used in)
    operations....................      58,155    (316,675)     (846,446)    (108,938)
                                     ---------   ---------   -----------    ---------
</TABLE>

                                     F-12-8
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                      (IN THOUSANDS OF HONG KONG DOLLARS)

<TABLE>
<CAPTION>
                                                                          CONVENIENCE
                                                                          TRANSLATION
                                                                          (NOTE 2(V))
                                                                          -----------
                                                                          (UNAUDITED)
                                        YEAR ENDED DECEMBER 31,              US $
                                 --------------------------------------     (000S)
                                    1997          1998          1999         1999
                                    ----          ----          ----         ----
<S>                              <C>           <C>           <C>          <C>
Cash flows from investing
  activities:
  (Purchase)/disposal of
    restricted investments and
    other asset................  $        --   $(2,955,011)  $   34,451    $   4,434
  Purchase of property, plant
    and equipment..............   (1,537,868)     (522,313)    (780,024)    (100,389)
  Proceeds on disposal of
    property, plant and
    equipment..................       33,270        39,266       49,666        6,392
                                 -----------   -----------   ----------    ---------
  Net cash used in investing
    activities.................   (1,504,598)   (3,438,058)    (695,907)     (89,563)
                                 -----------   -----------   ----------    ---------
Cash flows from financing
  activities:
  (Increase)/decrease in
    amounts due from
    affiliates.................     (120,842)      526,702     (199,660)     (25,696)
  (Decrease)/increase in
    amounts due to
    affiliates.................         (293)       48,556       47,046        6,055
  Loans from/(repayment to)
    affiliates.................    1,567,324       341,203     (987,327)    (127,069)
  Increase in/(repayment of)
    capital lease
    liabilities................           --     2,838,745      (34,735)      (4,470)
  Proceeds from issue of common
    stock......................           --            --    2,729,621      351,302
                                 -----------   -----------   ----------    ---------
  Net cash provided by
    financing activities.......    1,446,189     3,755,206    1,554,945      200,122
                                 -----------   -----------   ----------    ---------
Net (decrease)/increase in cash
  and cash equivalents.........         (254)          473       12,592        1,621
Cash and cash equivalents at
  beginning of year............          600           346          819          105
                                 -----------   -----------   ----------    ---------
Cash and cash equivalents at
  end of year..................  $       346   $       819   $   13,411    $   1,726
                                 ===========   ===========   ==========    =========
Supplemental disclosures:
  Interest paid................  $   418,836   $   705,802   $  574,255    $  73,907
                                 ===========   ===========   ==========    =========
</TABLE>

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

                                     F-12-9
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--BUSINESS AND BASIS OF PRESENTATION

THE COMPANY

    Hutchison Telephone Company Limited (the "Company") was incorporated in Hong
Kong in September 1983 under the name Selby Company Limited. In October 1983,
the Company changed its name to Hutchison Radio Telephone Limited; which was
further changed to Hutchison Telephone Company Limited in October 1984. The
Company is engaged in the provision of mobile telephone and radio transmission
services in Hong Kong and sales of mobile phones and accessories. The Company
has a wholly owned subsidiary, Citicomm Limited, a company incorporated in Hong
Kong. The subsidiary was dormant during the year ended December 31, 1999 and is
in the process of voluntary winding up.

    As of December 31, 1999, the Company was 55.9% owned by Whampoa Holdings
Limited, a company incorporated in Jersey, 25.1% owned by Motorola Asia Limited,
a company incorporated in Hong Kong and 19.0% owned by HTCL Holdings Limited, a
company incorporated in Hong Kong. Whampoa Holdings Limited is wholly owned by
Hutchison Whampoa Limited, a company incorporated and listed in Hong Kong.
Motorola Asia Limited is wholly owned by Motorola Inc., a company incorporated
in the United States of America and listed in the New York Stock Exchange. HTCL
Holdings Limited is wholly owned by NTT DoCoMo, Inc., a company incorporated in
Japan and listed in the Nikkei Stock Exchange.

BASIS OF PRESENTATION

    The Company has been incurring a net loss in each of the three years in the
period ended December 31, 1999; and as of December 31, 1999, the Company had an
accumulated loss of HK$3,184,281,000 and a shareholders' deficit of
HK$453,660,000 and the Company's current liabilities exceeded its current assets
by HK$639,840,000. The Company's operation is being financed principally by
funding provided by shareholders. On March 31, 2000, the Company completed an
agreement with a syndicate of financial institutions for a credit facility of
HK$4,000 million. This credit facility bears interest at Hong Kong Interbank
Offer Rate plus 1.1% to 1.3%, expires on various dates from March 2005 to March
2007 and is secured, inter alia, by a fixed and floating charge over the assets
of the Company and a fixed charge over the telecommunication licences.
Management believes that the funding from the shareholders together with the
available credit facility should be sufficient to enable the Company to carry on
its operations as a going concern for a period of at least one year from
December 31, 1999.

                                    F-12-10
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--PRINCIPAL ACCOUNTING POLICIES

(A) ACCOUNTING PRINCIPLES

    The consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America.

(B) USE OF ESTIMATES

    The preparation of financial statements in conformity with 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 period.
Actual results could differ from these estimates.

(C) PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary. All material intercompany accounts and
transactions have been eliminated.

(D) REVENUE RECOGNITION

    The Company recognizes income on the following bases:

    (i)  Revenue from sales of mobile phones and accessories

       Revenue from sales of mobile phones and accessories is recognized when
       the mobile phones and accessories are delivered to customers and
       collectibility can be reasonably assured.

    (ii) Revenue from network service fees and airtime charges

       Revenue from network service fees and airtime charges is recognized when
       the services are rendered.

    (iii) Interest income

       Interest income is recognized on a time proportion basis, taking into
       account the principal amounts outstanding and the interest rates
       applicable.

(E) SUBSCRIBER ACQUISITION COSTS

    The direct costs of acquisition of subscribers, which comprise the loss on
the sale of mobile phones and accessories to the Company and commission
expenses, are expensed as incurred. Revenue and cost of revenues in respect of
sales of mobile phones and accessories are included in revenues and cost of
revenues, respectively and commission expenses are included in sales and
marketing expenses.

                                    F-12-11
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
(F) PRE-LAUNCH COSTS

    Operating and overhead costs incurred during the development of cellular
networks prior to the launch date are expensed as incurred.

(G) ADVERTISING AND PROMOTION COSTS

    Advertising and promotion costs are charged to the statement of operations
as incurred.

(H) WARRANTY COSTS

    The Company provides certain warranty to customers on mobile phones and
accessories sold for a period ranging from one to three years. Costs incurred
for the provision of warranty service mainly include labour and spare parts.
Labour cost is expensed as incurred and spare parts are amortized on a straight
line basis over one year. Balance of unamortized cost of spare parts is included
in inventories. The warranty costs incurred by the Company in each of the three
years ended December 31, 1997, 1998 and 1999 were not material.

(I)  BORROWING COSTS

    Interest expenses during the construction or production of property, plant
and equipment are capitalized as cost of the related property, plant and
equipment up to the date of completion of construction or production.

    Other borrowing costs are charged to the statement of operations in the
period in which they are incurred, or deferred and amortized on a straight line
basis over the term of the related credit facilities. Balances of unamortized
borrowing costs are included in other receivables, deposits and prepayments in
the balance sheet.

(J)  OPERATING LEASES

    Leases where substantially all of the rewards and risks of ownership of
assets remain with the leasing company are accounted for as operating leases.
Rentals incurred are charged to the statement of operations on a straight line
basis over the lease term.

(K) CAPITAL LEASE UNDER SALES AND LEASEBACK

    In 1998, certain telecommunications equipment was sold and leased back for a
lease term equal to seventy-five percent or more of the estimated economic life
of the equipment. Such lease is accounted for as a capital lease. The gross
amount of the telecommunications equipment under capital lease is recorded under
site plant and network equipment in the Company's property, plant and equipment.
Depreciation of the leased telecommunications equipment is provided on the same
basis as the Company's site plant and network equipment (see note 2(m)). The
Company recorded

                                    F-12-12
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
a net profit of HK$122,752,000 on the transaction, which is deferred and
amortized in proportion to the amortization of the equipment sold in accordance
with the requirements of Statement of Financial Accounting Standards No. 28.

(L)  DEFERRED TAXATION

    Deferred income taxes are accounted for using the liability method, under
which the expected future tax consequences of timing differences between the
book and tax basis of assets and liabilities, and the benefit of tax losses
available for carry forward to future years are recognized as deferred tax
assets and liabilities. Valuation allowance is provided on deferred tax assets
to the extent that the ultimate realization of the assets is considered less
likely than not.

(M) PROPERTY, PLANT AND EQUIPMENT

    (i)  Property, plant and equipment are stated at cost less accumulated
       depreciation. Depreciation of property, plant and equipment is provided
       using the straight-line method over the estimated useful lives of the
       assets. Estimated useful lives are summarized as follows:

<TABLE>
<CAPTION>

        <S>                                <C>
                                           Shorter of 50 years or lease
        Buildings........................  period
                                           Shorter of 7 years or lease
        Leasehold improvements...........  period
        Site plant and network
          equipment......................  10 years
        Computer equipment...............  5 years
        Office furniture and equipment...  7 years
        Motor vehicles...................  4 years
        Other assets.....................  5 years
</TABLE>

       Leasehold land is amortized over the remaining period of the lease.

       The cost of network equipment comprises the purchase cost of network
       assets and equipment and direct expenses in respect of the development of
       the network.

    (ii) The carrying amounts of property, plant and equipment are reviewed
       regularly on a gross cash flow basis to assess whether their recoverable
       amounts have declined below their carrying amounts and a provision made
       for any shortfall identified. Based on its most recent analysis, the
       Company believes that there was no material impairment of its property,
       plant and equipment as of December 31, 1999.

    (iii) The gain or loss on disposal of property, plant and equipment is the
       difference between the net sales proceeds and the carrying amount of the
       relevant asset, and is included in the statement of operations.

                                    F-12-13
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
(N) ACCOUNTS RECEIVABLE

    Provision is made against accounts receivable to the extent that they are
considered to be doubtful. Accounts receivable in the balance sheet are stated
net of such provision.

(O) INVENTORIES

    Inventories are stated at the lower of cost or net realizable value. Cost is
calculated on the first in first out basis. Net realizable value is determined
on the basis of anticipated sales proceeds after the provision for inventory
obsolescence, less estimated selling expenses.

(P) CASH AND CASH EQUIVALENTS

    Cash and cash equivalents are short-term highly liquid investments, which
are readily convertible into cash and have original maturities of three months
or less at the date of acquisition.

(Q) INVESTMENTS

    The Company's investments in money market accounts with a bank and corporate
and other bonds have an original contractual maturity of greater than ninety
days at the time of purchase. The investments are held to maturity and are
stated at cost. Interest income on money market accounts is accrued as earned.

(R) REFUNDABLE DEPOSITS

    Refundable deposits are received from customers who loan handsets from the
Company or require mobile international calls and roaming services. The
refundable deposits are retained by the Company and are included in other
payables and accrued liabilities for as long as the customers require these
services.

(S) FAIR VALUE OF FINANCIAL INSTRUMENTS

    The Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles. The carrying amount of the Company's
financial instruments, including cash equivalents, investments in money market
accounts, accounts receivable, accounts payable and accrued expenses,
approximate fair value due to their short maturity.

(T) TRANSLATION OF FOREIGN CURRENCIES

    The functional currency of the operations of the Company and its subsidiary
is the Hong Kong dollar.

    Transactions in foreign currencies are translated at exchange rates ruling
at the transaction dates. Monetary assets and liabilities expressed in foreign
currencies at the

                                    F-12-14
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
balance sheet date are translated at rates of exchange ruling at the balance
sheet date. Exchange differences arising are included in the statement of
operations.

(U) COMPREHENSIVE INCOME

    Comprehensive income is defined as the change in equity of a company during
a period from transactions and other events and circumstances excluding
transactions resulting from investment by owners and distribution to owners. For
each of the three years ended December 31, 1997, 1998 and 1999, the Company's
comprehensive loss represented the Company's net loss for the year and the
Company had no other elements of comprehensive income.

(V) CONVENIENCE TRANSLATIONS

    The consolidated balance sheet as of December 31, 1999 and consolidated
statements of operations, of cash flows and of changes in shareholders'
equity/(deficit) for the year ended December 31, 1999 contain translations of
Hong Kong dollars to US dollars at the rate of HK$7.77 to US dollar. Such
translations should not be construed as representations that the Hong Kong
dollar amounts represent or have been or could be converted into US dollars at
that or any other rate.

NOTE 3--ACCOUNTS RECEIVABLE

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                          ---------------------
                                            1998        1999
                                            ----        ----
                                          (IN THOUSANDS OF HONG
                                              KONG DOLLARS)
<S>                                       <C>         <C>
Trade accounts receivable...............  $ 242,198   $ 294,084
Less: Allowance for doubtful accounts...   (190,611)   (176,338)
                                          ---------   ---------
                                          $  51,587   $ 117,746
                                          =========   =========
</TABLE>

                                    F-12-15
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4--OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                           -------------------
                                                             1998       1999
                                                             ----       ----
                                                            (IN THOUSANDS OF
                                                           HONG KONG DOLLARS)
<S>                                                        <C>        <C>
Rental and utility deposits..............................  $ 67,451   $ 66,896
Roaming charges prepaid..................................     7,457     10,524
Network licence fee prepaid..............................    57,982     60,919
Prepaid distributed communication system access fees.....    61,965     76,357
Prepaid integrated radio system project access fee.......    14,510     24,936
Prepaid expenses.........................................     3,070      4,466
Other receivables........................................     8,160     10,405
                                                           --------   --------
                                                           $220,595   $254,503
                                                           ========   ========
</TABLE>

NOTE 5--INVENTORIES

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                         ----------------------
                                                           1998          1999
                                                           ----          ----
                                                            (IN THOUSANDS OF
                                                           HONG KONG DOLLARS)
<S>                                                      <C>           <C>
Mobile phones and accessories:
Gross inventory amount.................................  $168,945      $241,574
Less: Provisions.......................................   (25,995)      (72,603)
                                                         --------      --------
                                                         $142,950      $168,971
                                                         ========      ========
</TABLE>

NOTE 6--PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                        -----------------------
                                                           1998         1999
                                                           ----         ----
                                                           (IN THOUSANDS OF
                                                          HONG KONG DOLLARS)
<S>                                                     <C>          <C>
Leasehold land and buildings in Hong Kong.............  $    2,118   $    2,118
Leasehold improvements................................     510,122      580,248
Office furniture and equipment........................      31,372       29,976
Site plant and network equipment......................   3,892,242    4,504,928
Computer equipment....................................     204,606      149,151
Motor vehicles and other assets.......................       3,961        3,653
Construction in progress..............................      29,710       38,158
                                                        ----------   ----------
                                                         4,674,131    5,308,232
Less: Accumulated depreciation and amortization.......   1,588,023    2,040,713
                                                        ----------   ----------
                                                        $3,086,108   $3,267,519
                                                        ==========   ==========
</TABLE>

                                    F-12-16
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
    Included in site plant and equipment are telecommunications equipment under
capital leases at an aggregated cost of HK$3,220,949,000 and HK$3,222,480,000
with related accumulated depreciation of HK$686,946,000 and HK$995,556,000 at
December 31, 1998 and 1999, respectively. Depreciation of the telecommunications
equipment under capital leases, amounting to HK$158,208,000 and HK$318,914,000
for the years ended December 31, 1998 and 1999, respectively, has been included
in the depreciation expense of the respective years. The Company did not have
property, plant and equipment under capital lease as of and during the year
ended December 31, 1997.

NOTE 7--RESTRICTED INVESTMENTS AND OTHER ASSET


<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                        -----------------------
                                           1998         1999
                                           ----         ----
                                           (IN THOUSANDS OF
                                          HONG KONG DOLLARS)
<S>                                     <C>          <C>
Corporate and other bonds.............  $  547,925   $  549,339
Funds on deposit with a financial
  institution.........................   2,290,820    2,254,671
Money market accounts.................     116,266      116,550
                                        ----------   ----------
                                        $2,955,011   $2,920,560
                                        ==========   ==========
</TABLE>


    In 1998, the Company sold certain telecommunications equipment indirectly
for a consideration of HK$2,945,992,000 and such equipment was leased back under
a capital lease. A portion of the sales proceeds, amounting to HK$547,925,000,
was invested in corporate and other bonds, a portion amounting to
HK$2,290,820,000 was deposited with a financial institution and the remainder
was deposited in money market accounts. The corporate and other bonds and the
deposit with the financial institution, and interest thereon, are restricted to
be used for repayment of amounts due under the capital lease agreement.

    The Company's investment in money market accounts with a bank has a maturity
of greater than ninety days and is pledged to the bank as a collateral to secure
the Company's obligations under the capital lease.

    The investments in money market accounts and corporate and other bonds are
classified as "held to maturity" debt securities and are stated at cost.

                                    F-12-17
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8--OTHER PAYABLES AND ACCRUED LIABILITIES

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                         ----------------------
                                           1998          1999
                                           ----          ----
                                            (IN THOUSANDS OF
                                           HONG KONG DOLLARS)
<S>                                      <C>           <C>
Accrual for sales commission...........  $ 74,702      $119,827
Accrual for marketing and promotion....    14,979        44,147
Accrual for leased lines...............    18,340         2,390
Accrual for connection fees............    45,888        54,605
Accrual for other network operating
  expenses.............................    61,189        87,829
Other expenses accrued.................     9,775        16,006
Refundable deposits received...........   127,531       156,327
                                         --------      --------
                                         $352,404      $481,131
                                         ========      ========
</TABLE>

NOTE 9--AMOUNTS DUE FROM/TO AFFILIATES

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                         ----------------------
                                           1998          1999
                                           ----          ----
                                            (IN THOUSANDS OF
                                           HONG KONG DOLLARS)
<S>                                      <C>           <C>
Due from affiliates:

  Interest bearing.....................  $185,460      $385,461
  Non-interest bearing.................       693           352
                                         --------      --------
                                         $186,153      $385,813
                                         ========      ========

Due to affiliates:

  Interest bearing.....................  $ 48,555      $ 95,572
  Non-interest bearing.................         1            30
                                         --------      --------
                                         $ 48,556      $ 95,602
                                         ========      ========
</TABLE>

    Amounts due from/to affiliates, companies controlled by the Company's
controlling shareholder, Hutchison Whampoa Limited, are unsecured and have no
fixed repayment terms. The interest bearing amounts due from/to affiliates bear
interest at prevailing market rate (as at December 31, 1999: one month Hong Kong
Interbank Offer Rate less 0.25% which was 6.34%). The average balance of non-
interest bearing amounts due to affiliates during the years ended December 31,
1998

                                    F-12-18
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9--AMOUNTS DUE FROM/TO AFFILIATES (CONTINUED)
and 1999 were HK$1,000 and HK$16,000, respectively. These amounts were provided
by the affiliates as part of the Company's working capital.

NOTE 10--LONG TERM LOANS FROM AFFILIATES

    Long term loans from affiliates, companies controlled by the Company's
controlling shareholder, Hutchison Whampoa Limited, are unsecured, bear interest
at prevailing market rate (as at December 31, 1999: three months' Hong Kong
Interbank Offer Rate plus 1.3% which was 7.05%) and have no fixed repayment
term. The loans from the affiliates are borrowed to finance the capital
expenditure and working capital of the Company.

NOTE 11--OBLIGATIONS UNDER CAPITAL LEASE

    As of December 31, 1999, future minimum lease payments under capital lease
of telecommunications equipment are as follows (in thousands of Hong Kong
dollars):

<TABLE>
<S>                                                <C>
Year ending December 31,
2000.............................................  $  246,757
2001.............................................     246,757
2002.............................................     246,757
2003.............................................     246,757
2004.............................................     246,757
2005 and beyond..................................   2,720,050
                                                   ----------
Total minimum lease payments.....................   3,953,835
Less: Amount representing interest...............   1,149,825
                                                   ----------
Present value of capital lease obligations.......   2,804,010
Less: Current portion............................     114,984
                                                   ----------
Noncurrent portion of capital lease
  obligations....................................  $2,689,026
                                                   ==========
</TABLE>

NOTE 12--SHARE CAPITAL

    The Company was incorporated with an authorized share capital of HK$10,000,
divided into 1,000 shares of Common Stock with par value of HK$10 per share.
Pursuant to a special resolution on August 2, 1984, the 1,000 authorized Common
shares were designated as 510 'A' Shares, 300 'B' Shares and 190 'C' Shares.
Pursuant to an ordinary resolution on September 27, 1984, the Company's
authorized share capital was increased to HK$1,000,000, divided into 100,000
shares of Common Stock with a par value of HK$10 per share, of which 51,000
shares were designated as

                                    F-12-19
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHARE CAPITAL (CONTINUED)
'A' Shares, 30,000 shares were designated as 'B' Shares and 19,000 shares were
designated as 'C' Shares.

    As of December 31, 1997 and 1998, 51,000 'A' Shares, 30,000 'B' shares and
19,000 'C' shares were issued at par value.

    Pursuant to a special resolution on December 8, 1999, the Company was
authorized to increase its Common Stock to 119,521 shares with a par value of
HK$10 per share, of which 66,812 shares were designated as 'A' Shares, 30,000
shares were designated as 'B' shares and 22,709 shares were designated as 'C'
Shares.

    On December 8, 1999, 15,812 'A' shares and 3,709 'C' shares were issued for
cash at a price of HK$139,830 per share.

    Except as further described below, the A Shares, the B Shares and the C
Shares of the Company rank pari passu in voting and dividend rights and assets
distribution at liquidation of the Company.

    Each share entitles the holder to one vote. Holders of the A Shares are
entitled to appoint three directors to the Board and to nominate the chairman of
the directors. Holders of the B Shares are entitled to appoint two directors
while holders of the C Shares are entitled to appoint one director to the Board.
In addition, the board of directors is entitled to appoint a director, so that
the total number of directors shall not at any time exceed the maximum number of
seven.

    Upon liquidation of the Company, the net assets of the Company available for
distribution to the shareholders after the payments of all debts and other
liabilities of the Company will be distributed among the holders of A Shares, B
Shares and C Shares in proportion to their respective percentage of equity
holding in the Company.

    A holder of any class of shares proposing to transfer shares in the Company
shall not transfer part only of his shares and shall not transfer the shares
without the consent of all the other shareholders of the Company. A shareholder
proposing to transfer his shares in the Company has to offer the shares to the
existing shareholders of the Company; and to the extent that his shares are not
taken up by the existing shareholders may be able to offer them to other third
parties.

                                    F-12-20
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--INTEREST EXPENSE

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                  ------------------------------
                                                    1997       1998       1999
                                                    ----       ----       ----
                                                         (IN THOUSANDS OF
                                                        HONG KONG DOLLARS)
<S>                                               <C>        <C>        <C>
Interest expense incurred.......................  $397,195   $705,802   $500,319
Less: Amount capitalized into property, plant
  and equipment.................................     7,444      5,456      2,543
                                                  --------   --------   --------
                                                  $389,751   $700,346   $497,776
                                                  ========   ========   ========
</TABLE>

NOTE 14--INCOME TAX

    The components of the income tax credit are as follows:

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                  ------------------------------
                                                    1997       1998       1999
                                                    ----       ----       ----
                                                         (IN THOUSANDS OF
                                                        HONG KONG DOLLARS)
<S>                                               <C>        <C>        <C>
Current
  Write back of overprovision for income tax....  $(18,582)  $     --   $     --
Deferred........................................   (27,733)        --         --
                                                  --------   --------   --------
                                                  $(46,315)  $     --   $     --
                                                  ========   ========   ========
</TABLE>

    Deferred tax assets/(liabilities) are summarized as follows:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                          ---------------------
                                                            1998        1999
                                                            ----        ----
                                                            (IN THOUSANDS OF
                                                           HONG KONG DOLLARS)
<S>                                                       <C>         <C>
DEFERRED TAX LIABILITIES:
  Depreciation..........................................  $(284,586)  $(315,504)
  Accrued expenses......................................     (4,308)     (1,397)
  Deferred expenditure..................................         --        (249)
                                                          ---------   ---------
                                                           (288,894)   (317,150)

DEFERRED TAX ASSETS:
  Net operating loss....................................    430,120     762,984
                                                          ---------   ---------
                                                            141,226     445,834
Valuation allowance.....................................   (141,226)   (445,834)
                                                          ---------   ---------
                                                          $      --   $      --
                                                          =========   =========
</TABLE>

                                    F-12-21
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--RELATED PARTY TRANSACTIONS AND BALANCES

    The Company had the following transactions with related parties:

<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31,
                                                       --------------------------------
                                              NOTE        1997        1998       1999
                                              ----        ----        ----       ----
                                                               (IN THOUSANDS OF
                                                              HONG KONG DOLLARS)
<S>                                         <C>        <C>          <C>        <C>
  HUTCHISON TELECOMMUNICATIONS LIMITED            I

Fees paid to the above for management
  consultancy services...................       2(i)   $   31,000   $ 34,000   $ 32,774

Disposal of TACS Equipment to above......                  33,283         --         --

  HUTCHISON GLOBAL CROSSING LIMITED
    (FORMERLY KNOWN AS "HUTCHISON
    COMMUNICATIONS LIMITED")                      I

Dealer commission paid to above
  company................................      2(ii)      208,219    222,979    220,302
Collection fee paid to above company.....     2(iii)           --     35,118     28,855
Service fee paid to above company........      2(iv)       16,322         --         --
Dealer commission received from above
  company................................       2(v)          969        332         12
Properties and other assets sold to above
  company................................                      --         --      1,936
Interconnection charges paid to above
  company................................                      --        151      5,511
IDD charges paid to the above company....                     416    105,884    214,094
Leased lines rental paid to the above
  company................................                      --     22,237    110,612
MNP porting and dipping paid to above
  company................................                      --         --     14,208

  HUTCHISON PAGING SERVICES LIMITED               I

Dealer commission paid to above
  company................................      2(ii)           --         --     59,810
Collection fee paid to above company.....     2(iii)           --         --      6,678

  FORTRESS LIMITED                                I

Dealer commission paid to above
  company................................      2(ii)        6,661     26,103     29,071

  WATSON'S THE CHEMIST                            I

Dealer commission paid to above
  company................................      2(ii)           --         --      9,113
</TABLE>

                                    F-12-22
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31,
                                                       --------------------------------
                                              NOTE        1997        1998       1999
                                              ----        ----        ----       ----
                                                               (IN THOUSANDS OF
                                                              HONG KONG DOLLARS)
<S>                                         <C>        <C>          <C>        <C>
  HUTCHISON TELECOMMUNICATIONS (HONG
    KONG) LIMITED                                 I

Fees paid to the above company for the
  provision of management and treasury
  services...............................      2(vi)       28,990     47,110     54,068

  MOTOROLA ASIA PACIFIC LIMITED &
    MOTOROLA INC.                                 I

Payments made to the above companies in
  return for maintenance services........                 110,021     78,055     77,502
Purchase of site equipment from above
  companies..............................               1,202,650    245,833    540,328
Purchase of inventories from the above
  companies..............................                 321,847    150,227    505,760
</TABLE>

    NOTES

1.  The relationships between Hutchison Telephone Company Limited and the above
    companies are as follows:

<TABLE>
<CAPTION>
        RELATIONSHIP                       COMPANY
        ------------                       -------
        <S>                                <C>
        Companies controlled by the        Hutchison Telecommunications
        Company's controlling              Limited
        shareholder, Hutchison Whampoa     Hutchison Global Crossing Limited
        Limited                            Hutchison Paging Services Limited
                                           Fortress Limited
                                           Watson's The Chemist
                                           Hutchison Telecommunications
                                           (Hong Kong) Limited

        Company wholly owned by Motorola   Motorola Asia Pacific Limited
        Inc., parent of a shareholder of
        the Company
</TABLE>

                                    F-12-23
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
    Since January 12, 2000, Hutchison Global Crossing Limited is 50% owned by
Hutchison Whampoa Limited.

2.  (i)  The Company paid fees to Hutchison Telecommunications Limited for the
         provision of management consultancy services which were priced based on
         the projected time consumption of services and facilities used by the
         Company's business operations.

    (ii) Dealer commission was paid to Hutchison Global Crossing Limited,
       Hutchison Paging Services Limited, Fortress Limited and Watson's The
       Chemist in respect of the sale of mobile phones and connections to the
       Company's cellular network through retail stores.

    (iii) Amounts represented payments for the services rendered by Hutchison
       Global Crossing Limited and Hutchison Paging Services Limited in the
       collection of mobile service fees through the retail stores of these
       two companies.

    (iv) Amounts were paid for the provision of paging services to telephone
       subscribers using bundled service.

    (v) Commission was received for the sale of pagers and connection to
       Hutchison Global Crossing Limited's paging networks through telephone
       retail stores.

    (vi) Certain operating expenses of the Company, along with certain other
       affiliates under the control of Hutchison Whampoa Limited, are incurred
       by Hutchison Telecommunications (Hong Kong) Limited which provides
       services and facilities to the Company and the said other affiliates.
       These expenses relate to a number of different cost centers. The Company
       is charged a share of these common costs based on the allocation, by
       reference to the respective allocation percentages fixed in respect of
       each cost center, on the basis of projected time consumption of services
       and facilities used by the business operations sharing the relevant
       services and facilities.

    In addition to the related party transactions disclosed above, the Company
had the following trademark licenses and related agreements with related
parties:

1.  The Company entered into a license agreement with Hutchison Whampoa
    Enterprises Limited, a company controlled by the Company's controlling
    shareholder, Hutchison Whampoa Limited, on June 23, 1998 for the rights to
    use the "Hutchison Telecom" logo and the "CDMA Four Square Device" mark for
    an indefinite period at no cost to the Company unless terminated in
    accordance with the terms of the agreement.

                                    F-12-24
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
2.  The Company entered into a trade mark sub-license agreement with Hutchison
    Whampoa Enterprises Limited and a user agreement with Orange Personal
    Communications Services Limited, an investee company of the Company's
    controlling shareholder, Hutchison Whampoa Limited, on May 26, 1999 for the
    rights to use certain "Orange" trademarks for an indefinite period at no
    cost to the Company unless terminated in accordance with the terms of
    the agreement.

3.  The Company entered into a brand support agreement with Orange Personal
    Communications Services Limited on May 26, 1999 under which Orange Personal
    Communications Services Limited will provide information and expertise to
    support in Hong Kong the "Orange" brand as long as the Company uses the
    "Orange" brand or at a minimum a period of five years at a price of L150,000
    per annum, approximating HK$1,887,000 at the December 31, 1999
    exchange rate.

    Included in trade accounts payable were trade payables to Motorola Asia
Pacific Limited and Motorola Inc., amounting to HK$61,510,000 and HK$7,916,000
as of December 31, 1998 and 1999, respectively.

NOTE 16--CONCENTRATION OF CREDIT RISK

    Financial instruments which potentially subject the Company to concentration
of credit risk consist principally of investments in checking and money market
accounts and accounts receivable. The Company maintains checking and money
market accounts with highly rated financial institutions and their composition
and maturity are regularly monitored by management.

    The Company performs ongoing credit evaluation of its customers and
maintains reserves for credit losses where necessary. No individual customer
accounted for 10% or more of the Company's revenues from sales of mobile phones
and accessories or sales of network service for each of the year in the three
years ended December 31, 1999. No individual customer represented 10% or more of
the trade accounts receivable balance as of December 31, 1998 and 1999.

NOTE 17--COMMITMENTS

    The Company leases its shops, network cell sites and telephone lines under
noncancelable operating leases. Lease rental for shops and network cell sites
were HK$230,856,000, HK$267,506,000 and HK$352,867,000 for the years ended
December 31, 1997, 1998 and 1999, respectively. Rental expense for leased
telephone

                                    F-12-25
<PAGE>
                      HUTCHISON TELEPHONE COMPANY LIMITED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 17--COMMITMENTS (CONTINUED)
lines were HK$231,149,000, HK$228,327,000 and HK$279,027,000 for the years ended
December 31, 1997, 1998 and 1999, respectively.

    As of December 31, 1999, future minimum lease payments under operating
leases are as follows:

<TABLE>
<CAPTION>
                                                                  LEASED
                                                SHOPS AND        TELEPHONE
                                            NETWORK CELL SITES     LINES      TOTAL
                                            ------------------     -----      -----
                                               (IN THOUSANDS OF HONG KONG DOLLARS)
<S>                                         <C>                  <C>         <C>
Year ending December 31,
2000......................................       $163,484         $56,187    $219,671
2001......................................         54,258           6,662      60,920
2002......................................         18,188              37      18,225
2003......................................         12,750              --      12,750
2004......................................          9,877              --       9,877
2005 and beyond...........................          6,496              --       6,496
                                                 --------         -------    --------
                                                 $265,053         $62,886    $327,939
                                                 ========         =======    ========
</TABLE>

    As of December 31, 1999, the Company has approved commitments for capital
expenditures on property, plant and equipment of HK$1,291,852,000 in total, of
which an amount of HK$283,567,000 has been contracted with vendors.

NOTE 18--CONTINGENT LIABILITIES

    As of December 31, 1999, the Company had the following contingent
liabilities:

    (i)  Performance guarantees in the amount of HK$80,000,000 in respect of
       installation of PCS network which was subsequently cleared after the year
       end date,

    (ii) Guarantees in the amount of HK$10,617,000 for the use of antenna in
       Hong Kong International Airport.

NOTE 19--SEGMENT INFORMATION

    Pursuant to paragraph 9 of Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information",
segment information of the Company is not presented as the Company is not a
listed company.

                                    F-12-26
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                               23,500,000 SHARES


                                     [LOGO]

                                  COMMON STOCK


                           JOINT BOOKRUNNING MANAGERS



GOLDMAN, SACHS & CO.                                  MORGAN STANLEY DEAN WITTER

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


                                   CHASE H&Q
                           CREDIT SUISSE FIRST BOSTON
                              MERRILL LYNCH & CO.
                              SALOMON SMITH BARNEY



                            ABN AMRO ROTHSCHILD LLC


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


    The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts are estimated
except the SEC registration fee and the Nasdaq National Market listing fee.



<TABLE>
<CAPTION>
                            ITEM                               AMOUNT
                            ----                               ------
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $135,557
NASD registration fee.......................................    30,500
Nasdaq listing fee..........................................     *
Blue Sky qualification fees and expenses....................     *
Legal fees and expenses.....................................     *
Accounting fees and expenses................................     *
Transfer agent and registrar fees...........................     *
Directors and officers insurance............................   128,000
Printing and engraving expenses.............................     *
Miscellaneous expenses......................................     *
                                                              --------
    Total...................................................  $  *
                                                              ========
</TABLE>


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

*  To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    GENERAL CORPORATION LAW

    Propel is incorporated under the laws of the State of Delaware. Section 145
("Section 145") of the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended (the "General Corporation Law"), inter
alia, provides that a Delaware corporation may indemnify any persons who were,
are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reasons of the
fact that such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests, provided that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation. Where an officer, director, employee or agent is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director has actually and reasonably incurred.

                                      II-1
<PAGE>

    Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under section 145.


CERTIFICATE OF INCORPORATION

    Propel's Certificate of Incorporation and Bylaws provide for the
indemnification of officers and directors to the fullest extent permitted by the
General Corporation Law.


    All of Propel's directors and officers are covered by insurance policies
maintained by it against certain liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act").


ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES


    In connection with its incorporation and organization on February 24, 1999,
Propel issued 1,000 shares of common stock to Motorola International Development
Corporation for $10. Propel believes that this issuance was exempt from
registration under Section 4(2) of the Securities Act, as a transaction not
involving any public offering.



    In connection with the Bajacel acquisition on July 11, 2000, Propel issued
2,200 shares of common stock to Motorola International Development Corporation
in exchange for 21,947,685 variable shares and 100 fixed shares of Corporacion
Integral de Comunicaciones S.A. de C.V. Propel believes that this issuance was
exempt from registration under Section 4(2) of the Securities Act, as a
transaction not involving any public offering.


ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

    (A) EXHIBITS

    Reference is made to the attached "Exhibit Index."

    (B) FINANCIAL STATEMENT SCHEDULES.

    Not applicable.

ITEM 17. UNDERTAKINGS

    The undersigned registrant hereby undertakes to provide the underwriters at
the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.


    Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted as to directors, officers and controlling persons of the
registrant under the provisions described in Item 14, or otherwise, the
registrant has been advised that in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payments by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-2
<PAGE>
    The undersigned registrant hereby undertakes that:

    (1) for purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and

    (2) for the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                      II-3
<PAGE>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, Propel, Inc. has
duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Schaumburg, State of Illinois, on September 19, 2000.



<TABLE>
<S>                                                    <C>  <C>
                                                       PROPEL, INC.

                                                       By:  /s/              *
                                                            -----------------------------------------
                                                            CHIEF EXECUTIVE OFFICER AND PRESIDENT
</TABLE>



    Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 has been
signed by the following persons in the capacities and on the dates indicated:



<TABLE>
<CAPTION>
                      SIGNATURES                             CAPACITY                   DATES
                      ----------                             --------                   -----
<S>   <C>                                         <C>                             <C>
      /s/              *
      ---------------------------------           Principal Executive Officer     September 19, 2000
      J. Michael Norris                             and Director

      /s/              *
      ---------------------------------           Principal Financial Officer     September 19, 2000
      Phoebe A. Wood                                and Director

      /s/              *
      ---------------------------------           Director                        September 19, 2000
      Theodore W. Schaffner

      /s/              *
      ---------------------------------           Director                        September 19, 2000
      Richard D. Severns
</TABLE>



<TABLE>
<S>   <C>                                                    <C>                          <C>
*By:                  /s/ THOMAS P. HOLDEN
             --------------------------------------
                        Thomas P. Holden
                        ATTORNEY-IN-FACT
</TABLE>


                                      II-4
<PAGE>
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
       ------                                   -----------
<C>                     <S>
         *1.1           Form of Underwriting Agreement
          2.1           Form of Master Separation Agreement by and between
                        Propel, Inc. and Motorola, Inc.

          3.1           Form of Restated Certificate of Incorporation of Propel,
                        Inc.

          3.2           Form of Amended and Restated Bylaws of Propel, Inc.

         *4.1           Form of certificate representing shares of common stock of
                        Propel, Inc.

          5.1           Opinion of Kirkland & Ellis

         10.1           Form of Transitional Services Agreement by and between
                        Propel, Inc. and Motorola, Inc.

         10.2           Form of Israel Transitional Services Agreement by and
                        between Propel Israel Ltd. and Motorola Israel Ltd.

         10.3           Form of Israeli Separation, IPO and Distribution Agreement
                        by and between Propel, Inc. and Motorola, Inc.

         10.4           Form of Tax Sharing Agreement by and between Propel, Inc.
                        and Motorola, Inc.

         10.5           Form of Registration Rights Agreement by and between
                        Propel, Inc. and Motorola, Inc.

         10.6           Form of Employee Matters Agreement by and between
                        Propel, Inc. and Motorola, Inc.

       **10.7           Form of Wireless Products Distribution Agreement among
                        Propel, Inc., Motorola, Inc. and Motorola Israel, Ltd.

        *10.8           Form of WDS Service Agreement among Propel, Inc.,
                        Motorola, Inc. and Motorola Israel Ltd.

         10.9           Split Agreement between Motorola Israel Ltd. and MIL
                        Fino Ltd.

        *10.10          Propel, Inc. Omnibus Incentive Compensation Plan

        *10.11          Form of Change in Control Agreement

        *10.12          Change of Control Plan

         10.13          Loan Agreement between Propel, Inc. and Motorola, Inc.,
                        dated July 11, 2000

        *10.14          Loan Agreement, by and between Motorola Asia Treasury
                        Pte. Ltd. and Celular de Telfonia S.A. de C.V.

        *10.15          Loan Agreement, by and between Motorola Asia Treasury
                        Pte. Ltd. and Telefonia Celular del Norte S.A. de C.V.

         10.16          Form of Guaranty and Indemnification Agreement between
                        Propel, Inc. and Motorola, Inc.

         10.17          Form of Martingale Sublease

        *10.18          Offer Letter--M. Norris

        *10.19          Offer Letter--R. Haning

        *10.20          Offer Letter--C. Thomson

        *10.21          Offer Letter--R. Young

        *10.22          Offer Letter--M. Van Parys

        *21.1           Subsidiaries of Propel, Inc.

         23.1           Consent of Kirkland & Ellis (included in Exhibit 5.1)

         23.2           Consent of KPMG LLP relating to the consolidated financial
                        statements of Propel, Inc.
</TABLE>


                                      II-5
<PAGE>


<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
       ------                                   -----------
<C>                     <S>
         23.3           Consent of PricewaterhouseCoopers relating to the
                        consolidated financial statements of Compania de
                        Radiocomunicaciones Moviles S.A.

         23.4           Consent of Mancera-Ernst & Young International relating to
                        the consolidated financial statements of Baja Celular
                        Mexicana, S.A. de C.V.

         23.5           Consent of Deloitte & Touche relating to the consolidated
                        financial statements of Entel Telefonia Personal S.A.

         23.6           Consent of PricewaterhouseCoopers relating to the financial
                        statements of Abiatar S.A.

         23.7           Consent of Somekh Chaikan (a member firm of KPMG
                        International) relating to the consolidated financial
                        statements of Pelephone Communications Ltd.

         23.8           Consent of KPMG Hazem Hassan relating to the consolidated
                        financial statements of MobiNil for Telecommunications

         23.9           Consent of KPMG Lietuva relating to the financial statements
                        of UAB Omnitel

         23.10          Consent of Saba & Co. relating to the consolidated financial
                        statements of Pella Investment Company

         23.11          Consent of PricewaterhouseCoopers relating to the
                        consolidated financial statements of Hutchison Telephone
                        Company Limited

       **24.1           Power of Attorney (included in Part II to the Registration
                        Statement previously filed)

         24.2           Power of Attorney for Phoebe A. Wood

         27.1           Financial Data Schedules
</TABLE>


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


 *  To be filed by amendment



**  Previously filed


                                      II-6