<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

(Mark One)

/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2000.

                                       OR

/  /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM  _______  TO  ________.

                        COMMISSION FILE NUMBER 333-93069

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

                                 UTSTARCOM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         DELAWARE                                       52-1782500
 (STATE OF INCORPORATION)                   (I.R.S. EMPLOYER IDENTIFICATION NO.)


1275 HARBOR BAY PARKWAY, ALAMEDA, CALIFORNIA               94502
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                                 (510) 864-8800
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                               ------------------

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

                              Yes /X/        No / /

     As of May 8, 2000, there were 93,497,278 shares of the Registrant's Common
Stock outstanding, par value $0.00125.

     This quarterly report on Form 10Q consists of 36 pages of which this is
page 1. The Exhibit Index appears on page 34.

<PAGE>


                                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I.           FINANCIAL INFORMATION                                                                     PAGE
                  ---------------------                                                                     ----
<S>                                                                                                       <C>
     Item 1.      Condensed Consolidated Financial Statements..................................................2

                  Condensed Consolidated Balance Sheet as of March 31, 2000
                  (unaudited) and December 31, 1999............................................................2

                  Condensed Consolidated Statement of Operations for the three
                  month periods ended March 31, 2000 and March 31, 1999 (unaudited)............................3

                  Condensed Consolidated Statement of Cash Flows for the three
                  month periods ended March 31, 2000 and March 31, 1999 (unaudited)............................4

                  Notes to Condensed Consolidated Financial Statements.........................................5

     Item 2.      Management's Discussion and Analysis of Financial Condition and
                  Results of Operations.......................................................................10

     Item 3.      Quantitative and Qualitative Disclosure about Market Risk...................................30

PART II.          OTHER INFORMATION
                  -----------------

     Item 2.      Changes in Securities and Use of Proceeds...................................................32

     Item 4.      Submission of Matters to a Vote of Security Holders ........................................32

     Item 6.      Exhibits ...................................................................................34

SIGNATURES        ............................................................................................35
</TABLE>


<PAGE>


PART I.       FINANCIAL INFORMATION

ITEM 1.       CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 UTSTARCOM, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET
                 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                          MARCH 31, 2000            DECEMBER 31, 1999
                                                                         ----------------           -----------------
                                                                            (UNAUDITED)
<S>                                                                      <C>                         <C>
                              ASSETS
Current assets:
   Cash and cash equivalents....................................         $        261,663            $         87,364
   Short-term investments.......................................                    8,566                          --
   Accounts receivable, net.....................................                   89,276                      77,823
   Receivable from related parties..............................                       46                         339
   Inventories, net.............................................                   78,508                      55,204
   Other........................................................                   18,511                       8,326
                                                                         ----------------            ----------------
Total current assets............................................                  456,570                     229,056
Property, plant and equipment, net..............................                    8,620                       8,168
Investment in affiliated companies..............................                    4,220                       4,460
Intangible assets, net..........................................                   23,908                      25,132
Deferred tax assets.............................................                    8,728                       4,352
Other...........................................................                      840                         620
                                                                         ----------------            ----------------
   Total assets.................................................         $        502,886            $        271,788
                                                                         ================            ================

                LIABILITIES, MINORITY INTEREST AND
                       STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable.............................................         $         17,215            $         21,745
   Debt.........................................................                   59,652                      34,593
   Debt to shareholder .........................................                    9,085                       8,745
   Income taxes payable.........................................                    2,778                       2,985
   Customer deposits............................................                   15,100                       5,249
   Other........................................................                   23,826                      29,102
                                                                         ----------------            ----------------
Total current liabilities.......................................                  127,656                     102,419
                                                                         ----------------            ----------------
Minority interest in consolidated subsidiaries..................                    3,910                       3,649

Stockholders' equity:
Preferred stock:  $.00125 par value; authorized: 99,200,000 shares;
   issued: 130,013,076; liquidation value of $259,608 at December
   31, 1999.....................................................                       --                          88
Common stock:  $.00125 par value; authorized: 250,000,000 shares;
   issued and outstanding: 8,929,837 at December 31, 1999 and
   93,160,528 at March 31, 2000.................................                      118                          13
Common stock warrant............................................                       --                         389
Additional paid-in capital......................................                  423,782                     218,303
Deferred stock compensation.....................................                  (14,756)                    (17,792)
Accumulated deficit.............................................                  (37,804)                    (34,821)
Notes receivable from shareholders..............................                     (544)                       (555)
Cumulative translation adjustment...............................                      524                          95
                                                                         ----------------            ----------------
Total stockholders' equity......................................                  371,320                     165,720
                                                                         ----------------            ----------------
   Total liabilities, minority interest, and stockholders' equity        $        502,886            $        271,788
                                                                         ================            ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      -2-
<PAGE>

                                 UTSTARCOM, INC.

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS PERIOD ENDED
                                                                         --------------------------------------------
                                                                          MARCH 31, 2000             MARCH 31, 1999
                                                                         -----------------          -----------------
                                                                                         (UNAUDITED)
<S>                                                                      <C>                        <C>
Net sales.......................................................         $          58,759          $          27,551
Cost of sales (excludes stock compensation expense of $33
   and $2)......................................................                    37,866                     17,952
                                                                         -----------------          -----------------
Gross profit....................................................                    20,893                      9,599

Operating expenses:
   Selling, general and administrative expenses (excludes stock
     compensation expense of $1,802 and $444)...................                     9,262                      5,587
   Research and development expenses (excludes stock
      compensation expense of $4,595 and $155)..................                     6,314                      4,045
   Stock compensation expense...................................                     6,430                        601
   Amortization of intangible assets............................                     1,223                         37
                                                                         -----------------          -----------------
Total operating expenses........................................                    23,229                     10,270
                                                                         -----------------          -----------------

Operating loss..................................................                    (2,336)                      (671)

   Interest income..............................................                     1,354                        583

   Interest expenses............................................                      (757)                      (898)

   Other income (expenses), net.................................                       175                         95

   Equity in net income (loss) of affiliated companies..........                      (240)                       190
                                                                         -----------------          -----------------

Loss before income taxes and minority interest..................                    (1,804)                      (701)

Income tax expense (benefit)....................................                       918                        (28)
                                                                         -----------------          -----------------

Loss before minority interest...................................                    (2,722)                      (673)

Minority interest in (earnings) loss of consolidated subsidiaries                     (261)                      (486)
                                                                         -----------------          -----------------

Loss from continuing operations.................................                    (2,983)                    (1,159)

Loss from discontinued operations...............................                        --                       (267)
                                                                         -----------------          -----------------

Net loss........................................................         $          (2,983)         $          (1,426)
                                                                         =================          =================

Basic and diluted loss per share:
   Loss from continuing operations..............................         $           (0.08)         $           (0.14)
   Loss from discontinued operations............................         $              --          $           (0.03)
                                                                         -----------------           ----------------
   Net loss.....................................................         $           (0.08)         $           (0.17)
                                                                         =================          =================

Shares used in per-share calculation:
   -- Basic and diluted.........................................                    35,867                      8,528
                                                                         =================          =================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      -3-
<PAGE>

                                 UTSTARCOM, INC.

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                   THREE MONTH PERIOD ENDED
                                                                          -------------------------------------------
                                                                          MARCH 31, 2000             MARCH 31, 1999
                                                                          ----------------           ----------------
                                                                                         (UNAUDITED)
<S>                                                                       <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................................          $         (2,983)          $         (1,426)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING
   ACTIVITIES:
   Loss from discontinued operations............................                        --                        267
   Depreciation and amortization................................                     2,040                        739
   Net loss on sale and disposal of assets......................                        83                         45
   Stock compensation expense...................................                     6,430                        601
   Equity in net (income) loss of affiliated companies..........                       240                       (190)
   Minority interest............................................                       261                        486
   Changes in operating assets and liabilities:
     Accounts receivable and receivable from related parties....                    (9,270)                     3,771
     Inventories................................................                   (23,304)                     2,693
     Other current and non-current assets.......................                    (9,975)                    (5,250)
     Accounts payable and payable to related parties............                    (4,190)                    (8,960)
     Income taxes payable.......................................                      (207)                       (41)
     Other current liabilities..................................                     4,575                      3,753
                                                                          ----------------           ----------------
Net cash used in continuing operations..........................                   (36,300)                    (3,512)
Net cash used in discontinued operations........................                        --                       (153)
                                                                          ----------------           ----------------
Net cash used in operating activities...........................                   (36,300)                    (3,665)
                                                                          ----------------           ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment......................                    (1,442)                      (400)
Proceeds from disposal of property..............................                        90                         --
Purchase of short-term investments..............................                    (8,566)                        --
                                                                          ----------------           ----------------
Net cash used in investing activities...........................                    (9,918)                      (400)
                                                                          ----------------           ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock, net of expenses..............................                   195,448                        142
Proceeds (payments) from borrowing, net.........................                    25,059                     (1,568)
Proceeds (payments) from shareholder notes, net.................                        11                          2
                                                                          ----------------           ----------------
Net cash (used in) provided by financing activities.............                   220,518                     (1,424)

Effects of exchange rates on cash...............................                        (1)                         1
                                                                          ----------------           ----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............                   174,299                     (5,488)
Less cash used in discontinued operations.......................                        --                       (153)
                                                                          ----------------           ----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............                   174,299                     (5,335)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................                    87,364                     17,626
                                                                          ----------------           ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD......................          $        261,663           $         12,291
                                                                          ================           ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      -4-
<PAGE>

                                 UTSTARCOM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

           (Information for the three months ended March 31, 2000 and
                          March 31, 1999 is unaudited)

1.       BASIS OF PRESENTATION:

         UTStarcom, Inc. (the Company), a Delaware corporation, provides
communications equipment including network access systems, optical transmission
products and subscriber terminal products for service providers that operate
wireless and wireline networks. The Company's operations are conducted primarily
by its foreign subsidiaries that manufacture, distribute, and support the
Company's products in international markets, principally the People's Republic
of China (China).

         The accompanying consolidated financial statements include the accounts
of the Company and its wholly and majority (50 percent or more) owned
subsidiaries, except for the Guangdong manufacturing subsidiary (GUTS) which is
accounted for using the equity method as the Company does not have voting
control over all significant matters. All significant intercompany accounts and
transactions have been eliminated in preparation of the consolidated financial
statements. Minority interest in consolidated subsidiaries and equity in
affiliated companies are shown separately in the consolidated financial
statements. Investments in affiliated companies, of which none represent equal
to or greater than 20 percent ownership, are accounted for using the cost
method.

         The accompanying financial data as of March 31, 2000 and December 31,
1999, and for the three months ended March 31, 2000 and March 31, 1999, have
been prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The December 31, 1999 balance sheet was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles. These condensed consolidated financial
statements should be read in conjunction with the Company's audited December 31,
1999 financial statements including the notes thereto, and the other information
set forth therein included in the Company's Registration Statement on Form S-1.

         In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments (consisting of only normal
recurring adjustments) considered necessary for a fair presentation of the
Company's financial condition, the results of its operations and its cash flows
for the periods indicated. The results of operations for any interim period are
not necessarily indicative of the operating results for a full year or any
future period.

2.       EARNINGS (LOSS) PER SHARE:

         Basic and diluted earnings per share are computed in accordance with
Statement of Financial Accounting Standards No. 128 ("SFAS 128"). Basic earnings
per share is computed by dividing income available to common stockholders by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share is computed giving effect to all dilutive potential common
shares that were outstanding during the period. Dilutive potential common shares
consist of the incremental common shares issuable upon the conversion of
convertible preferred stock (using the "if converted" method) and exercise of
stock options and warrants for all periods. Dilutive potential common shares are
not included during periods in which the Company experienced a net loss, as the
impact would be anti-dilutive.


                                      -5-
<PAGE>

         The following table presents the calculation of basic and diluted
earnings (loss) per share (in thousands except per share data):

<TABLE>
<CAPTION>
                                                                                   THREE MONTH PERIOD ENDED
                                                                         --------------------------------------------
                                                                          MARCH 31, 2000             MARCH 31, 1999
                                                                         -----------------          -----------------
                                                                                         (UNAUDITED)
<S>                                                                      <C>                        <C>
Numerator:
   Loss from continuing operations............................           $          (2,983)         $          (1,159)
   Loss from discontinued operations..........................                          --                       (267)
                                                                         -----------------          -----------------
   Net loss...................................................           $          (2,983)         $          (1,426)
                                                                         =================          =================

Denominator:
   Weighted-average shares outstanding........................                      35,867                      8,528
                                                                         =================          =================

Basic and diluted loss per share:
   Loss from continuing operations............................           $           (0.08)         $           (0.14)
   Loss from discontinued operations..........................                          --                      (0.03)
                                                                         -----------------          -----------------
                                                                         $           (0.08)         $           (0.17)
                                                                         =================          =================
</TABLE>


3.       SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (IN THOUSANDS):

<TABLE>
<CAPTION>
                                                                                   THREE MONTH PERIOD ENDED
                                                                         --------------------------------------------
                                                                          MARCH 31, 2000             MARCH 31, 1999
                                                                         -----------------          -----------------
                                                                                         (UNAUDITED)
<S>                                                                      <C>                        <C>
Cash paid during the period for:
Interest......................................................            $            725            $         1,820
Income taxes..................................................            $          1,240            $           207
</TABLE>




<TABLE>
<CAPTION>
                                                                                   THREE MONTH PERIOD ENDED
                                                                         --------------------------------------------
                                                                          MARCH 31, 2000             MARCH 31, 1999
                                                                         -----------------          -----------------
                                                                                         (UNAUDITED)
<S>                                                                      <C>                        <C>
Noncash investing and financing activities were:
Distribution of net assets to shareholders....................            $             --            $           131
Foreign exchange gain.........................................            $            429            $            --
Non-qualified stock option exercise tax benefits..............            $          4,376            $            --
</TABLE>


4.       CASH, CASH EQUIVALENTS AND INVESTMENTS

         The Company considers all highly liquid monetary instruments with an
original maturity of three months or less at the date of purchase to be cash
equivalents. Short-term investments consist primarily of investments with
original maturities of less than twelve months.

         Pursuant to Statement of Financial Accounting Standards No. 115 ("SFAS
No. 115"), "Accounting for Certain Investments in Debt and Equity Securities"
debt securities that the Company does not have the positive intent and ability
to hold to maturity and all marketable equity securities are classified as
available-for-sale and are carried at fair value. Unrealized holding gains and
losses on securities classified as available-for-sale are carried as a separate
component of stockholders' equity. Unrealized holdings gains and losses on


                                      -6-
<PAGE>

securities classified as available-for-sale are reported as earnings. The
fair value of investments is determined based on quoted market prices. The
cost of debt securities is adjusted for amortization of premiums and
accretion of discounts to maturity. Such amortization, interest income,
realized gains and losses and declines in value judged to be other than
temporary are included in interest and other income. The cost of securities
is based on specific identification.

         All of the Company's cash equivalents and short-term investments are
classified as available-for-sale. At March 31, 2000, $207 million of
available-for-sale securities were included in cash equivalents and $8.6 million
of available-for-sale securities were included in short-term investments. These
available-for-sale securities consisted of government sponsored entities notes,
commercial paper, floating rate corporate bonds and fixed income corporate
bonds.

5.       BALANCE SHEET DETAIL (IN THOUSANDS):

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                         MARCH 31, 2000            DECEMBER 31, 1999
                                                                        ----------------           -----------------
                                                                           (UNAUDITED)
<S>                                                                     <C>                         <C>
Raw materials.................................................          $         46,160            $         31,461
Work in process...............................................                     5,452                       4,356
Finished goods................................................                    34,111                      25,802
                                                                        ----------------            ----------------
                                                                                  85,723                      61,619
Less allowance for obsolete inventory.........................                     7,215                       6,415
                                                                        ----------------            ----------------
                                                                        $         78,508            $         55,204
                                                                        ================            ================
</TABLE>

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                         MARCH 31, 2000            DECEMBER 31, 1999
                                                                        ----------------           -----------------
                                                                           (UNAUDITED)
<S>                                                                     <C>                         <C>
Buildings.....................................                          $            145            $            145
Leasehold improvements........................                                     1,652                       1,640
Automobiles...................................                                     1,484                       1,173
Equipment and furniture.......................                                    12,207                      11,720
                                                                        ----------------            ----------------
                                                                                  15,488                      14,678
Less accumulated depreciation.................                                     6,868                       6,510
                                                                        ----------------            ----------------
                                                                        $          8,620            $          8,168
                                                                        ================            ================
</TABLE>


Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                                         MARCH 31, 2000            DECEMBER 31, 1999
                                                                        ----------------           -----------------
                                                                           (UNAUDITED)
<S>                                                                     <C>                         <C>
Excess of purchase price over net assets acquired                       $         25,695            $         25,695
Less accumulated amortization.................                                     1,787                         563
                                                                        ----------------            ----------------
                                                                        $         23,908            $         25,132
                                                                        ================            ================
</TABLE>

Other current liabilities consist of the following:


                                      -7-
<PAGE>

<TABLE>
<CAPTION>
                                                                         MARCH 31, 2000            DECEMBER 31, 1999
                                                                        ----------------           -----------------
                                                                           (UNAUDITED)
<S>                                                                     <C>                         <C>
Accrued contract costs........................                          $         17,629            $         19,373
Accrued compensation and bonus................                                     3,001                       3,493
Warranty costs................................                                     1,424                       1,236
Other.........................................                                     1,772                       5,000
                                                                        ----------------            ----------------
                                                                        $         23,826            $         29,102
                                                                        ================            ================
</TABLE>


6.       DEBT TO SHAREHOLDER (IN THOUSANDS):

Payable to related parties and debt to shareholder as of March 31, 2000 and
December 31, 1999 consist of the following:

<TABLE>
<CAPTION>
                                                                         MARCH 31, 2000            DECEMBER 31, 1999
                                                                        ----------------           -----------------
                                                                           (UNAUDITED)
<S>                                                                     <C>                         <C>
Debt to shareholder-SOFTBANK CORP.(1).........................           $          9,085            $          8,745
                                                                         ================            ================
</TABLE>

-----------
(1)  Jitong, a company in China with which the Company had a management
     consulting agreement, paid UTSC $9,085 for the repayment of a loan made by
     SOFTBANK to Jitong. Repayment of this amount to SOFTBANK is planned for the
     second quarter of 2000. This payable is a non interest bearing balance.

7.       DEBT (IN THOUSANDS):

The following represents the outstanding borrowings as of March 31, 2000 and
December 31, 1999:

<TABLE>
<CAPTION>
                                                                                           MARCH 31,        DECEMBER 31,
                 NOTE                             RATE                  MATURITY              2000              1999
-------------------------------------   ---------------------     -------------------    --------------  -----------------
                                                                                          (UNAUDITED)
<S>                                    <C>                       <C>                     <C>             <C>
Bank of China(1)                        From 5.58% to 5.86%       From 4/00 to 03/01       $   35,542        $   27,108
China Merchants Bank(2)                 6.44%                     03/01                         3,614                --
Commercial Bank of Hangzhou(3)          6.44%                     10/00                         6,024             6,024
Commercial Bank of Hangzhou(4)          5.86%                     03/01                        12,048                --
CITIC Industrial Bank(5)                6.14%                     06/00                         2,410                --
Industrial & Commercial Bank of         6.44%                     02/00                            --             1,446
China(6)
Other                                   Various                   Various                          14                15
                                                                                           ----------        ----------
Total debt                                                                                 $   59,652        $   34,593
                                                                                           ==========        ==========
</TABLE>

-----------
(1)  Guaranteed by the Company and the minority shareholder of Zhejiang
     manufacturing subsidiary (HUTS). This represents drawings on the Company's
     line of credit with the bank. This line of credit allows for borrowings of
     up to $90,361; therefore, $54,819 is available under this facility at March
     31, 2000.
(2)  Collateralized by $1,500 deposited with the bank and guaranteed by HUTS.
     This line of credit allows for borrowings of up to $3,614 and matures on
     March 1, 2001.
(3)  Guaranteed by HUTS. This line of credit allows for borrowings of up to
     $6,024 and matures on October 28, 2000.
(4)  Guaranteed by UTStarcom-China. This line of credit allows for borrowings of
     up to $12,048 and matures in March, 2001.
(5)  Guaranteed by HUTS. This line of credit allows for borrowings of up to
     $2,410.
(6)  Collateralized by $1,500 deposited with the bank. This line of credit
     allows for borrowings of up to $1,446. As of March 31, 2000, this line has
     been paid back in full.


                                      -8-
<PAGE>

8.       FORWARD FOREIGN EXCHANGE CONTRACT:

         The Company has contracts denominated in Japanese Yen to purchase
portions of its inventories and supplies. As such, it is exposed to adverse
movements in the currency exchange rate for Japanese Yen. The Company enters
into forward foreign exchange contracts to reduce such foreign exchange
exposures.

         The Company has adopted Statement of Financial Accounting Standard No.
52 ("SFAS 52"), "Accounting for Foreign Currency Translation" to account for its
forward foreign exchange contract transaction. SFAS 52 states that gains or
losses on forward contracts shall be deferred and included in the measurement of
the related foreign currency transactions. As of March 31, 2000, the Company had
a forward contract to hedge Japanese Yen valued at $10.4 million and deferred
gains and losses related this forward contract were not material.

9.       COMPREHENSIVE INCOME (LOSS):

         The Company's total comprehensive net income (loss) was as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                                    THREE MONTH PERIOD ENDED
                                                                           --------------------------------------------
                                                                            MARCH 31, 2000            MARCH 31, 1999
                                                                           ----------------       ---------------------
                                                                                          (UNAUDITED)
<S>                                                                        <C>                    <C>
Net income (loss)............................                              $         (2,983)      $               (1,426)
Change in accumulated translation adjustments                                           429                          --
                                                                           ----------------       ---------------------
Total comprehensive income...................                              $         (2,554)      $               (1,426)
                                                                           ================       =====================
</TABLE>


10.      INITIAL PUBLIC OFFERING:

         On March 3, 2000, the Company sold 11,500,000 shares of common stock
including the exercise of the underwriters' over-allotment option at $18.00 per
share. The sale of the shares of common stock generated aggregate gross proceeds
of approximately $207.0 million for the Company. The aggregate net proceeds were
approximately $190.6 million, after deducting underwriting discounts and
commissions and related expenses. As of the effective date of the offering, all
of the convertible preferred stock outstanding was converted into 70,377,322
shares of common stock. The net proceeds are expected to be used for general
corporate purposes, including working capital and capital expenditures. A
portion of the net proceeds may also be used to acquire or invest in
complementary businesses, technologies or product offerings; however, there are
no current material agreements or commitments with respect to any such
activities.

11.      RECENT ACCOUNTING PRONOUNCEMENTS:

         In April 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25". This Interpretation
clarifies the application of Opinion 25 for certain stock compensation issues
including the definition of employee for purposes of applying Opinion 25, the
criteria for determining whether a plan qualifies as a noncompensatory plan, the
accounting consequence of various modifications to the terms of a previously
fixed stock option, and the accounting for an exchange of stock compensation


                                      -9-
<PAGE>

awards in a business combination. This Interpretation is effective July 1, 2000.
UTStarcom does not expect the adoption of FASB Interpretation No. 44 to have a
significant effect on the financial condition or results of operations.

         In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 provides guidance on the recognition,
presentation, and disclosure of revenue in the financial statements. All
registrants are expected to apply the accounting and disclosures described in
SAB 101. Because the Company has complied with generally accepted accounting
principles for its historical revenue recognition, a change, if any, in its
revenue recognition policy resulting from SAB 101 will be reported as a
change in accounting principle in the quarter ended June 30, 2000 and may
require a cumulative adjustment in the second quarter of 2000. The Company is
still in the process of assessing the impact if any of SAB 101 on its
financial statements.

         In June 1998, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 133, "Accounting for Derivatives and Hedging Activities."
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. In July 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of FASB Statement No. 133." SFAS No. 137 deferred the
effective date of SFAS No. 133 until fiscal years beginning after June 15,
2000. UTStarcom will adopt SFAS No. 133 during its year ending December 31,
2001. UTStarcom is unable to predict the impact of adopting SFAS No. 133.

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

FORWARD-LOOKING STATEMENTS

         This report contains forward-looking statements, which reflect the
Company's current views with respect to future events, which may impact the
Company's results of operations and financial condition. In this report, the
words "anticipates", "believes", "expects", "intends", "future" and similar
expressions identify forward-looking statements. These forward-looking
statements are subject to risks and uncertainties and other factors, including
without limitation those set forth below under the caption "Factors Which May
Affect Future Results," which could cause actual future results to differ
materially from historical results or those described in the forward-looking
statements. The forward-looking statements contained in this report should be
considered in light of these and other factors. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof.

OVERVIEW

         We provide communications equipment for service providers that operate
wireless and wireline networks in rapidly growing communications markets. Our
integrated suite of network access systems, optical transmission products and
subscriber terminal products allows service providers to offer efficient and
scalable voice, data and Internet access services. Service providers can easily
integrate our standards-based systems into their existing networks and deploy
our systems in new broadband, IP-based and wireless network rollouts. To date,
substantially all of our sales have been to service providers in China.

         We incorporated in Delaware as Unitech Industries Inc. in 1991. Since
our incorporation, we have focused our resources on developing products for
China's communications market. We shipped our first network access products in
1993. In 1994, we changed our name to Unitech Telecom, Inc. In 1995, we acquired
StarCom Network Systems, Inc. and changed our name to UTStarcom, Inc. During
1996, we introduced our advanced, V5.1 and V5.2 compliant, multi-service network
access product, the AN-2000. Late


                                      -10-
<PAGE>

in 1996, we introduced our Airstar wireless access system. In December 1999, we
completed the acquisition of Wacos, Inc., a research and development subsidiary
that develops IP-based switching systems. As part of our business operations in
China, we have established a wholly owned subsidiary and two joint ventures in
that country.

         To date, we have derived substantially all of our revenues from sales
of communications equipment to service providers in China. Each of the Post and
Telecommunication Bureaus (PTBs) to whom we sell our equipment in China is part
of the China Telecom system and subject to its ultimate control. However,
equipment purchasing decisions are generally made at the individual PTB level.
Our customers often make a large initial purchase of our equipment followed by
supplemental purchases of enhancements and upgrades. As a result, our largest
revenue-producing customers typically vary from period to period.

         Over 99% of our sales for the three months ended March 31, 2000 were
made in China. Accordingly, our business, financial condition and results of
operations may be influenced by the political, economic and legal environment in
China, and by the general state of China's economy. Our operations in China are
subject to special considerations and significant risks not typically associated
with companies in the United States. These include risks associated with, among
others, the political, economic and legal environments and foreign currency
exchange. Our results may be adversely affected by, among other things, changes
in the political, economic and social conditions in China, and by changes in
governmental policies with respect to laws and regulations, changes in China's
telecommunications industry and regulatory rules and policies, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation.

         Specifically, remittances from China which are of a capital nature,
such as the repayment of bank loans denominated in foreign currencies, require
approval from appropriate governmental authorities before Renminbi can be used
to purchase foreign currency. Although the payment of cash dividends is
permitted so long as our subsidiaries have sufficient reserves and adequate
amounts of Renminbi to purchase foreign currency, regulations restrict the
ability of our subsidiaries to transfer funds to us through intercompany loans
and advances.

         We sell our products in China through a direct sales force. The
evaluation period for our products may span a year or more. Revenue from product
sales is recognized when title is passed and all significant contractual
obligations have been satisfied and collection of the resulting receivable is
reasonably assured. Title passes on customer acceptance.

         Cost of sales consists primarily of material costs, third party
commissions, costs associated with assembly and testing of products, costs
associated with installation and customer training and overhead and warranty
costs. Cost of sales also includes import taxes on components.

         Our gross profit has been affected by material costs, product mix,
average selling prices, and the type of distribution channel through which we
sell our products. Our gross profit, as a percentage of net sales, varies among
our product families. The gross profits, as a percentage of net sales, on our
mobile phone handsets are very low. We expect that our overall gross profit, as
a percentage of net sales, will fluctuate from period to period as a result of
shifts in product mix, anticipated decreases in average selling prices and our
ability to reduce product costs.

         Selling, general and administrative expenses include compensation and
benefits, professional fees, sales commissions, provision for uncollectible
accounts receivable and travel and entertainment costs. We intend to pursue
aggressive selling and marketing campaigns and to expand our direct sales
organization and, as a result, our sales and marketing expenses will increase in
future periods. We also expect that in support of our continued growth and our
operations as a public company general and administrative expenses will continue
to increase for the foreseeable future.


                                      -11-
<PAGE>

         Research and development expenses consist primarily of salaries and
related costs of employees engaged in research, design and development
activities, the cost of parts for prototypes, equipment depreciation and third
party development expenses. We believe that continued investment in research and
development is critical to our long-term success. Accordingly, we expect that
our research and development expenses will increase in future periods.

         In connection with the grant of stock options to some of our employees,
we recorded deferred stock compensation of $15.9 million during 1999 and $3.6
million during the three months ended March 31, 2000, representing the
difference between the deemed fair value of common stock for accounting purposes
and the option exercise price for these options at the date of grant. In
connection with grants to non-employees during 1999, we recorded deferred
compensation of $7.4 million. Deferred stock compensation is presented as a
reduction of stockholders' equity, with amortization recorded over the vesting
period of the option, which is generally four years. We recorded stock
compensation expense of approximately $5.6 million during 1999 and $6.4 million
during the three months ended March 31, 2000. At March 31, 2000, approximately
$14.7 million remained to be amortized.

         Amortization of intangible assets consists primarily of the
amortization of intangible assets associated with acquisitions in China and our
acquisition of the minority interest in our Wacos, Inc. subsidiary.

         Consolidated equity in net income (loss) of affiliated companies
comprises our share of the earnings from our Guangdong manufacturing subsidiary.

         Under current regulations in China, foreign investment enterprises that
have been accredited as technologically advanced enterprises are entitled to
additional tax incentives. These tax incentives vary in different locales and
could include preferential national enterprise income tax treatment at 50% of
the usual rates for different periods of time. All of our active subsidiaries in
China were accredited as technologically advanced enterprises.

         Minority interest in (earnings) loss of consolidated subsidiaries
represents the share of earnings in our Zhejiang manufacturing subsidiary that
is owned by our subsidiary partner.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

         NET SALES. Our net sales increased 113.2% from $27.6 million for the
three months ended March 31, 1999 to $58.8 million for the corresponding period
in 2000. This increase was primarily due to an increase in sales volume of our
Airstar system. For the three months ended March 31, 2000, sales to Hangzhou PTB
accounted for 39.6% of our net sales. For the three months ended March 31, 1999,
sales to Baoding PTB and Jinan PTB accounted for 23.4% and 12.2% of our net
sales, respectively.

         GROSS PROFIT. Gross profit increased 117.7% from $9.6 million for the
three months ended March 31, 1999 to $20.9 million for the corresponding period
in 2000. Gross profit, as a percentage of net sales, increased from 34.8% for
the three months ended March 31, 1999 to 35.6% for the three months ended March
31, 2000. The increase in gross profit, as a percentage of net sales, was
primarily due to increases in sales of higher margin Airstar systems.

         SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses increased 65.8% from $5.6 million for the three months
ended March 31, 1999 to $9.3 million for the corresponding period in 2000. The
increase in selling, general and administrative expenses was primarily due to
increased sales and administrative personnel and related expenses associated
with the growth in net sales and the


                                      -12-
<PAGE>

expansion of our overall level of business activities. Selling, general and
administrative expenses as a percentage of net sales decreased from 20.3% for
the three months ended March 31, 1999 to 15.8% for the corresponding period in
2000. The decrease in selling, general and administrative expenses as a
percentage of net sales was primarily due to economies of scale associated with
the significant increases in net sales. We expect our selling, general and
administrative expenses to increase in absolute dollar amounts in future periods
as sales and marketing activities increase and we further invest in
infrastructure and incur additional expenses related to anticipated growth of
our business and operation as a publicly held company.

         RESEARCH AND DEVELOPMENT. Research and development expenses increased
56.1% from $4.0 million for the three months ended March 31, 1999 to $6.3
million for the corresponding period in 2000. The increase in research and
development expenses was primarily due to the hiring of additional technical
personnel and increased prototype expenses and licensing fees to support our
research and development efforts. As a percentage of net sales, research and
development expenses decreased from 14.7% for the three months ended March 31,
1999 to 10.7% for the corresponding period in 2000. The decrease in research and
development expenses as a percentage of sales was primarily due to economies of
scale associated with the significant increases in net sales. We expect our
research and development expenses to increase in absolute dollar amounts in
future periods as we expand our research and development organization to support
new product development.

         STOCK COMPENSATION EXPENSE. Stock compensation expense increased from
$0.6 million for the three months ended March 31, 1999 to $6.4 million for the
corresponding period in 2000. The expense is related to certain stock option
grants to employees and non-employees which we are amortizing over the vesting
periods of the applicable options.

         AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets
increased from $37,000 for the three months ended March 31, 1999 to $1.2 million
for the corresponding period in 2000. The increase in amortization of intangible
assets was due to our December 1999 acquisition of the portion of our Wacos,
Inc. subsidiary owned by the minority shareholders.

         INTEREST INCOME (EXPENSES), NET. Net interest expenses were $0.3
million for the three months ended March 31, 1999 and net interest income was
$0.6 million for the corresponding period in 2000. The increase was primarily
due to increased interest income from higher average cash balances.

         OTHER INCOME (EXPENSES), NET. Other income was $0.1 million for the
three months ended March 31, 1999 and $0.2 million for the corresponding period
in 2000. The increase was primarily due to dividend income from our investment
in affiliated companies.

         EQUITY IN INCOME (LOSS) OF AFFILIATED COMPANIES. Consolidated equity in
net income of affiliated companies was $0.2 million for the three months ended
March 31, 1999 and consolidated equity in net loss of affiliated companies was
$0.2 million for the corresponding period in 2000. The change between the two
periods was primarily due to the decrease of net income at our Guangdong
manufacturing subsidiary.

         INCOME TAX EXPENSE (BENEFIT). Income tax benefit was $28,000 for the
three months ended March 31, 1999 and income tax expenses were $0.9 million for
the corresponding period in 2000. The increase in the income tax expenses was
due to our increasing income.

         MINORITY INTEREST IN (EARNINGS) LOSS OF CONSOLIDATED SUBSIDIARIES.
Minority interest in earnings of consolidated subsidiaries was $0.5 million for
the three months ended March 31, 1999 and $0.3 million for the corresponding
period in 2000. The change between the two periods was primarily due to the
decreased profitability at our Zhejiang subsidiary.


                                      -13-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         We have financed our operations through the sales of preferred stock,
bank lines of credit and our initial public offering in March 2000. In November
and December 1999, we secured private equity financing totaling $55.0 million.
In March, 2000, we raised $190.6 million in net proceeds from our initial public
offering. As of March 31, 2000, we had working capital of $328.9 million,
including $261.7 million in cash and cash equivalents and $59.7 million of
Renminbi-denominated bank borrowings.

         We plan to invest $13.0 million in an investment fund to be established
by SOFTBANK focused on investments in Internet companies in China. Our
investment will constitute 10% of the funding for the SOFTBANK investment fund,
with SOFTBANK contributing the remaining 90%. We will be a passive investor and
have no decision-making authority with respect to investments by the fund. The
fund will have a separate management team, and none of our employees will be
employed by the fund. One of our directors will serve as the Chief Executive
Officer of the fund, and our Chief Executive Officer will be chairman of the
board of the fund. We will not be obligated to pay, nor will we receive, any
fees in connection with services provided to the fund. We do not know what
material fees will be paid to or by SOFTBANK or any other parties in connection
with services provided to the fund. We have not yet entered into written
agreements with SOFTBANK for the creation and operation of the fund.

         Net cash used in operations for the three months ended March 31, 2000
of $36.3 million was primarily due to an increase in inventories, accounts
receivable and other current and non-current assets of $23.3 million, $9.3
million and $10.0 million, respectively, and a decrease in accounts payable of
$4.2 million. The uses of cash were partially offset by depreciation and
amortization expense of $2.0 million, increase in other current liabilities of
$4.6 million and stock compensation expense of $6.4 million.

         Net cash used in investing activities for the three months ended March
31, 2000 of $9.9 million was primarily due to the acquisition of property, plant
and equipment of $1.4 million and the purchase of short-term investments of $8.6
million.

         Net cash provided by financing activities for the three months ended
March 31, 2000 of $220.5 million was primarily due to net proceeds of $190.6
from the issuance of common stock through our initial public offering and net
proceeds of $25.1 million from borrowing under our lines of credit.

         Our international sales are generally denominated in local currencies.
Due to the limitations on converting Renminbi, we are limited in our ability to
engage in currency hedging activities in China. Although the impact of currency
fluctuations of Renminbi to date has been insignificant, we cannot guarantee
that fluctuations in currency exchange rates in the future will not have a
material adverse effect on revenues from international sales and,
correspondingly, on our business, financial condition and results of operations.
We also have contracts negotiated in Japanese Yen for purchasing portions of our
inventories and supplies. We have entered into foreign currency hedging
transactions to reduce exposure to foreign exchange risks. As of March 31, 2000,
we had a forward contract to hedge Japanese Yen valued at $10.4 million. The
contract was entered into on February 22, 2000.


                                      -14-
<PAGE>

FACTORS AFFECTING FUTURE OPERATING RESULTS

OUR FUTURE SALES ARE UNPREDICTABLE, OUR OPERATING RESULTS ARE LIKELY TO
FLUCTUATE FROM QUARTER TO QUARTER, AND IF WE FAIL TO MEET THE EXPECTATIONS OF
SECURITIES ANALYSTS OR INVESTORS, OUR STOCK PRICE COULD DECLINE SIGNIFICANTLY

         Our quarterly and annual operating results have fluctuated in the past
and are likely to fluctuate in the future due to a variety of factors, some of
which are outside of our control. As a result, period to period comparisons of
our operating results are not necessarily meaningful or indicative of future
performance. Furthermore, it is likely that in some future quarters our
operating results will fall below the expectations of securities analysts or
investors. If this occurs, the trading price of our common stock could decline.

         Factors that may affect our future operating results include:

         -    the timing, number and size of orders for our products, as well as
              the relative mix of orders for each of our products, particularly
              the volume of lower margin telephone handsets;

         -    the evolving and unpredictable nature of the economic, regulatory
              and political environments in China and other countries in which
              we market or plan to market our products;

         -    aggressive price reductions by our competitors;

         -    currency fluctuations;

         -    market acceptance of our products and product enhancements;

         -    the lengthy and unpredictable sales cycles associated with sales
              of our products combined with the impact of this variability on
              our suppliers' ability to provide us with components on a timely
              basis; and

         -    longer collection periods of accounts receivable in China and
              other countries.

         The limited performance history of some of our products, our limited
forecasting experience and processes and the emerging nature of our target
markets make forecasting our future sales and operating results difficult. Our
expense levels are based, in part, on our expectations regarding future sales,
and these expenses are largely fixed, particularly in the short term. In
addition, to enable us to promptly fill orders, we maintain inventories of
finished goods, components and raw materials. As a result, we commit to
considerable costs in advance of anticipated sales. In the past, a substantial
portion of our sales in each quarter resulted from orders received and shipped
in that quarter, and we have operated with a limited backlog of unfilled orders.
Accordingly, we may not be able to reduce our costs in a timely manner to
compensate for any unexpected shortfall between forecasted and actual sales. Any
significant shortfall of sales may require us to maintain higher levels of
inventories of finished goods, components and raw materials than we require,
thereby increasing our risk of inventory obsolescence and corresponding
inventory write-downs and write-offs. Although we have reserved against
inventory obsolescence, we cannot guarantee that these reserves will be adequate
to offset all write-downs or write-offs.


                                      -15-
<PAGE>

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT

         As of March 31, 2000, we had an accumulated deficit of approximately
$37.8 million. We anticipate continuing to incur significant sales and
marketing, research and development and general and administrative expenses and,
as a result, we will need to generate higher

         revenues to sustain profitability. Numerous factors could negatively
impact our results of operations, including a decrease in sales, price pressures
and a fixed cost structure which could limit our ability to respond to declining
revenues. Although our sales have grown in recent quarters, our past results
should not be relied on as indications of our future performance. We cannot
assure you that we will be able to remain profitable in future periods.

COMPETITION IN OUR MARKETS MAY LEAD TO REDUCED PRICES, REVENUES AND MARKET SHARE

         We face intense competition in our target markets and expect
competition to increase. Increased competition in our target markets may result
in price reductions, reduced gross profit as a percentage of net sales and loss
of market share. Our principal competitors for our different product lines
include the following:

         -    AIRSTAR SYSTEM: Alcatel Alsthom CGE, S.A.; Ericsson LM Telephone
              Co.; Huawei Technology Co., Ltd.; Lucent Technologies, Inc.;
              Motorola, Inc.; NEC Corporation; Siemens AG; and Zhongxing
              Telecommunications Equipment.

         -    AN-2000 AND OMUX: Advanced Fibre Communications, Inc.; Alcatel;
              Bosch Telecom GmbH; ECI Telecom Ltd.; Ericsson; Fujitsu Limited;
              Huawei; Lucent; NEC; Nokia Corporation; Shanghai Bell Alcatel
              Mobile Communication; Siemens; and Zhongxing.

         -    WACOS SYSTEM: Alcatel; Cisco Systems, Inc.; Clarent Corporation;
              Ericsson; Huawei; Lucent; Motorola; Nokia; Nortel Networks
              Corporation; Nuera Communications, Inc.; Siemens; Tachion
              Networks, Inc.; and Vienna Systems Corp.

         We are increasingly facing competition from domestic companies in China
and believe that our strongest competition in the future may come from these
companies, many of which operate under lower cost structures and more favorable
governmental policies and with much larger sales forces than we do. Furthermore,
other companies not presently offering competing products may also enter our
target markets. Many of our competitors have significantly greater financial,
technical, product development, sales, marketing and other resources than we do.
Additionally, some competitors may be able to offer significant financing
arrangements to service providers, in some cases facilitated by favorable
government policies. Moreover, current and potential competitors have
established or may establish cooperative relationships among themselves or with
third parties, including our current customers, to increase their ability to
produce products that address the needs of service providers in our target
markets.

THE SUCCESS OF OUR BUSINESS DEPENDS ON A RELATIVELY SMALL NUMBER OF LARGE SYSTEM
DEPLOYMENTS, AND ANY CANCELLATION, REDUCTION OR DELAY IN THESE DEPLOYMENTS COULD
HARM OUR BUSINESS

         Our business is characterized by large system deployments for a
relatively small number of service providers. In the three months ended March
31, 2000, one customer accounted for 39.6% of our net sales. Our dependence on
large system deployments makes our ability to provide systems in a timely and
cost-effective manner critically important to our business. We have in the past
experienced delays and encountered other difficulties in the installation and
implementation of our systems. Various factors could cause future delays,


                                      -16-
<PAGE>

including technical problems and the shortage of qualified technicians. Any
delays or difficulties in deploying our systems, or the cancellation of any
orders by service providers, could significantly harm our business.

WE DO NOT HAVE SOME OF THE LICENSES WE REQUIRE TO SELL OUR NETWORK ACCESS
PRODUCTS IN CHINA

         Beginning January 1, 1999, China's government required that all
telecommunications equipment connected to public or private telecommunications
networks within China be approved by the Ministry of Information Industry and
the manufacturer of the equipment obtain a network access license for each of
its products. Sellers are prohibited from selling or advertising for sale
equipment for which its manufacturer has not obtained a network access license
and may be liable for penalties in an amount up to three times earnings from the
sale of any equipment sold beginning January 1, 1999 without a license. In
addition, any unlicensed equipment may be required to be removed from the
network. Failure to obtain the required licenses could require us to remove
previously installed equipment and would prohibit us from making further sales
of the unlicensed products in China, which would substantially harm our
business.

         The regulations implementing these requirements are not very detailed,
have not been applied by a court and may be interpreted and enforced by
regulatory authorities in a number of different ways. Accordingly, we have
obtained an opinion from our counsel in China as to which licenses we are
required to obtain. Based upon this counsel's advice, we believe that we have
obtained the required network access licenses for our AN-2000 system and bundled
OMUX product. We have applied for a network access license for our Airstar
system. The evaluation group for access networks under the Ministry of
Information Industry has recommended that the Ministry of Information Industry
issue a license for our Airstar system. However, we do not yet have this network
access license and we cannot provide any assurance that a license will be issued
for our Airstar system. We have also applied for network access licenses for our
stand-alone OMUX product and for other products which we are no longer
manufacturing but had previously sold to service providers in China. Network
access licenses will be required for any additional products that we may develop
for sale in China, including our WACOS system. Based upon verbal inquiries made
by our counsel in China to the Ministry of Information Industry, we believe that
for products which we sold before January 1, 1999, such as the Airstar system,
no penalties will be imposed by the Ministry of Information Industry for sales
we have made or will make during the period an application is pending. However,
our counsel in China has advised us that China's governmental authorities may
interpret or apply the regulations with respect to which licenses are required
and the ability to sell a product while an application for the product license
is pending differently, either of which could have a material adverse effect on
our business and financial condition.

OUR BUSINESS MAY SUFFER IF WE ARE UNABLE TO COLLECT PAYMENTS FROM OUR CUSTOMERS
ON A TIMELY BASIS

         Our customers often must make a significant commitment of capital to
purchase our products. As a result, any downturn in a customer's business that
affected the customer's ability to pay us could harm our financial condition.
Moreover, accounts receivable collection cycles historically tend to be much
longer in China than in other markets. The failure of any of our customers to
make timely payments could require us to write-off accounts receivable or
increase our accounts receivable reserves, either of which could adversely
affect our financial condition.

DECLINE IN BUSINESS ACTIVITY DURING CHINA'S LUNAR NEW YEAR MAY RESULT IN
DECREASED SALES DURING OUR FIRST QUARTER

         Business activity in China declines considerably during the first
quarter of each year in observance of the Lunar New Year. As a result, sales
during the first quarter of our fiscal year have in the past typically been
lower than sales during the fourth quarter of the preceding year and we expect
this trend to continue in the


                                      -17-
<PAGE>

future. We will continue to face this seasonally in the future and do not have
the ability to forecast with any degree of certainty the impact of the decreased
business activity during the Lunar New Year on our sales and operating results.

OUR MARKET IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE, AND TO COMPETE EFFECTIVELY,
WE MUST CONTINUALLY INTRODUCE NEW PRODUCTS THAT ACHIEVE MARKET ACCEPTANCE

         The emerging market for communications equipment in developing
countries is characterized by rapid technological developments, frequent new
product introductions and evolving industry and regulatory standards. Our
success will depend in large part on our ability to enhance our network access
and switching technologies and develop and introduce new products and product
enhancements that anticipate changing service provider requirements and
technological developments. We may need to make substantial capital expenditures
and incur significant research and development costs to develop and introduce
new products and enhancements. If we fail to timely develop and introduce new
products or enhancements to existing products that effectively respond to
technological change, our business, financial condition and results of
operations could be materially adversely affected.

         From time to time, we or our competitors may announce new products or
product enhancements, services or technologies that have the potential to
replace or shorten the life cycles of our products and that may cause customers
to defer purchasing our existing products, resulting in inventory obsolescence.
Future technological advances in the communications industry may diminish or
inhibit market acceptance of our existing or future products or render our
products obsolete.

         Even if we are able to develop and introduce new products, we cannot
assure you that they will gain market acceptance. Market acceptance of our
products will depend on various factors including:

         -    our ability to obtain necessary approvals from regulatory
              organizations;

         -    the perceived advantages of the new products over competing
              products;

         -    our ability to attract customers who have existing relationships
              with our competitors;

         -    product cost relative to performance; and

         -    the level of customer service available to support new products.

         Specifically, sales of our AN-2000 system outside of China depend, in
part, on the adoption of the V5.2 standard in these markets. Additionally, sales
of our Personal Access System, or PAS, the mobile component of our Airstar
wireless system, will depend in part upon consumer acceptance of the mobility
limitations of this service. The introduction of inexpensive wireless telephone
service or other competitive services in China may have a material adverse
effect on sales of our Airstar systems in China. If our existing or new products
fail to achieve market acceptance for any reason, our business could be
seriously harmed.

OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO DELIVER QUALITY PRODUCTS ON A
TIMELY AND COST EFFECTIVE BASIS

         Our operating results depend on our ability to manufacture products on
a timely and cost effective basis. In the past, we have experienced reductions
in yields as a result of various factors, including defects in component parts
and human error in assembly. If we experience a deterioration in manufacturing
performance or a delay in production of any of our products, we could experience
delays in shipments and cancellations of


                                      -18-
<PAGE>

orders. Moreover, networking products frequently contain undetected software or
hardware defects when first introduced or as new versions are released. In
addition, our products are often embedded in or deployed in conjunction with
service providers' products which incorporate a variety of components produced
by third parties. As a result, when a problem occurs, it may be difficult to
identify the source of the problem. These problems may cause us to incur
significant warranty and repair costs, divert the attention of our engineering
personnel from our product development efforts and cause significant customer
relation problems or loss of customers, any one of which could harm our
business.

         If future demand for our products requires additional manufacturing
capacity, we may invest in and build additional manufacturing facilities, most
likely in China. However, we cannot assure you that the new manufacturing
facilities will attain the same quality or level of efficiencies as our existing
facilities. Alternatively, or in addition, we may contract with third party
manufacturing facilities over which we may be unable to exercise the same degree
of quality control as we can over our own facilities. We currently have no
arrangements with any independent manufacturing facility, and we may not be able
to obtain independent manufacturing sources on commercially attractive terms if
and when needed.

WE DEPEND ON SOME SOLE SOURCE AND OTHER KEY SUPPLIERS FOR COMPONENTS AND
MATERIALS USED IN OUR PRODUCTS, AND IF THESE SUPPLIERS FAIL TO PROVIDE US WITH
ADEQUATE SUPPLIES OF HIGH QUALITY PRODUCTS, OUR COMPETITIVE POSITION, REPUTATION
AND BUSINESS COULD BE HARMED

         Some components and materials used in our products are purchased from a
single supplier or a limited group of suppliers. If any supplier is unwilling or
unable to provide us with high quality components and materials in the
quantities required and at the costs specified by us, we may not be able to find
alternative sources on favorable terms, in a timely manner, or at all. Our
inability to obtain or to develop alternative sources if and as required could
result in delays or reductions in manufacturing or product shipments. Moreover,
these suppliers may delay product shipments or supply us with inferior quality
products. If any of these events occur, our competitive position, reputation and
business could suffer.

OUR ABILITY TO SOURCE A SUFFICIENT QUANTITY OF HIGH QUALITY HANDSETS AND OTHER
COMPONENTS USED IN OUR PRODUCTS MAY BE LIMITED BY CHINA'S IMPORT RESTRICTIONS
AND DUTIES AS WELL AS OUR ABILITY TO OBTAIN SUFFICIENT DOMESTIC MANUFACTURING
CAPACITY

         We require a significant number of imported components to manufacture
our products in China. Imported electronic components and other imported goods
used in the operation of our business are subject to a variety of permit
requirements, approval procedures and import duties. Failure to obtain necessary
permits or approvals, administrative actions by China's government to limit
imports of certain components, or non-payment of required import duties could
subject us to penalties and fines and could adversely affect our ability to
manufacture and sell our products in China. In addition, import duties increase
the cost of our products and may make them less competitive.

         In particular, an integral component of our Airstar PAS system is the
handset used by subscribers to make and receive mobile telephone calls. Our
inability to obtain a sufficient number of high quality handsets could severely
harm our business. Currently, a worldwide shortage of handsets exists. Although
we have contracted with Japanese vendors to manufacture handsets under the
UTStarcom label, we cannot assure you that they will be able to supply adequate
quantities of handsets. Moreover, we must pay an import duty on each handset
that we import into China, which may result in a competitive cost advantage for
our competitors who produce handsets in China. As a result, we are evaluating
various manufacturing alternatives within China. Currently, we are in the early
stages of negotiations with third parties to manufacture handsets for us in
China. We may be unable to enter into arrangements with third parties who are
capable of producing adequate


                                      -19-
<PAGE>

quantities of high-quality handsets. We also intend to develop the capacity to
manufacture our own handsets. However, we may be unsuccessful in our efforts to
do so. Additionally, to comply with manufacturing regulations in China we will
need to obtain components for our handsets from local sources. These sources may
not be able to produce adequate quantities of components that meet our quality
standards.

IF WE ARE UNABLE TO EXPAND OUR DIRECT SALES OPERATION IN CHINA AND INDIRECT
DISTRIBUTION CHANNELS ELSEWHERE OR SUCCESSFULLY MANAGE OUR EXPANDED SALES
ORGANIZATION, OUR OPERATING RESULTS MAY SUFFER

         Our distribution strategy focuses primarily on developing and expanding
our direct sales organization in China and our indirect distribution channels
outside of China. We may not be able to successfully expand our direct sales
organization in China and the cost of any expansion may exceed the revenue
generated from these efforts. Even if we are successful in expanding our direct
sales organization in China, we may not be able to compete successfully against
the significantly larger and better-funded sales and marketing operations of
current or potential competitors. In addition, if we fail to develop
relationships with significant international resellers or manufacturers'
representatives, or if these resellers or representatives are not successful in
their sales or marketing efforts, we may be unsuccessful in our expansion
efforts outside China.

WE EXPECT AVERAGE SELLING PRICES OF OUR PRODUCTS TO DECREASE WHICH MAY REDUCE
OUR REVENUES, AND, AS A RESULT, WE MUST INTRODUCE NEW PRODUCTS AND REDUCE OUR
COSTS IN ORDER TO MAINTAIN PROFITABILITY

         The average selling prices for communications access and switching
systems and subscriber terminal products, such as handsets, in China have been
declining as a result of a number of factors, including:

         -    increased competition;

         -    aggressive price reductions by competitors;

         -    rapid technological change; and

         -    price and performance enhancements.

         We have in the past experienced and expect in the future to experience
substantial period-to-period fluctuations in operating results due to declining
average selling prices. We anticipate that average selling prices of our
products will decrease in the future in response to product introductions by us
or our competitors or other factors, including price pressures from customers.
Therefore, we must continue to develop and introduce new products and
enhancements to existing products that incorporate features that can be sold at
higher average selling prices. Failure to do so could cause our revenues and
gross profit, as a percentage of net sales, to decline.

         Our cost reduction efforts may not allow us to keep pace with
competitive pricing pressures or lead to improved gross profit, as a percentage
of net sales. In order to be competitive, we must continually reduce the cost of
manufacturing our products through design and engineering changes. We may not be
successful in redesigning our products or delivering our products to market in a
timely manner. We cannot assure you that any redesign will result in sufficient
cost reductions to allow us to reduce the prices of our products to remain
competitive or to improve or maintain our gross profit, as a percentage of net
sales.


                                      -20-
<PAGE>

SHIFTS IN OUR PRODUCT MIX MAY RESULT IN DECLINES IN GROSS MARGIN PERCENTAGE OF
NET SALES

         Our gross profit margin percentage of net sales varies among our
product families. Our gross margin percentage of net sales is generally
higher on our access network system products and our gross margin percentage
of net sales is significantly lower on our handset products. We also
anticipate that the gross margin percentage of net sales may be lower for our
newly developed products due to start-up costs and may improve as unit
volumes increase and efficiency can be realized. Our overall gross margin
percentage of net sales has fluctuated from period to period as a result of
shifts in product mix, the introduction of new products, decreases in average
selling prices for older products and our ability to reduce product costs. As
a result of a growth in sales of handset products over the past few quarters,
we have experienced a sustained product shift toward a greater percentage of
handset products resulting in a decline in overall gross margin percentage of
net sales. In addition, we expect to introduce new products in the future
periods. As a result of these recent trends, a potential decrease in overall
gross margin percentage of net sales may be experienced over the next few
quarters.

SERVICE PROVIDERS SOMETIMES EVALUATE OUR PRODUCTS FOR LONG AND UNPREDICTABLE
PERIODS WHICH CAUSES THE TIMING OF PURCHASES AND OUR RESULTS OF OPERATIONS TO BE
UNPREDICTABLE

         The period of time between our initial contact with a service provider
and the receipt of an actual purchase order may span a year or more. During this
time, service providers may subject our products to an extensive and lengthy
evaluation process before making a purchase. The length of these qualification
processes may vary substantially by product and service provider, making our
results of operations unpredictable. We may incur substantial sales and
marketing expenses and expend significant management effort during this process,
which ultimately may not result in a sale. These qualification processes often
make it difficult to obtain new customers, as service providers are reluctant to
expend the resources necessary to qualify a new supplier if they have one or
more existing qualified sources.

OUR INABILITY TO EXERCISE COMPLETE CONTROL OVER OUR SUBSIDIARIES MAY BE
DETRIMENTAL TO OUR BUSINESS

         A considerable portion of our operations is and will continue to be
conducted through direct and indirect subsidiaries. For example, we own an 88%
interest in a joint venture which operates the Zhejiang manufacturing facility
and a 51% interest in a joint venture which operates the Guangdong manufacturing
facility. Even though we may own a majority interest in these joint ventures, we
do not have sole power to control all of the policies and decisions of these
jointly-owned subsidiaries.

         Under Chinese law governing Sino-foreign joint ventures, equity holders
exercise rights primarily through the board of directors, which constitutes the
highest authority of the joint venture. Although we own a majority of the
Guangdong joint venture, we are only entitled to appoint a minority of the
directors to the joint venture's board of directors, which prevents us from
controlling the actions of the board. Moreover, even though we hold a majority
of the board seats in the Zhejiang joint venture, China law requires unanimous
approval of the board of directors for some significant corporate actions,
including:

         -    amendment of the Articles of Association of the joint venture;

         -    liquidation or dissolution of the joint venture;

         -    any increase, decrease or transfer of equity interests of any
              party to the joint venture; and


                                      -21-
<PAGE>

         -    a merger of the joint venture with another economic entity.

         Our operating results and cash flow depend on the operating results and
cash flow of our subsidiaries and the payment of funds by those subsidiaries to
us. These subsidiaries are separate and distinct legal entities and have no
obligation, contingent or otherwise, to pay dividends or otherwise provide
financial benefits to us. Moreover, with respect to our Guangdong manufacturing
joint venture, any payment of dividends to us must be agreed to by our joint
venture partner, whose interests in receiving dividend distributions may not
coincide with ours. In addition, applicable law in some countries including
China limits the ability of a subsidiary to pay dividends for various reasons
including the absence of sufficient distributable reserves. In the event of any
insolvency, bankruptcy or similar proceedings, creditors of the subsidiaries
would generally be entitled to priority over us with respect to assets of the
affected subsidiary. In addition, because our joint venture partners in both
Zhejiang and Guangdong provinces are affiliated with the provincial Posts and

         Telecommunications Administrations that operate the telecommunication
networks in these areas, if we fail to maintain these joint ventures, sales to
our customers located in these areas may decrease.

OUR MULTI-NATIONAL OPERATIONS SUBJECT US TO VARIOUS ECONOMIC, POLITICAL,
REGULATORY AND LEGAL RISKS

         We market and sell our products in China and other markets. The
expansion of our existing multi-national operations and entry into additional
international markets will require significant management attention and
financial resources. Multi-national operations are subject to inherent risks,
including:

         difficulties in designing products that are compatible with varying
international communications standards;

         longer accounts receivable collection periods and greater difficulty in
accounts receivable collection;

         -    unexpected changes in regulatory requirements;

         -    changes to import and export regulations, including quotas,
              tariffs and other trade barriers;

         -    delays or difficulties in obtaining export and import licenses;

         -    potential foreign exchange controls and repatriation controls on
              foreign earnings;

         -    exchange rate fluctuations and currency conversion restrictions;

         -    the burdens of complying with a variety of foreign laws and
              regulations;

         -    difficulties and costs of staffing and managing multi-national
              operations;

         -    reduced protection for intellectual property rights in some
              countries;

         -    potentially adverse tax consequences; and

         -    political and economic instability.

         Multinational companies are required to establish intercompany pricing
for transactions between their separate legal entities operating in different
taxing jurisdictions. These intercompany transactions are subject to audit by
taxing authorities in the jurisdictions in which multinational companies
operate. An additional tax


                                      -22-
<PAGE>

liability may be incurred if it is determined that intercompany pricing was not
done at arm's length. We believe we have adequately estimated and recorded our
liability arising from intercompany pricing, but we cannot assure you that an
additional tax liability will not result from audits of our intercompany pricing
policies.

         In markets outside of China, we rely on a number of original equipment
manufacturers, or OEMs, and third-party distributors and agents to market and
sell our network access products. If these OEMs, distributors or agents fail to
provide the support and effort necessary to service developing markets
effectively, our ability to maintain or expand our operations outside of China
will be negatively impacted. We cannot assure you that we will successfully
compete in these markets, that our products will be accepted or that we will
successfully overcome the risks associated with international operations.

         Our international sales are generally denominated in local currencies.
Due to the limitations on converting Renminbi, we are limited in our ability to
engage in currency hedging activities in China. Although the impact of currency
fluctuations of Renminbi to date has been insignificant, fluctuations in
currency exchange rates in the future may have a material adverse effect on our
results of operations. We also have contracts negotiated in Japanese Yen for
purchasing portions of our inventories and supplies. We have entered into
foreign currency hedging transactions to reduce exposure to foreign exchange
risks. As of March 31, 2000, we had a forward contract to hedge Japanese Yen
valued at $10.4 million.

OUR FAILURE TO MEET INTERNATIONAL AND GOVERNMENTAL PRODUCT STANDARDS COULD BE
DETRIMENTAL TO OUR BUSINESS

         Many of our products are required to comply with numerous government
regulations and standards, which vary by market. As standards for products
continue to evolve, we will need to modify our products or develop and support
new versions of our products to meet emerging industry standards, comply with
government regulations and satisfy the requirements necessary to obtain
approvals. Our inability to obtain regulatory approval and meet established
standards could delay or prevent our entrance into or force our departure from
markets.

OUR RECENT GROWTH HAS STRAINED OUR RESOURCES, AND IF WE ARE UNABLE TO MANAGE AND
SUSTAIN OUR GROWTH, OUR OPERATING RESULTS WILL BE NEGATIVELY AFFECTED

         We have recently experienced a period of rapid growth and anticipate
that we must continue to expand our operations to address potential market
opportunities. If we fail to implement or improve systems or controls or to
manage any future growth and expansion effectively, our business could suffer.

         Our expansion has placed and will continue to place a significant
strain on our management, operational, financial and other resources. Many of
the members of our management team have limited experience in the management of
rapidly growing companies. To manage our growth effectively, we will need to
take various actions, including:

         -    enhancing management information systems and forecasting
              procedures;

         -    further developing our operating, administrative, financial and
              accounting systems and controls;

         -    maintaining close coordination among our engineering, accounting,
              finance, marketing, sales and operations organizations;

         -    expanding, training and managing our employee base; and


                                      -23-
<PAGE>

         -    expanding our finance, administrative and operations staff.

OUR SUCCESS IS DEPENDENT ON CONTINUING TO HIRE AND RETAIN QUALIFIED PERSONNEL,
AND IF WE ARE NOT SUCCESSFUL IN ATTRACTING AND RETAINING THESE PERSONNEL, OUR
BUSINESS WOULD BE HARMED

         The success of our business depends in significant part upon the
continued contributions of key technical and senior management personnel, many
of whom would be difficult to replace. In particular, our success depends in
large part on the knowledge, expertise and services of Hong Liang Lu, our
President and Chief Executive Officer, and Ying Wu, our Executive Vice President
and Chief Executive Officer of China Operations. The loss of any key employee,
the failure of any key employee to perform satisfactorily in his or her current
position or our failure to attract and retain other key technical and senior
management employees could have a significant negative impact on our operations.

         To effectively manage our recent growth as well as any future growth,
we will need to recruit, train, assimilate, motivate and retain qualified
employees. Competition for qualified employees is intense, and the process of
recruiting personnel with the combination of skills and attributes required to
execute our business strategy can be difficult, time-consuming and expensive. We
are actively searching for research and development engineers and sales and
marketing personnel, who are in short supply. Additionally, we have a need for
and have experienced difficulty in finding qualified accounting personnel
knowledgeable in U.S. and China accounting standards. If we fail to attract,
hire, assimilate or retain qualified personnel, our business would be harmed.

         Competitors and others have in the past and may in the future attempt
to recruit our employees. In addition, companies in the communications industry
whose employees accept positions with competitors frequently claim that the
competitors have engaged in unfair hiring practices. We may be the subject of
these types of claims in the future as we seek to hire qualified personnel. Some
of these claims may result in material litigation and disruption to our
operations. We could incur substantial costs in defending ourselves against
these claims, regardless of their merits.

ANY ACQUISITIONS THAT WE UNDERTAKE COULD BE DIFFICULT TO INTEGRATE, DISRUPT OUR
BUSINESS, DILUTE OUR STOCKHOLDERS AND HARM OUR OPERATING RESULTS

         We recently acquired Wacos, Inc., a research and development
subsidiary, through a merger. We continually evaluate additional acquisition
prospects that would complement our existing product offerings, augment our
market coverage, enhance our technological capabilities, or that may otherwise
offer growth opportunities. Acquisitions of other companies may result in
dilutive issuances of equity securities, the incurrence of debt and the
amortization of expenses related to goodwill and other intangible assets. In
addition, acquisitions involve numerous risks, including difficulties in the
assimilation of operations, technologies, products and personnel of the acquired
company, diversion of management's attention from other business concerns, risks
of entering markets in which we have no direct or limited prior experience, and
the potential loss of key employees of ours and the acquired company.

WE MAY EXPERIENCE DIFFICULTY IN IDENTIFYING, FORMING AND MAINTAINING NEW
BUSINESS VENTURES THAT ARE IMPORTANT TO THE DEVELOPMENT OF OUR BUSINESS

         We have invested, and expect to continue to invest, significant capital
in new business ventures. We cannot assure you that we will be able to continue
to identify suitable parties for new ventures in the future. The failure to form
or maintain new ventures could significantly limit our ability to expand our
operations. Moreover, these new ventures or investments require significant
management time, involve a high degree of risk


                                      -24-
<PAGE>

and will present significant challenges. We cannot assure you that these
activities will be successful or that we will realize appropriate returns on
these activities. Additionally, if any venture or investment fails, our business
could be negatively impacted.

WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY AND MAY BE
SUBJECT TO CLAIMS THAT WE INFRINGE THE INTELLECTUAL PROPERTY OF OTHERS, EITHER
OF WHICH COULD SUBSTANTIALLY HARM OUR BUSINESS

         We rely on a combination of patents, copyrights, trade secret laws and
contractual obligations to protect our technology. Although we have applied for
several patents in the United States, one of which has issued, as well as in
other countries, we cannot assure you that any additional patents will issue as
a result of pending patent applications or that our issued patents will be
upheld. Moreover, we have not yet obtained patents in China. We can give no
assurance that we will be able to obtain patents in China on our products or the
technology that we use to manufacture our products. Our joint ventures in China
rely upon our trademarks, technology and know-how to manufacture and sell our
products. We cannot guarantee that these and other intellectual property
protection measures will be sufficient to prevent misappropriation of our
technology or that our competitors will not independently develop technologies
that are substantially equivalent or superior to ours. In addition, the legal
systems of many foreign countries, including China, do not protect intellectual
property rights to the same extent as the legal system of the United States. If
we are unable to adequately protect our proprietary information, our business,
financial condition and results of operations could be materially adversely
affected.

         The increasing dependence of the communications industry on proprietary
technology has resulted in frequent litigation based on allegations of the
infringement of patents and other intellectual property. In the future we may be
subject to litigation to defend against claimed infringements of the rights of
others or to determine the scope and validity of the proprietary rights of
others. Future litigation also may be necessary to enforce and protect our trade
secrets and other intellectual property rights. Any intellectual property
litigation could be costly and could cause diversion of management's attention
from the operation of our business. Adverse determinations in any litigation
could result in the loss of our proprietary rights, subject us to significant
liabilities or require us to seek licenses from third parties which may not be
available on commercially reasonable terms, if at all. We could also be subject
to court orders preventing us from manufacturing or selling our products.

RISKS RELATING TO CHINA

         Sales in China account for substantially all of our sales.
Approximately $102.9 million, or 97.9%, of our sales in 1998, $186.1 million, or
99.3% of our sales in 1999, and $58.4 million, or 99.4% of our sales in the
first quarter of 2000 occurred in China. Additionally, a substantial portion of
our fixed assets are located in China. Of our total fixed assets, approximately
46.4% as of December 31, 1998, 53.7% as of December 31, 1999 and 54.8% as of
March 31, 2000 were in China. We expect to make further investments in China in
the future. Therefore, our business, financial condition and results of
operations are to a significant degree subject to economic, political and social
events in China.

DEVALUATION IN THE VALUE OF THE RENMINBI AND FLUCTUATIONS IN EXCHANGE RATES
COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS

         Exchange rate fluctuations could have a substantial negative impact on
our financial condition and results of operations. We purchase substantially all
of our materials in the United States and Japan and a significant portion of our
cost of goods sold is incurred in U.S. dollars and Japanese yen. A significant
portion of our operating expenses are incurred in U.S. dollars. At the same
time, most of our sales are denominated in Renminbi. The value of the Renminbi
is subject to changes in China's governmental policies and to international


                                      -25-
<PAGE>

economic and political developments. Although the official exchange rate for the
conversion of Renminbi to U.S. dollars has remained stable, with the Renminbi
appreciating slightly against the U.S. dollar since 1994, the exchange rate
experienced significant volatility prior to 1994 including periods of sharp
devaluation. There can be no assurance that exchange rates will not become
volatile or that the Renminbi will not devalue again against the U.S. dollar.

         In the past, financial markets in many Asian countries have experienced
severe volatility and, as a result, some Asian currencies have experienced
significant devaluation from time to time. The devaluation of some Asian
currencies may have the effect of rendering exports from China more expensive
and less competitive and therefore place pressure on China's government to
devalue the Renminbi. Any devaluation of the Renminbi could result in an
increase in volatility of Asian currency and capital markets. Future volatility
of Asian financial markets could have an adverse impact on our ability to expand
our product sales into Asian markets outside of China. Moreover, due to the
limitations on the convertibility of Renminbi, we are limited in our ability to
engage in currency hedging activities in China and do not currently engage in
currency hedging activities with respect to international sales outside of
China.

CURRENCY RESTRICTIONS IN CHINA MAY LIMIT THE ABILITY OF OUR SUBSIDIARIES AND
JOINT VENTURES IN CHINA TO OBTAIN AND REMIT FOREIGN CURRENCY NECESSARY FOR THE
PURCHASE OF IMPORTED COMPONENTS AND MAY LIMIT OUR ABILITY TO OBTAIN AND REMIT
FOREIGN CURRENCY IN EXCHANGE FOR RENMINBI EARNINGS

         China's government imposes controls on the convertibility of Renminbi
into foreign currencies and, in certain cases, the remittance of currency out of
China. Under the current foreign exchange control system, sufficient foreign
currency may not be available to satisfy our currency needs. Shortages in the
availability of foreign currency may restrict the ability of our Chinese
subsidiaries to obtain and remit sufficient foreign currency to pay dividends to
us, or otherwise satisfy their foreign currency denominated obligations such as
payments to us for components which we export to them and for technology
licensing fees. We may also experience difficulties in completing the
administrative procedures necessary to obtain and remit needed foreign currency.
Moreover, we cannot assure you that China's government will continue the policy
of making the Renminbi convertible under current accounts. Our inability to
convert and remit our sales received in Renminbi into U.S. dollars and make
necessary remittances could have a material adverse effect on our business,
financial condition and results of operations.

         Our business could be substantially harmed if we are unable to convert
our sales received in Renminbi into U.S. dollars. Under existing foreign
exchange laws, Renminbi held by our China subsidiaries can be converted into
foreign currencies and remitted out of China to pay current account items such
as payments to suppliers for imports, labor services, payment of interest on
foreign exchange loans and distributions of dividends so long as the
subsidiaries have adequate amounts of Renminbi to purchase the foreign currency.
Expenses of a capital nature such as the repayment of bank loans denominated in
foreign currencies, however, require approval from appropriate governmental
authorities before Renminbi can be used to purchase foreign currency and then
remitted out of China. This system could be changed at any time by executive
decision of the State Council to impose limits on current account convertibility
of the Renminbi or other similar restrictions. Moreover, even though the
Renminbi is intended to be freely convertible under the current account, the
State Administration of Foreign Exchange, which is responsible for administering
China's foreign currency market, has a significant degree of administrative
discretion in implementing the laws. From time to time, the State Administration
of Foreign Exchange has used this discretion in ways which effectively limit the
convertibility of current account payments and restrict remittances out of
China. Furthermore, in many circumstances the State Administration of Foreign
Exchange must approve foreign currency conversions and remittances. Under the
current foreign exchange control system, sufficient foreign currency may not be
available at a given exchange rate to satisfy our currency demands.


                                      -26-
<PAGE>

CHANGES WITHIN CHINA'S COMMUNICATIONS MARKET COULD HARM OUR BUSINESS

         We derive substantially all of our sales from local telecommunications
service providers in China which utilize network access equipment in the
continued expansion and upgrading of China's communications infrastructure. The
continued development of the communications infrastructure in China
correspondingly depends, in part, on the demand for voice and data services in
China and China's governmental policy. Although this industry has grown rapidly
in the past, we cannot assure you that it will continue to grow in the future.

         Any reduced demand for voice and data services, any other downturn or
other adverse changes in the China communications industry or the adoption or
enforcement of government policies that limit or prohibit our ability to
manufacture, market or sell our products could severely harm our business.

CHINA'S TELECOMMUNICATIONS INDUSTRY IS SUBJECT TO EXTENSIVE GOVERNMENT
REGULATION AND HAS RECENTLY BEEN RESTRUCTURED, WHICH HAS LED TO UNCERTAINTY

         China's telecommunications industry is heavily regulated by the
Ministry of Information Industry. The Ministry of Information Industry controls
the 33 provincial Posts and Telecommunications Administrations that exercise
regulatory responsibility over the telecommunications industries in their
respective provinces. The Ministry of Information Industry has broad discretion
and authority to regulate all aspects of the telecommunications and information
technology industry in China including managing spectrum bandwidths, setting
network equipment specifications and standards and drafting laws and regulations
related to the electronics and telecommunications industries.

         As part of the Chinese government's industry restructuring initiatives,
the regulatory functions of the Ministry of Information Industry and the Posts
and Telecommunications Administrations will be separated from the operational
functions of the state-owned companies under their control. Following this
separation, it is expected that the Ministry of Information Industry will act
exclusively as the industry regulator and will no longer manage the day-to-day
operations of telecommunications service providers in China. The separation of
the regulatory and operational functions of the Ministry of Information Industry
and the Posts and Telecommunications Administrations has not been completed. As
a result, the Ministry of Information Industry continues to exercise
administrative control over the operational goals and policies of
telecommunications service providers formerly under the control of the China
Telecom system. In addition, the provincial Posts and Telecommunications
Administrations continue to operate the fixed line telephone systems in their
respective provinces. We cannot predict when complete separation of the
regulatory and operational functions of the Ministry of Information Industry and
the provincial Posts and Telecommunications Administrations will be achieved.

         China does not yet have a national telecommunications law. The Ministry
of Information Industry, under the direction of the State Council, is currently
preparing a draft of the Telecommunications Law of the People's Republic of
China for ultimate submission to the National People's Congress for review and
adoption. It is unclear if and when the Telecommunications Law will be adopted.
If the Telecommunications Law is adopted, we expect it to become the basic
telecommunications statute and the source of telecommunications regulations in
China. Although we expect that a Telecommunications Law would have a positive
effect on the overall development of the telecommunications industry in China,
we do not know the nature and scope of regulation that it would create.
Accordingly, we cannot predict whether it will have a positive or negative
effect on us or on some or all aspects of our business.

         The Ministry of Information Industry has broad discretion to apply
standards in deciding what types of equipment may be connected to the national
telecommunications networks, the forms and types of services that may be offered
to the public and the content of material available in China over the Internet.
If the Ministry of


                                      -27-
<PAGE>

Information Industry sets standards with which we are unable to comply, our
ability to sell product in China may be limited, resulting in substantial harm
to our operations.

CHINA CLOSELY RESTRICTS ACTIVITIES OF FOREIGN INVESTORS IN THE
TELECOMMUNICATIONS INDUSTRY

         China's government and its agencies, including the Ministry of
Information Industry and the State Council, regulate foreign investment in the
telecommunications industry through the promulgation of various laws and
regulations and the issuance of various administrative orders and decisions.
Foreign investment enterprises, companies and individuals are prohibited from
investing and participating in the operation and management of
telecommunications networks without special approval by the State Council. In
addition, they are restricted from manufacturing analog mobile communications
systems, including wireless telephones. We cannot assure you that China will not
promulgate new laws or regulations, or issue administrative or judicial
decisions or interpretations, which would further restrict or bar foreigners
from engaging in telecommunications-related activities. The promulgation of laws
or regulations or the issuance of administrative orders or judicial decisions or
interpretations restricting or prohibiting telecommunications activities by
foreigners could have a substantial impact on our ongoing operations.

OUR CUSTOMERS IN CHINA ARE PART OF THE CHINA TELECOM SYSTEM AND ARE SUBJECT TO
ITS ULTIMATE CONTROL. WE UNDERSTAND THAT CHINA TELECOM RECENTLY PROHIBITED ALL
POSTS AND TELECOMMUNICATIONS BUREAUS IN CHINA FROM PURCHASING LOW-MOBILITY
WIRELESS ACCESS SYSTEMS, SUCH AS OUR PAS SYSTEM, FOR IMPLEMENTATION IN LARGE
CITIES

         Each of the local Posts and Telecommunications Bureaus in China which
comprise our existing or potential customers is part of the China Telecom system
and subject to its ultimate control. Accordingly, China Telecom may issue policy
statements or make other decisions which govern the equipment purchasing
decisions of all of our customers in China. For example, we understand that
China Telecom recently prohibited all Posts and Telecommunications Bureaus from
purchasing low-mobility wireless access systems, such as our PAS system, for
implementation in large cities. While to date we have not marketed or sold our
PAS systems in large cities, we may wish to do so in the future. As the majority
of our sales are generated from our operations in China, this decision of China
Telecom or other decisions by China Telecom could cause substantial harm to our
business.

CHINA'S GOVERNMENT POLICIES COULD IMPACT OUR BUSINESS

         Since 1978, China's government has been and is expected to continue
reforming its economic and political systems. These reforms have resulted in and
are expected to continue to result in significant economic and social
development in China. Many of the reforms are unprecedented or experimental and
may be subject to change or readjustment due to a number of political, economic
and social factors. We believe that the basic principles underlying the
political and economic reforms will continue to be implemented and provide the
framework for China's political and economic system. New reforms or the
readjustment of previously implemented reforms could have a significant negative
effect on our operations. Changes in China's political, economic and social
conditions and governmental policies which could have a substantial impact on
our business include:

          -    new laws and regulations or the interpretation of those laws and
               regulations;

          -    the introduction of measures to control inflation or stimulate
               growth;

          -    changes in the rate or method of taxation;

                                      -28-
<PAGE>

          -    the imposition of additional restrictions on currency conversion
               and remittances abroad; and

          -    any actions which limit our ability to develop, manufacture,
               import or sell our products in China, or to finance and operate
               our business in China.

CHINA'S ECONOMIC POLICIES COULD IMPACT OUR BUSINESS

         The economy of China differs from the economies of most countries
belonging to the Organization for Economic Cooperation and Development in
various respects such as structure, government involvement, level of
development, growth rate, capital reinvestment, allocation of resources,
self-sufficiency, rate of inflation and balance of payments position. In the
past, the economy of China has been primarily a planned economy subject to one-
and five-year state plans adopted by central government authorities and largely
implemented by provincial and local authorities which set production and
development targets.

         Since 1978, increasing emphasis had been placed on decentralization and
the utilization of market forces in the development of China's economy. Economic
reform measures adopted by China's government may be inconsistent or
ineffectual, and we may not in all cases be able to capitalize on any reforms.
Further, these measures may be adjusted or modified in ways which could result
in economic liberalization measures that are inconsistent from time to time or
from industry to industry or across different regions of the country. China's
economy has experienced significant growth in the past decade. This growth,
however, has been accompanied by imbalances in China's economy and has resulted
in significant fluctuations in general price levels, including periods of
inflation. China's government has implemented policies from time to time to
increase or restrain the rate of economic growth, control periods of inflation
or otherwise regulate economic expansion. While we may be able to benefit from
the effects of some of these policies, these policies and other measures taken
by China's government to regulate the economy could also have a significant
overall impact on economic conditions in China with a resulting negative impact
on our business.

CHINA'S EXPECTED ENTRY INTO THE WTO CREATES UNCERTAINTY AS TO THE FUTURE
ECONOMIC AND BUSINESS ENVIRONMENTS IN CHINA

         China has been attempting to join the World Trade Organization and
recently signed a bilateral trade agreement with the United States which has
enabled China to gain the support of the United States in China's attempt to
enter the WTO. With this agreement concluded, and subject to the support of
other member countries, China is expected to enter into the WTO as early as some
time in 2000. Although China has been reducing tariff levels over the past
several years, entry into the WTO will require China to further reduce tariffs
and eliminate other trade restrictions. While China's entry into the WTO and
related relaxation of trade restrictions may lead to increased foreign
investment, it may also lead to increased competition in China's markets from
international companies. Whether or not China is accepted into the WTO, the
impact on China's economy and our business is uncertain.

IF TAX BENEFITS AVAILABLE TO OUR SUBSIDIARIES LOCATED IN CHINA ARE REDUCED OR
REPEALED, OUR BUSINESS COULD SUFFER

         Our subsidiaries located in China enjoy tax benefits in China which are
generally available to foreign investment enterprises, including full exemption
from national enterprise income tax for two years starting from the first
profit-making year and/or a 50% reduction in national income tax rate for the
following three years. In addition, local enterprise income tax is often waived
or reduced during this tax holiday/incentive period. Under current regulations
in China, foreign investment enterprises that have been accredited as
technologically advanced enterprises are entitled to additional tax incentives.
These tax incentives vary in different locales and could include preferential
national enterprise income tax treatment at 50% of the usual rates for different
periods of time. All of our active subsidiaries in China were accredited as
technologically advanced enterprises. These


                                      -29-
<PAGE>

tax incentives may be repealed or reduced in the future. If these tax incentives
are abolished before our subsidiaries in China can take full advantage of them,
the tax liability of these subsidiaries will increase, which will negatively
impact our financial condition and results of operations.

CHINA'S LEGAL SYSTEM EMBODIES UNCERTAINTIES THAT COULD NEGATIVELY IMPACT OUR
BUSINESS

         China has a civil law legal system. Although often used by judges for
guidance, decided court cases do not have binding legal effect on future
decisions. Since 1979, many new laws and regulations covering general economic
matters have been promulgated in China. Despite this activity to develop the
legal system, China's system of laws is not yet complete. Even where adequate
law exists in China, enforcement of existing laws or contracts based on existing
law may be uncertain and sporadic and it may be difficult to obtain swift and
equitable enforcement, or to obtain enforcement of a judgment by a court of
another jurisdiction. The relative inexperience of China's judiciary in many
cases creates additional uncertainty as to the outcome of any litigation.
Further, interpretation of statutes and regulations may be subject to government
policies reflecting domestic political changes.

         China has adopted a broad range of related laws, administrative rules
and regulations that govern the conduct and operations of foreign investment
enterprises and restrict the ability of foreign companies to conduct business in
China. These laws, rules and regulations provide some incentives to encourage
the flow of investment into China, but also subject foreign companies, and
foreign investment enterprises including our subsidiaries in China, to a set of
restrictions which may not always apply to domestic companies in China. Although
China is increasingly according foreign companies and foreign investment
enterprises established in China the same rights and privileges as Chinese
domestic companies in anticipation of China's entry into the WTO, these special
laws, administrative rules and regulations governing foreign companies and
foreign investment enterprises may still place us and our subsidiaries at a
disadvantage in relation to Chinese domestic companies and may adversely affect
our competitive position. Moreover, as China's legal system develops, the
promulgation of new laws, changes to existing laws and the pre-emption of local
regulations by national laws may adversely affect foreign investors and
companies.

         Many of our activities and products in China are subject to
administrative review and approval by various national and local agencies of
China's government. Because of the changes occurring in China's legal and
regulatory structure, there can be no assurance that we will be able to secure
the requisite governmental approval for our activities and products. Failure to
obtain the requisite government approval for any of our activities or products
could substantially harm our business.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

         UTStarcom is exposed to the impact of interest rate changes and changes
in foreign currency exchange rates.

         Interest Rate Risk. Our exposure to market risk for changes in interest
rates relates primarily to our investment portfolio. The fair value of our
investment portfolio or related income would not be significantly affected by
either a 10% increase or decrease in interest rates due mainly to the short term
nature of our investment portfolio. Our interest income is sensitive to changes
in the general level of U.S. interest rates, particularly since the majority of
our funds are invested instruments with maturities less than one year.
UTStarcom's policy is to limit the risk of principal loss and ensure the safety
of invested funds by limiting market risk. Funds in excess of current operating
requirements are invested in government sponsored entities notes, commercial
paper, floating rate corporate bonds and fixed income corporate bonds.


                                      -30-
<PAGE>

         The table below represents carrying amounts and related
weighted-average interest rates of maturity of UTStarcom's investment portfolio
at March 31, 2000:

<TABLE>
<CAPTION>
                                                                         2000
                                                                         ----
<S>                                                                  <C>
         (In thousands, except interest rates)

         Cash and cash equivalents                                   261,663

         Average interest rate                                           5.1%

         Short-term investments                                        8,566

         Average interest rate                                           6.7%

         Total investment securities                                 270,229

                Average interest rate                                    5.1%
</TABLE>

         Foreign Exchange Rate Risk. We are exposed to foreign exchange rate
risk because our sales to China are denominated in Renminbi and portions of our
accounts payable are denominated in Japanese Yen. Due to the limitations on
converting Renminbi, we are limited in our ability to engage in currency hedging
activities in China. The impact of currency fluctuations of Renminbi to date has
been insignificant. We have contracts negotiated in Japanese Yen for purchasing
portions of our inventories and supplies. We have entered into foreign currency
hedging transactions to reduce exposure to foreign exchange risks. As of March
31, 2000, we had a forward contract to hedge Japanese Yen valued at $10.4
million. The contract was entered into on February 22, 2000.


                                      -31-
<PAGE>

         PART II.     OTHER INFORMATION

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

         The Company completed its initial public offering ("IPO") on March 3,
2000 pursuant to a Registration Statement on Form S-1 (File No. 333-93069). In
the IPO, the Company sold an aggregate of 11,500,000 shares of common stock
(including an over-allotment option of 1,500,000 shares) at $18.00 per share.

         The managing underwriters of the offering were Merrill Lynch & Co.,
Banc of America Securities LLC, U.S. Bancorp Piper Jaffray, Merrill Lynch
Japan Inc., and E-TRADE Securities Co., Ltd. The sale of the shares of common
stock generated aggregate gross proceeds of approximately $207.0 million for
the Company. The aggregate net proceeds were approximately $190.6 million,
after deducting underwriting discounts and commissions of approximately $14.5
million and expenses of the offering of approximately $1.9 million. None of
such amounts were direct or indirect payments to directors or officers of the
Company or their associates, to persons owning 10 percent or more of any
class of equity securities of the Company or to affiliates of the Company.

         As of the effective date of the offering, all of the convertible
preferred stock outstanding was converted into 70,377,322 shares of common
stock. The net proceeds are expected to be used for general corporate purposes,
including working capital and capital expenditures. The amounts actually
expended for such purposes may vary significantly and will depend on a number of
factors, including the Company's future revenues and cash generated by
operations and the other factors described under "Factors Affecting Future
Operating Results". Accordingly, the Company retains broad discretion in the
allocation of the net proceeds of the offering. A portion of the net proceeds
may also be used to acquire or invest in complementary businesses, technologies
or product offerings. As of March 31, 2000, the Company has not used any of the
net proceeds and the entire amounts of net proceeds remains in our cash and cash
equivalents and short-term investments accounts. In addition, at March 31,2000,
there are no material agreements or commitments with respect to any acquisition
or investment activities.

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

         On February 11, 2000, the Annual Meeting of Stockholders of the Company
was held in Alameda, California.

         A nomination and election of directors was held with the following
individuals being elected to the Board of Directors of the Company:

         Hong Lu
         Chauncey Shey
         Thomas Toy
         Ying Wu
         Charles Xue
         Larry Horner
         Masayoshi Son
         Yoshitaka Kitao

         The stockholders approved the appointment of PricewaterhouseCoopers,
L.L.P. as independent public accountants of the Company for December 31, 2000.

         The stockholders approved the Indemnification Agreements.


                                      -32-
<PAGE>

         The stockholders approved amendments to the Certificate of
Incorporation and Bylaws, collectively referred to as the Charter Documents, in
connection with the closing of the Company's proposed initial public offering.

         The stockholders approved the Amended 1997 Stock Plan and the increase
in the number of shares reserved for issuance to a total of 10,524,575 shares in
connection with the closing of the Company's proposed initial public offering.

         The stockholders approved the 2000 Employee Stock Purchase Plan and the
reservation of 2,000,000 shares in connection with the closing of the Company's
proposed initial public offering.

         A nomination and election of the Classified Board of Directors was held
with the following individuals being elected to the Classified Board of
Directors of the Company:

         Tom Toy
         Charles Xue
         Chauncey Shey
         Yoshitaka Kitao
         Larry Horner
         Ying Wu
         Masayoshi Son
         Hong Lu

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:


                                      -33-
<PAGE>

<TABLE>
<CAPTION>
         NUMBER     EXHIBIT DESCRIPTION
         ------     -------------------
<S>                <C>
         10.1(1)    Manufacturing License Agreement between Himachal Futuristic Communications Ltd. and
                    UTStarcom, Inc., undated.

         10.2(2)    Sales Agreement between Japan Radio Company and UTStarcom, dated March 16, 2000.

         10.3(3)    Technical Collaboration Agreement between Sharp Corporation and UTStarcom, Inc., dated March
                    31, 2000.

         10.4(4)    Parts Supply Agreement between Sharp Corporation and UTStarcom, Inc., undated.

         27.1       Financial Schedule Data.
</TABLE>

(b) Reports on Form 8-K:

    No reports on Form 8-K were filed during the quarter.





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

         1 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

         2 SEE FOOTNOTE 1.

         3 SEE FOOTNOTE 1.

         4 SEE FOOTNOTE 1.


                                      -34-
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: May 12, 2000

                                    UTSTARCOM, INC.
                                     (Registrant)

                                    BY

                                    /s/ Hong Liang Lu

                                    ________________________________
                                    Hong Liang Lu
                                    President, Chief Executive Officer and
                                    Director



                                    /s/ Michael J. Sophie

                                    ________________________________
                                    Michael J. Sophie
                                    Vice President of Finance, Chief Financial
                                    Officer and Assistant Secretary


                                      -35-