GST TELECOMMUNICATIONS INC, 10-K, 1999-03-12

GST TELECOMMUNICATIONS INC
10-K, 1999-03-12
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998.

[ ] 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 1-12866

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

<TABLE>
<S> <C>
CANADA N/A
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
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4001 MAIN STREET, VANCOUVER, WASHINGTON 98663
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (360) 356-7100

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON SHARES, WITHOUT PAR VALUE

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value at March 5, 1999 of the Registrant's Common
Shares, without par value (based upon the closing price of $7 per share of such
Common Shares on NASDAQ), held by non-affiliates of the Company was
$254,038,365. Solely for the purposes of this calculation, shares held by
directors and officers of the Registrant have been excluded. Such exclusion
should not be deemed a determination or an admission by the Registrant that such
individuals are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: At March 5, 1999, there were
outstanding 36,470,526 of the Registrant's Common Shares, without par value.

Except where otherwise indicated, all amounts expressed as "$" or "dollars"
in this Annual Report refer to United States currency.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission (the "Commission") no later than
April 30, 1999 pursuant to Regulation 14A are incorporated by reference in Items
10 through 12 of Part III of this Annual Report on Form 10-K.

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ITEM 1. BUSINESS.

OVERVIEW

GST Telecommunications, Inc. (the "Company") provides a broad range of
integrated telecommunications products and services, primarily to business
customers located in California, Hawaii and other western continental states. As
a facilities-based integrated communications provider ("ICP"), the Company
operates state-of-the-art, digital telecommunications networks that represent an
alternative to incumbent local exchange carriers ("ILECs"). The Company's full
line of products, which offer a "one-stop" customer-focused solution to the
telecommunications services requirements of its customers, include local dial
tone, long distance, Internet, data transmission and private line services. With
the turn-up of its Virtual Integrated Transport and Access ("VITA") network in
the fiscal year ended December 31, 1998 ("Fiscal 1998"), the Company became one
of the first ICPs to develop and deploy a converged network. At the end of
Fiscal 1998, the VITA network was operational in 13 of the Company's markets,
positioning the Company for deployment of advanced Internet Protocol ("IP")
services in those markets.

DEVELOPMENT OF THE COMPANY'S BUSINESS

In June 1994, the Company formed GST Telecom, Inc. ("GST Telecom") to
develop, construct and operate telecommunications networks. Since its inception
as a facilities-based competitive access provider ("CAP"), the Company has
constructed and operated state-of-the-art, digital telecommunications networks
that provide an alternative to the ILECs. Through a number of strategic
acquisitions and a concentration on the development of its infrastructure, the
Company has expanded beyond the scope of traditional CAP operations into ICP
services that include long distance, Internet, data transmission, private line
services and local dial tone services. The Telecommunications Act of 1996 (the
"Telecommunications Act") and several state regulatory initiatives substantially
changed the telecommunications regulatory environment in the United States and
enabled the Company to provide local dial tone in addition to interstate and
intrastate switched access services.

The Company has recently undertaken a plan to redirect its focus to its
core business lines of local, data and longhaul services. In connection with
such plan, the Company has determined to disband its subsidiary that was
responsible for research and development on international undersea cable
systems, implement a series of cost reductions, decentralize business to its
regional centers, and form business units in data and longhaul services.
Additionally, the Company is pursuing a strategy of divesting assets that fall
outside the scope of its core business focus as an ICP. Such assets are expected
to include the Company's Guam and Hawaii subsidiaries and its assets relating to
shared tenant services.

TELECOMMUNICATIONS SERVICES STRATEGY

In conjunction with its network expansion, the Company has developed a
strategy to leverage its existing facilities, infrastructure, customer base and
experience by providing a broad range of integrated telecommunications services
to meet the voice and data needs of its end-user customers. The Company focuses
on medium to large-sized businesses that have significant telecommunications
requirements. The Company, through its established sales channels, offers: (i)
bundled telecommunications services; (ii) flexible pricing and customized
products and services; and (iii) an enhanced level of customer service. To meet
its customers' needs, the Company offers a number of telecommunications
services, including:

Local Services. Where authorized, the Company offers both switched
and dedicated local service. Dedicated local services involve a fixed
communications link, usually between an end-user and a long distance
carrier's Point of Presence ("POP"). With a switch for voice traffic, it is
possible for the Company to direct traffic to any end-user or long distance
carrier provided that the Company has an interconnection agreement with the
connecting carriers. The Company plans to continue to install voice
switching equipment in its targeted markets. Once a switch is operational,
where regulatory conditions and interconnection agreements permit, the
Company offers local dial tone, in addition to enhanced services such as
Integrated Services Digital Network ("ISDN"), Centrex, voice mail and other
custom

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calling features. For Fiscal 1998, local services accounted for 30.8%, or
approximately $48.9 million, of the Company's telecommunications services
revenues.

Long Distance Services. The Company offers basic and enhanced long
distance services, such as toll free, and calling card services, targeting
primarily business customers purchasing between $200 and $15,000 of
services per month as well as resellers and other carriers. Currently, the
Company provides these services over its own network facilities, and by
reselling the services of certain major long distance carriers as needed to
complement the Company's network. In April 1998, the Company acquired ICON
Communications Corp. ("ICON"), a switch-based reseller of long distance and
local services located in Seattle, Washington for approximately $23.9
million in cash. In March 1998, the Company acquired KLP, Inc. (d/b/a/ Call
America-Phoenix) ("Call America-Phoenix"), a reseller of long distance
services located in Phoenix, Arizona for approximately $3.8 million in
cash. For Fiscal 1998, long distance services accounted for 41.1%, or
approximately $65.7 million, of the Company's telecommunications services
revenues.

Data Services. The Company offers national and international frame
relay services on its own frame relay network and through interconnection
agreements with other data service providers. Under these agreements, the
Company and such data service providers have agreed to link their data
networks and terminate one another's traffic. The Company has deployed
frame relay switches in 24 markets in the western United States. Such
switches can provide both frame relay and Internet services. The Company
offers data networking services such as asynchronous transfer mode ("ATM"),
high speed LAN connectivity service, frame relay and high capacity access
to the Internet and plans to offer video conferencing and multi-media
networking in the future. As of December 31, 1998, the Company had
installed 22 ATM switches throughout its network footprint. For Fiscal
1998, data services accounted for 5.5%, or approximately $8.8 million, of
the Company's telecommunications services revenues.

Internet Services. The Company presently offers Internet-related
services in most of its markets, such as dedicated Internet access, Web
site development and hosting, provides access and upstream transport for
local Internet service providers ("ISPs") and electronic commerce services
and is in the process of developing various Internet software applications,
including applications that will allow customers to monitor usage
statistics and provide for usage-based customer billing. The Company also
offers dial-up Internet access to customers in Portland (Oregon), Vancouver
(Washington), the State of Hawaii, Houston (Texas) and select markets in
California, including San Francisco and Los Angeles. In March 1998, the
Company acquired the business of Whole Earth Networks, a San
Francisco-based full-service ISP, for approximately $9.1 million in cash
and the assumption of approximately $1.3 million of liabilities. For Fiscal
1998, Internet services accounted for 5.3%, or approximately $8.4 million,
of the Company's telecommunications services revenues.

Longhaul Services. The Company offers unswitched telecommunications
transmission circuits, including resold circuits of other carriers, to
customers who transport their already-switched traffic between LATAs. For
the use of such longhaul circuits, the Company typically bills customers a
non-usage based monthly rate determined by capacity, location and circuit
length. The Company also constructs longhaul facilities for other carriers.
For Fiscal 1998, longhaul services accounted for 14.8%, or approximately
$23.5 million, of the Company's telecommunications services revenues.

TELECOMMUNICATIONS NETWORKS AND FACILITIES

The Company's networks comprise fiber optic cables, integrated switching
facilities, advanced electronics, data switching equipment, transmission
equipment and associated wiring and equipment. The Company typically designs its
networks with a ring architecture with connectivity to the ILEC's central
offices, POPs of long distance carriers and large concentrations of
telecommunication intensive end-users.

The Company's digital networks currently serve 43 markets in Arizona,
California, Hawaii, Idaho, New Mexico, Oregon, Texas and Washington. The
Company's 14 high-capacity digital switches enable it to deliver switched local
services. The Company installed 15,993 access lines in the first quarter of
1998, 27,426 in the second quarter, 30,439 in the third quarter and 34,187 in
the fourth quarter, for a total of 108,045 access lines
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installed during Fiscal 1998. As of December 31, 1998, the Company's
facilities-based network was comprised of 2,320 route miles in service, with
5,748 total route miles owned, including those currently under construction. In
addition to construction and operation of its longhaul fiber optic facilities
and localized fiber optic rings, the Company is pursuing a strategy of targeted
building entry, and, as of December 31, 1998, had 689 buildings on-net.

The Company plans to continue to develop and expand its local and longhaul
network infrastructure to ultimately assemble, through a combination of owned
and leased facilities and joint ventures, an integrated regional network for the
on-net provision of local services. By building and utilizing its own network,
the Company reduces its reliance on the facilities of other providers, such as
the ILECs, enhances service to its customers and reduces its cost of providing
services. In addition, increasing demand for high bandwidth capacity has created
opportunities for the Company to sell or lease capacity on its network to other
communications carriers.

The Company plans to build specific network segments or to lease capacity
as economically justified and as the demands of its customers warrant.
Management believes that pursuing this "smart-build" approach should permit the
Company to provide for ongoing capital expenditures on a "success basis" and
allow the Company to build its customer base through an increased focus on
sales, marketing and operations support systems. "Smart builds" also provide the
Company with the ability to address attractive service areas selectively
throughout its targeted markets.

The Company's networks are monitored by its network control center located
at the Company's corporate headquarters in Vancouver, Washington. The control
center is staffed by 23 employees and provides network monitoring 24 hours a
day, seven days a week. Advanced monitoring systems allow personnel to diagnose
and resolve problems, generally before customers detect a meaningful
deterioration in service quality.

COMPETITION

The telecommunications industry is highly competitive. In most markets, the
Company's principal competitor for local exchange services is the Regional Bell
Operating Company ("RBOC") or GTE Corporation or one of its affiliated companies
(collectively, the "GTE Companies"). There are many other competitors and
potential competitors that have financial, marketing or other resources
significantly greater than the Company, as well as other competitive advantages.
See "Risk Factors -- Competition."

SALES CHANNELS AND CUSTOMER SUPPORT

The Company markets its services through five sales channels including a
direct sales force, an inside sales (telemarketing) group, a government systems
group, a wholesale carrier group and alternate channels, which includes referral
partners, independent agents and resellers. As of December 31, 1998, the Company
had 326 sales and marketing employees in 24 cities and utilized 344 agents and
independent contractors.

The Company's direct sales personnel offer the Company's full line of
products, including long distance, private line, Internet, local and data
transmission services. Sales compensation is incentive-based and designed to
facilitate both the acquisition and retention of customers.

Teams of sales engineers and local service experts are available to support
the sales force in complex or more technical applications. The inside sales and
telemarketing group and the Company's referral partner programs generate leads
for the direct sales force. These groups also focus on smaller customers that
may use the full array of products but do not require extensive technical or
on-site support.

Local customer service representatives are assigned to particular customers
and are supplemented by local technical sales support personnel and a
centralized group of customer service representatives located in call centers
who respond to after-hours customer inquiries and perform account maintenance.

As of December 31, 1998, the Company had approximately 105,850 customers,
including approximately 48,200 long distance customers, 9,350 local dial tone
customers and 32,450 Internet customers (substantially

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all of whom are dial-up customers). Approximately 17,700 of such customers
purchase more than one of the Company's services.

REGULATION

The Company's telecommunications services business is subject to varying
degrees of federal, state and local regulation.

FEDERAL REGULATION

The Federal Communications Commission ("FCC") regulates interstate and
international telecommunications services. The Company provides service either
on a private carrier basis or on a common carrier basis. The primary
distinguishing factor between private carriers and common carriers is that the
former provide customized services to select customers pursuant to individually
negotiated contracts. Common carriers, on the other hand, hold themselves out to
serve the public generally. The FCC imposes certain regulations on common
carriers such as the RBOCs that have some degree of market power. The FCC
imposes less regulation on common carriers without market power, including, to
date, CAPS, competitive local exchange carriers ("CLECs") and ICPs.

The Telecommunications Act is intended to increase competition. The
Telecommunications Act opens the local services market by requiring ILECs to
permit interconnection to their networks and establishing ILEC obligations with
respect to:

Reciprocal Compensation. Requires all telecommunications carriers to
complete calls originated by competing carriers under reciprocal arrangements at
prices based on a reasonable approximation of incremental cost or through mutual
exchange of traffic without explicit payment.

Resale. Requires all telecommunications carriers to permit resale of their
telecommunications services without unreasonable restrictions or conditions. In
addition, ILECs are required to offer wholesale versions of all retail services
to other telecommunications carriers for resale at discounted rates, based on
the costs avoided by the ILEC in the wholesale offering.

Interconnection. Requires all telecommunications carriers to permit their
competitors to interconnect with their facilities. Requires all ILECs to permit
interconnection at any technically feasible point within their networks, on
nondiscriminatory terms, at prices based on cost (which may include a reasonable
profit). At the option of the carrier seeking interconnection, collocation of
the requesting carrier's equipment in the ILEC's premises must be offered,
except where the ILEC can demonstrate space limitations or other technical
impediments to collocation.

Unbundled Access. Requires all ILECs to provide nondiscriminatory access
to unbundled network elements (including, certain network facilities, equipment,
features, functions, and capabilities) at any technically feasible point within
their networks, on nondiscriminatory terms and, at prices based on cost (which
may include a reasonable profit). In determining the elements that must be
unbundled, the FCC must consider whether access is necessary or the failure to
provide access would impair the competing carrier's CLEC's ability to provide
the telecommunications services.

Number Portability. Requires all telecommunications carriers to permit
users of telecommunications services to retain existing telephone numbers
without impairment of quality, reliability or convenience when switching from
one telecommunications carrier to another.

Dialing Parity. Requires all telecommunications carriers to provide "1+"
equal access to competing providers of telephone exchange service and toll
service, and to provide nondiscriminatory access to telephone numbers, operator
services, directory assistance, and directory listing, with no unreasonable
dialing delays.

Access to Rights-of-Way. Requires all local exchange carriers to permit
competing carriers access to poles, ducts, conduits and rights-of-way at
regulated prices.

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ILECs are required to negotiate in good faith with carriers requesting any
or all of the above arrangements. If the negotiating carriers cannot reach
agreement within a prescribed time, either carrier may request binding
arbitration of the disputed issues by the state regulatory commission. Where an
agreement has not been reached, ILECs remain subject to interconnection
obligations established by the FCC and state telecommunications regulatory
commissions.

In August 1996, the FCC released its interconnection decision, In re
Implementation of the Local Competition Provisions in the Telecommunications Act
of 1996, II FCC Rcd. 15,499 ("Interconnection Decision"). The Interconnection
Decision establishes rules implementing the Telecommunications Act requirements
that ILECs negotiate interconnection agreements, and provides guidelines for
review of such agreements by state public utilities commissions. The Court of
Appeals for the Eighth Circuit ("Eighth Circuit") vacated certain portions of
the Interconnection Decision, including provisions establishing a pricing
methodology and a procedure permitting new entrants to "pick and choose" among
various provisions of existing interconnection agreements between ILECs and
their competitors. On January 25, 1999, the Supreme Court reversed the Eighth
Circuit, confirming the FCC's jurisdiction to issue regulations governing local
interconnection pricing (including regulations governing reciprocal
compensation). The Supreme Court also found that the FCC had authority to
promulgate a "pick and choose" rule and upheld most of the FCC's rules governing
access to unbundled network elements. The Supreme Court remanded to the FCC for
further consideration the standard by which the FCC identified the network
elements that must be made available on an unbundled basis. The Supreme Court's
action may require or trigger the renegotiation of existing agreements. Although
state public utilities commissions have continued to conduct arbitrations, and
to implement and enforce interconnection agreements during the pendency of the
Eighth Circuit proceedings, the Supreme Court's recent ruling and further
proceedings on remand (either at the Eighth Circuit or the FCC) may affect the
scope of state commissions' authority to conduct such proceedings or to
implement or enforce interconnection agreements. They could also result in new
or additional rules being promulgated by the FCC.

On May 8, 1997, the FCC released an order establishing a significantly
expanded federal telecommunications subsidy regime. For example, the FCC
established new subsidies for services provided to qualifying schools and
libraries with an annual cap of $2.25 billion and for services provided to rural
health care providers with an annual cap of $400 million. The FCC also expanded
the federal subsidies to low-income consumers. Providers of interstate
telecommunications service, such as the Company, as well as certain other
entities, must pay for these programs. The Company's share of these federal
subsidy funds will be based on its share of certain defined telecommunications
end-user revenues. The revenues for the high cost and low income fund are the
Company's estimated quarterly interstate and gross end-user telecommunications
revenues. The revenues for the schools and libraries and rural health care fund
are the Company's estimated quarterly intrastate, interstate and international
gross end-user telecommunications revenues. The contribution factors issued by
the FCC for 1998 range from 3.14% to 3.19% for the high cost and low income fund
and .72% to .76% for the schools, libraries and rural healthcare fund. The
amounts contributed may be billed to customers. The Company has been billed for
such contributions which represented less than 1% of total revenues for Fiscal
1998. In the May 8th order, the FCC also announced that it will soon revise its
rules for subsidizing service provided to consumers in high cost areas. Several
parties have appealed the May 8th order. Such appeals have been consolidated and
transferred to the United States Court of Appeals for the Fifth Circuit where
they are currently pending. In addition, on July 3, 1997, several ILECs filed a
petition for stay of the May 8th order with the FCC. That petition is pending.

The Telecommunications Act also codifies the ILECs' equal access and
nondiscrimination obligations and preempts inconsistent state regulation. The
Telecommunications Act also contains special provisions that eliminate the AT&T
Antitrust Consent Decree (and similar antitrust restrictions on the GTE
Companies) restricting the RBOCs from providing long distance services and
engaging in telecommunications equipment manufacturing. These provisions permit
a RBOC to enter the long distance market in its traditional service area if it
satisfies several procedural and substantive requirements, including obtaining
FCC approval upon a showing that facilities-based competition is present in its
market, that the RBOC has entered into interconnection agreements in those
states in which it seeks long distance relief, the interconnection

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agreements satisfy a 14-point "checklist" of competitive requirements, and the
FCC is satisfied that the RBOC's entry into long distance markets is in the
public interest. SBC, the RBOC serving some of the states served by the Company,
applied to the FCC for such authority which was denied. On appeal, the FCC
decision was upheld. U S WEST, an RBOC serving some states served by the
Company, has announced its intention to seek such authority this year. The
Telecommunications Act permits the RBOCs to enter the out-of-region long
distance market immediately upon its enactment.

Except in certain designated geographically competitive zones, the current
policy of the FCC for most special access services dictates that ILECs charge
all customers the same price for the same service. Thus, the ILECs generally
cannot lower prices to those customers likely to contract for their services
without also lowering charges for the same service to all customers in the same
geographic area, including those whose telecommunications requirements would not
justify the use of such lower prices. The FCC may, however, alleviate this
constraint on the ILECs and permit them to offer special rate packages to very
large customers, as it has done in a few cases, or permit other forms of rate
flexibility. The FCC has adopted proposals that significantly lessen the
regulation of ILECs that are subject to competition in their service areas and
has provided such ILECs with additional flexibility in pricing their interstate
switched and special access on a central office specific basis.

With respect to its domestic service offerings, various subsidiaries of the
Company have filed tariffs with the FCC stating the rates, terms and conditions
for their interstate services. To the extent that such subsidiaries provide
intrastate services, they may be required to obtain authority from state
regulatory authorities prior to providing such services.

STATE REGULATION

State regulatory agencies have regulatory jurisdiction when Company
facilities and services are used to provide intrastate services. A portion of
the Company's current traffic may be classified as intrastate and therefore
subject to state regulation. The Company expects that it will offer more
intrastate services (including intrastate switched services) as its business and
product lines expand and state regulations are modified to allow increased local
services competition. To provide intrastate services, the Company generally must
obtain a Certificate of Public Convenience and Necessity ("CPCN") from the state
regulatory agency and comply with state requirements for telecommunications
utilities, including state tariffing requirements. The Company has obtained
regulatory authority for its subsidiaries to provide intrastate toll service in
46 states and the District of Columbia and is applying for such authority in the
remaining states. There can be no assurance that such state authorizations will
be granted. In addition, the Company has obtained authority to provide local
exchange services on a resale or facilities-based basis in 10 states and the
Northern Marianas Islands.

LOCAL REGULATION

The networks are subject to numerous local regulations such as building
codes and licensing. Such regulations vary on a city by city and county by
county basis. The Company needs to obtain rights-of-way over private and
publicly owned land to permit the installation of the fiber optic
telecommunication equipment.

GLOBAL LIGHT TELECOMMUNICATIONS

As of February 28, 1999, the Company had invested approximately $3.7
million in Global Light Telecommunications ("Global") to acquire 3.6 million
common shares. In legal proceedings initiated against Global and others, the
Company asserts that Global is liable to the Company for compensation for, or
rescission of, Global's acquisition of rights held by the Company to acquire an
interest in a Mexican telecommunications joint venture opportunity (the "Bestel
Project"). Global has asserted in public filings that it has yet to determine
what compensation, if any, is owed to the Company with respect to the Bestel
Project. To date, Global has not issued any common shares, or provided any other
form of compensation, to the Company in respect of its acquisition of the Bestel
Project. The Company has filed a complaint against Global and certain current
and former directors of the Company in respect of this matter. See "Legal
Proceedings."

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In 1996, Global assumed the Company's right to subscribe for 49% of the
outstanding shares of Bestel, S.A. de C.V. ("Bestel"). As compensation, Global
was to issue shares to the Company. At that time, certain of the directors and
officers of the Company were also directors or officers of Global including
Messrs. Gordon Blankstein, John Warta, Stephen Irwin and Peter Legault. At
present there are no common directors and officers of the Company and Global. In
addition, in connection with the rights to subscribe for shares of Bestel,
Global was required to and the Company understands that it has loaned $36.0
million to Bestel. Bestel is in the process of constructing a 2,270 kilometer
fiber optic telecommunications network in Mexico, which, when operable, will
provide capability for Bestel to become a facilities-based long distance
carrier.

MAGNACOM

Magnacom Wireless, LLC ("Magnacom") is controlled by Mr. John Warta, the
Company's former Chairman of the Board and Chief Executive Officer. The Company
understands that Magnacom holds certain PCS licenses for markets in Arizona,
Arkansas, New Mexico, Oregon, Utah, Hawaii, Idaho, and Washington (collectively,
the "Magnacom FCC Licenses"). Magnacom and the Company entered into a Services
Agreement and a Reseller Agreement (the "Agreements") pursuant to which, among
other things, (i) the Company was designated a non-exclusive reseller of PCS
telephone services in the markets in which Magnacom had obtained FCC licenses,
and (ii) Magnacom granted the Company a right of first refusal to provide
switched local and long distance services and other enhanced telecommunications
services to all of Magnacom's resellers in markets where the Company has
operational networks so long as the Company's rates and other terms of service
were competitive. In connection with the Agreements, as of December 31, 1998 the
Company had paid Magnacom approximately $14.6 million as prepayments for future
PCS services and approximately $1.1 million in advances for certain operating
expenses.

In consideration for the Magnacom FCC Licenses, the Company understands
that Magnacom owes the FCC approximately $50.1 million plus accrued interest.
Quarterly interest payments of approximately $1.1 million were scheduled to
begin July 31, 1998; however, as of the date hereof, Magnacom has not made such
first payment. Magnacom had until October 29, 1998 to make the delinquent
interest payment, together with a five percent penalty. On October 28, 1998,
Magnacom filed a petition for reorganization under Chapter 11 of the United
States Bankruptcy Code. The petition for reorganization filed by Magnacom and
its payment delinquency to the FCC could result in the forfeiture of the
Magnacom FCC Licenses, which would further impair the possible recovery by the
Company of any part of the payments made to Magnacom.

EMPLOYEES

As of December 31, 1998, the Company and its subsidiaries had 1,394
full-time employees. None of such employees is covered by a collective
bargaining agreement. The Company considers its relationship with its employees
to be satisfactory.

ITEM 2. PROPERTIES.

The Company owns a building comprising 60,000 square feet in Vancouver,
Washington. The Company leases space containing its principal executive offices
at 4001 Main Street, Vancouver, Washington 98663.

ITEM 3. LEGAL PROCEEDINGS.

U S WEST V. THE ACC ET AL.

On or about February 25, 1997, U S WEST filed a declaratory judgment action
against members of the Arizona Corporation Commission ("ACC"), the ACC, ACSI,
Brooks and the Company in the United States District Court in Arizona. The
District Court consolidated a number of similar lawsuits filed by U S WEST
against other CLECs, including MFS, Sprint, MCI and AT&T. U S WEST alleges that
the ACC has approved an interconnection agreement that unlawfully requires U S
WEST to resell services below cost, imposes resale restrictions and denies U S
WEST recovery for construction and implementation costs, treats the cost
recovery of access revenues for interim number portability, requires U S WEST to
obtain additional rights of way or build additional facilities solely to provide
access to the Company, and amounts to a taking of

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U S WEST's property without just compensation. U S WEST seeks a declaratory
judgment stating that the ACC has violated the Telecommunications Act and that
the ACC has taken U S WEST's property without providing just compensation. U S
WEST also seeks an injunction prohibiting all defendants, including the Company,
from taking any action to enforce any of the order's allegedly unlawful
provisions. On September 12, 1998, the District Court dismissed all counts
against the Company. This lawsuit was consolidated with the following two United
States District Court of Arizona lawsuits described below. A final order has not
been issued.

GST TUCSON LIGHTWAVE, INC. ("GST TUCSON") ET AL. V. THE ACC ET AL.

On or about February 26, 1998, GST Tucson, GST Net (AZ), Inc. ("GST Net
(AZ)") and WorldCom filed a declaratory judgment action against the ACC, members
of the ACC, and U S WEST in the United States District Court in Arizona. The
Company alleges that the ACC's approval of U S WEST unbundled network elements
and wholesale discount rates was inconsistent with federal law, and failed to
set geographically deaveraged unbundled network element rates as required by
federal law. The Company seeks a declaratory judgment that the ACC's action
violates the Telecommunications Act and an injunction requiring the ACC to adopt
compliant rates. Should the Company not prevail in its suit, it may be charged
unfavorable rates for U S WEST services. The Company cannot quantify at this
time the potential effect of an unsuccessful challenge to the ACC's actions.

U S WEST V. GST NET (AZ) ET AL.

On or about April 10, 1998, U S WEST filed a declaratory judgment action
against GST Net (AZ), GST Telecom, GST Tucson, the ACC and its members, and
other Arizona CLECs in the United States District Court of Arizona. U S WEST
asserts that the ACC adopted a U S WEST permanent unbundled network element rate
order which denies it full compensation for nonrecurring charges, loop costs,
reciprocal compensation for transport and termination of local traffic, customer
transfer charges, and the costs of implementing its interconnection obligations
with CLECs in violation of the Telecommunications Act and state law. U S WEST
seeks a declaratory judgment stating that the ACC's action violates federal and
state law and an injunction preventing all defendants from taking action to
enforce the ACC's rulings. The Company cannot quantify at this time the
potential effects of a successful U S WEST challenge to the ACC's order. If U S
WEST prevails in its suit, the Company and other CLECs may pay more for U S WEST
interconnection and services, which could have an adverse impact on the
Company's operations in Arizona.

U S WEST V. THE ACC ET AL.

On or about April 8, 1997, U S WEST filed a state court proceeding against
the ACC, individual members of the ACC, and GST Net (AZ), which holds a
Certificate of Convenience and Necessity ("CCN") to provide local exchange
service in Arizona. In its complaint appealing the ACC's February 6, 1997
decision and order granting GST Net (AZ) its CCN, U S WEST alleges that the
ACC's action violates certain requirements of the Arizona Constitution relating
to rate of return regulation, carrier of last resort obligations, and equal
protection. The appeal seeks to subject GST Net (AZ) and U S WEST to identical
forms of regulation, treating both carriers as either traditional monopoly
carriers or as co-equal competitive companies. The state court consolidated the
case with a number of substantially similar lawsuits filed against other CLECs,
including MFS, Sprint, MCI and AT&T. On September 21, 1998, the court dismissed
the case as against all parties. US WEST has appealed the dismissal to the
Arizona Court of Appeals. Should US WEST successfully reverse the lower court
ruling, the Company's regulatory status in Arizona may be changed, which could
have a material adverse effect on the Company's operations in Arizona.

GST TELECOMMUNICATIONS, INC. AND GST TELECOM V. GLOBAL LIGHT TELECOMMUNICATIONS,
INC., ET AL.

On October 20, 1998, the Company (or, "GST") and GST Telecom filed a
Complaint in the Superior Court of California, County of Santa Clara, No.
CV777408, against GST Global Telecommunications, Inc., now known as Global Light
Telecommunications, Inc. ("Global") and six GST officers and directors, two of
whom are present directors of GST. The Complaint includes claims for fraud,
negligent misrepresentation,
9
<PAGE> 10

unjust enrichment, and unfair competition primarily related to the alleged
misappropriation of a Mexican business opportunity. The Complaint seeks an
accounting, a constructive trust, and restitution of GST's interest in the
opportunity and also seeks unspecified exemplary and punitive damages and
reimbursement of attorneys' fees.

In particular, the Complaint alleges that Global and the individual
defendants misappropriated the Company's joint venture interest in Bestel, S.A.
de C.V. ("Bestel"), the owner of a 2,270 kilometer fiber optic
telecommunications network in Mexico. The lawsuit alleges that the individual
defendants caused the Company's 49% interest in Bestel to be transferred to
Global, then a shell corporation in which the individuals, had secretly
invested. No written agreement validated the transfer. The Company therefore
seeks return of the asset and monetary compensation to remedy the loss arising
from the wrongful transfer.

On December 23, 1998, Defendants filed a motion to stay or dismiss the
action on grounds of inconvenient forum, and four of the individual defendants
filed a motion to dismiss the action for lack of personal jurisdiction. The
Superior Court granted Defendants' motion to stay the proceedings on February 5,
1999, and GST and GST Telecom filed a notice of appeal on February 9, 1999.

WARTA V. GST, GST USA, INC., AND GST TELECOM AND COUNTERCLAIMS

On January 25, 1999, Mr. John Warta filed a Complaint in the Superior Court
of Washington, King County, No. 99-2-02287-4SEA, against GST, GST USA, Inc.
("GST USA") and GST Telecom. The Complaint, which relates to the circumstances
under which Mr. Warta ceased to serve as an officer and director of the Company,
includes claims for breach of employment agreement, breach of the covenant of
good faith and fair dealing, violation of wage statutes, and indemnity.

On February 23, 1999, GST answered by denying all liability and filed
counterclaims against Mr. Warta, Global and five other current or former
officers and directors for liability with respect to the matters leading to the
termination of Mr. Warta's employment. In particular, GST seeks recovery under
Washington law for matters described in GST and GST Telecom v. Global, et. al,
above, as well as for breaches committed with respect to the wrongful use of GST
funds for the purchase of telecommunications licenses by Mr. Warta through
companies he owns.

GST, GST USA AND GST TELECOM V. IRWIN AND OLSHAN

On December 16, 1998, GST, GST USA and GST Telecom filed a Complaint in the
United States District Court, Southern District of New York, No. 98 CIV. 8865,
against Mr. Stephen Irwin and the law firm of Olshan Grundman Frome & Rosenzweig
LLP ("Olshan"). The Complaint, which relates to Mr. Irwin and Olshan's
representation of GST, GST USA and GST Telecom in various matters, includes
claims for professional negligence, breach of fiduciary duty, and breach of
contract, and seeks compensatory damages and reimbursement of attorneys' fees.

On February 12, 1999, Mr. Irwin filed his Answer to the Complaint. Olshan
filed its Answer and Counterclaims to the Complaint on February 17, 1999. Olshan
counterclaimed against GST, GST USA and GST Telecom for breach of contract,
unjust enrichment, quantum meruit, and "account stated," based on invoices
submitted to GST of approximately $250,000. No trial date has been set.

GST V. SANDER

On February 9, 1999, GST filed a Complaint in the Superior Court for the
State of Washington, Clark County, No. 99-2-00573-6, against Mr. Clifford V.
Sander, the former treasurer and Senior Vice President of GST. The Complaint,
which is based on Mr. Sander's alleged misconduct as an officer of GST, includes
claims for fraud, breach of fiduciary duty, unjust enrichment, and unfair
business practices, and seeks an accounting, imposition of a constructive trust,
compensatory damages, costs of suit, attorneys' fees, and treble damages. In
particular, the Complaint seeks relief based on Mr. Sander's misuse of insider
information in the purchase of Global stock, wrongful disbursements to third
parties, and involvement in a fraudulent release of

10
<PAGE> 11

stock from escrow to three former directors and/or officers of GST. Mr. Sander
has not yet responded to the Complaint.

GLOBAL AND MEXTEL V. GST AND GST TELECOM

On January 27, 1999, Global and GST Mextel, Inc. ("Mextel") filed a
Complaint in the Supreme Court of British Columbia, No. C990449, against GST and
GST Telecom. The Complaint, which arises from the same matters for which GST and
GST Telecom brought suit against Global et al. in the Superior Court of
California, includes claims for declaratory and injunctive relief to confirm the
ownership of the Mexican business opportunity by Global, and unspecified general
and special damages. In particular, Global seeks a declaration from the court
that it is entitled to retain the equity interest in Bestel, or at least a
judicial determination of the amount Global owes GST. GST intends to vigorously
dispute the allegations in the Complaint.

IRWIN ET AL. V. GST ET AL.

On January 28, 1999, Messrs. Stephen Irwin, Robert Hanson, Peter Legault,
Clifford Sander, and John Warta, all current or former GST officers or
directors, filed a Complaint in the Supreme Court of British Columbia, No.
C990488, against GST, GST Telecom, and four current GST directors. The
Complaint, which arises from the same matters for which GST and GST Telecom
brought suit against Global et al. in the Superior Court of California, includes
claims for oppression and declaratory relief, and seeks unspecified actual and
punitive damages, cost, and attorneys' fees. In particular, the plaintiffs have
asked the court to declare that the plaintiffs may retain the Global stock they
purchased while fiduciaries of GST and seek to have the Canadian court enjoin
GST from pursuing its claims against them. GST and its directors will vigorously
dispute the allegations in the Complaint.

OTHER MATTERS

The Company is a party to various other claims and legal actions arising in
the ordinary course of business. The Company does not anticipate that these
items will materially impact its business. The Company is a party to various
proceedings before the public utilities commissions of the states in which it
provides or proposes to provide telecommunications services. These proceedings
typically relate to licensure of the Company as others and to the regulation of
the proposition of telecommunications service.

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

Not applicable.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS .

MARKET INFORMATION

The Company's Common Shares have been listed on the NASDAQ National Market
("NASDAQ") since April 14, 1998 and trade under the symbol "GSTX," and have been
listed on the Toronto Stock Exchange ("TSE") since August 26, 1997 and on the
Vancouver Stock Exchange ("VSE") since February 28, 1991 and trade under the
symbol "GTE.U." The Company's Common Shares were listed on the American Stock
Exchange ("AMEX") from March 11, 1994 to April 13, 1998.

The following table sets forth, for the two most recent fiscal years, the
high and low closing prices of the Common Shares as reported on the AMEX, NASDAQ
and the TSE.

11
<PAGE> 12

<TABLE>
<CAPTION>
AMEX NASDAQ TSE
------------- ------------- ----------------
HIGH LOW HIGH LOW HIGH LOW
---- --- ---- --- ------ ------
<S> <C> <C> <C> <C> <C> <C>
CALENDAR YEAR 1996
Fourth Quarter.............................. $11 1/4 $7 3/4 -- -- -- --
CALENDAR YEAR 1997
First Quarter............................... 10 3/8 7 3/8 -- -- -- --
Second Quarter.............................. 10 7/16 6 1/2 -- -- -- --
Third Quarter............................... 13 11/16 9 11/16 -- -- $13.95 $10.00
Fourth Quarter.............................. 17 11 7/16 -- -- 17.00 11.00
CALENDAR YEAR 1998
First Quarter............................... 17 1/4 10 13/16 -- -- 17.40 10.50
Second Quarter.............................. -- -- $16 7/8 $10 11/16 16.40 11.00
Third Quarter............................... -- -- 16 6 1/4 16.50 6.00
Fourth Quarter.............................. -- -- 7 1/2 3 11/16 7.55 3.75
</TABLE>

DIVIDENDS

The Company has never declared nor paid any dividends on the Common Shares
and does not presently intend to pay dividends on the Common Shares in the
foreseeable future. The Company's Board of Directors intends to retain future
earnings, if any, to finance the development and expansion of its business. The
future declaration and payment of dividends, if any, will be determined in light
of the then current conditions, including the Company's earnings, operations,
capital requirements, financial condition, restrictions in financing
arrangements and other factors deemed relevant by the Board of Directors. The
Company's ability to declare or pay cash dividends, if any, will be dependent
upon the ability of the Company's subsidiaries to declare and pay dividends or
otherwise transfer funds to the Company, because the Company conducts its
operations entirely through subsidiaries. Pursuant to credit agreements under a
credit facility (the "Tomen Facility") with Tomen America, Inc. and its
affiliates ("Tomen"), the Company's subsidiaries that own and operate the
Southern California, Tucson, Albuquerque and Hawaiian networks may not pay any
dividends or make any distributions on their capital stock to their shareholder,
GST Telecom. Subsequent network financings under the Tomen Facility are expected
to include similar prohibitions. In addition, indentures (the "Indentures")
relating to the 13 7/8% Senior Discount Notes due 2005 (the "Senior Notes") of
GST USA, the 13 7/8% Convertible Senior Subordinated Discount Notes due 2005 of
the Company (the "Convertible Notes" and together with the Senior Notes, the
"1995 Notes"), the 13 1/4% Senior Secured Notes due 2007 (the "Secured Notes")
of GST Equipment Funding, Inc., a wholly owned subsidiary of GST USA ("GST
Funding") the 12 3/4% Senior Subordinated Accrual Notes due 2007 of the Company
(the "Accrual Notes") and the 10.5% Senior Secured Discount Notes due 2008 (the
"1998 Notes") of GST Network Funding, Inc., wholly-owned subsidiary of GST USA
("GST Network") limit, and, for the foreseeable future, effectively prohibit,
the ability of the Company to declare or pay cash dividends.

NUMBER OF SHAREHOLDERS

As of March 5, 1999, there were 252 holders of record of the Company's
Common Shares. The Company believes that there are in excess of 10,400
beneficial owners of the Company's Common Shares additional to such holders of
record.

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<PAGE> 13

ITEM 6. SELECTED FINANCIAL DATA

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THIRTEEN
MONTHS YEAR ENDED THREE MONTHS ENDED TWELVE MONTHS ENDED
ENDED SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
SEPTEMBER 30, -------------------------------- ---------------------- ------------------------
1994(a) 1995 1996 1997 1996 1997 1997 1998
------------- -------- --------- --------- ----------- -------- ----------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues:
Telecommunications and
other services......... $ 112 $ 11,118 $ 31,726 $ 82,593 $ 18,437 $ 27,552 $ 91,708 $ 158,609
Telecommunications
products............... 5,889 7,563 9,573 23,374 4,780 8,706 27,300 4,708
------- -------- --------- --------- -------- -------- -------- ----------
Total revenues............. 6,001 18,681 41,299 105,967 23,217 36,258 119,008 163,317
Operating loss............. (1,337) (11,631) (42,597) (86,543) (17,988) (21,855) (90,410) (135,172)
Other expenses (income):
Interest income.......... (254) (303) (5,549) (7,026) (839) (4,101) (10,288) (24,145)
Interest expense(b)...... 27 838 21,224 37,665 5,434 18,948 51,179 101,648
Other, net............... 1,877 1,347 2,360 (5,359) 104 1,569 (3,894) (57,985)(c)
Income tax expense......... 502(d) 166(d) 157 903 -- 850 1,753 --
------- -------- --------- --------- -------- -------- -------- ----------
Net loss(e)................ $(3,491) $(11,315) $ (60,378) $(113,338) $(22,634) $(39,593) $(130,297) $(154,690)
======= ======== ========= ========= ======== ======== ======== ==========
Net loss per share, basic
and diluted(f)........... $ (.35) $ (.82) $ (3.18) $ (4.71) $ (1.02) $ (1.39) $ (5.11) $ (4.52)
======= ======== ========= ========= ======== ======== ======== ==========
Weighted average number of
common shares
outstanding, basic and
diluted.................. 9,879 13,781 18,988 24,703 22,237 30,804 26,707 35,834
OTHER DATA:
Capital expenditures....... $ 1,486 $ 33,922 $ 97,561 $ 225,743 $ 58,047 $ 46,663 $214,359 247,683
Ratio of earnings to fixed
charges (g).............. -- -- -- -- -- -- -- --
Adjusted EBITDA(h)......... (779) (8,807) (33,936) (51,881) (13,208) (12,032) (50,705) (60,538)
CASH FLOW PROVIDED BY (USED
IN):
Operating activities....... 294 (11,056) (33,306) (57,002) (15,479) (40,580) (82,103) (83,923)
Investing activities....... (11,706) (24,522) (105,674) (261,570) (67,221) (42,954) (237,303) (344,190)
Financing activities....... 10,885 37,383 194,299 313,091 34,720 226,725 505,096 315,130
BALANCE SHEET DATA (AT END
OF PERIOD):
Cash and cash
equivalents.............. $ 4,219 $ 6,204 $ 61,343 $ 55,862 $199,053 $ 86,070
Investments................ 843 871 5,176 3,322 7,619 16,246
Restricted cash and
investments.............. -- -- 16,000 171,750 144,450 281,364
Property and equipment..... 4,805 39,583 134,714 385,252 433,680 678,374
Accumulated depreciation... (221) (1,550) (7,139) (20,738) (26,785) (62,522)
Investment in joint
ventures(i).............. 3,552 2,859 1,364 -- --
Total assets............... 26,769 73,125 301,701 728,405 898,174 1,151,283
Current portion of
long-term debt and
capital lease
obligations.............. -- 959 5,554 10,656 10,865 19,066
Long-term debt and capital
lease obligations
(excluding current
portion)................. -- 19,746 234,127 628,043 777,286 1,112,700
Redeemable Preferred
Shares................... -- -- -- 51,756 54,635 61,741
</TABLE>

13
<PAGE> 14

- ---------------
(a) The Company changed its fiscal year end to September 30, effective in 1994.
As a result, amounts reported for the thirteen months ended September 30,
1994 ("Fiscal 1994") are for the 13 months ended September 30, 1994. Results
for Fiscal 1994 include the acquisition of 60% of GST Telecom, the Company's
subsidiary that owned and operated each of the Company's networks, and, at
various times during Fiscal 1994, an aggregate of 80% of NACT
Telecommunications, Inc. ("NACT").

(b) Excludes capitalized interest of $.3 million for the fiscal year ended
September 30, 1995 ("Fiscal 1995"), $2.3 million for the fiscal year ended
September 30, 1996 ("Fiscal 1996"), $15.2 million for Fiscal 1997, $2.5
million for the three months ended December 31, 1996 (the "1996 Three Month
Period") and $3.7 million for the three months ended December 31, 1997 (the
"1997 Three Month Period"), $16.4 million for the twelve month period ended
December 31, 1997, and $25.9 million for Fiscal 1998). During the
construction of the Company's networks, the interest costs related to
construction expenditures are considered to be assets qualifying for
interest capitalization under FASB Statement No. 34 "Capitalization of
Interest Cost."

(d) During Fiscal 1994 and the first eight months of Fiscal 1995, the Company
owned less than 80% of GST Telecom and was therefore unable to deduct for
tax purposes the losses incurred by GST Telecom.

(e) Includes minority interest in (income) loss of subsidiaries of $0 for Fiscal
1994, $2.4 million for Fiscal 1995, $.4 million for Fiscal 1996, $(.6)
million Fiscal 1997, $.1 million for the 1996 Three Month Period, $(.5)
million for the 1997 Three Month Period, ($1.0) million for Fiscal 1997 and
$0 for Fiscal 1998.

(f) Net loss per share also reflects the accretion of the liquidation and
redemption prices of the outstanding Series A Preference Shares of GST (the
"Redeemable Preferred Shares") totaling $3.0 million for Fiscal 1997, $3.1
million for the 1997 Three Month Period, $6.1 million for the twelve months
ended December 31, 1997 and $7.1 million for Fiscal 1998.

(g) The ratio of earnings to fixed charges is computed by dividing pretax income
from continuing operations before fixed charges (other than capitalized
interest and preferred stock accretion) by fixed charges. Fixed charges
consist of interest charges and amortization of debt expense and discount or
premium related to indebtedness, whether expensed or capitalized, that
portion of rental expense the Company believes to be representative of
interest and preferred stock accretion. For Fiscal 1994, Fiscal 1995, Fiscal
1996, Fiscal 1997, the 1996 Three Month Period, the 1997 Three Month Period,
the twelve months ended December 31, 1997 and Fiscal 1998, earnings were
insufficient to cover fixed charges by $3.0 million, $13.8 million, $62.9
million, $130.0 million, $25.2 million, $45.1 million, $149.9 million and
$187.6 million, respectively.

(h) Adjusted EBITDA consists of loss before interest, income taxes, depreciation
and amortization, minority interest, gains and losses on the disposition of
assets, and noncash charges. Adjusted EBITDA should not be considered in
isolation from, and is not presented as an alternative measure of operating
loss, cash flow from operations or net loss as determined in accordance with
GAAP. Adjusted EBITDA as presented may not be comparable to similarly titled
measures reported by other companies. Adjusted EBITDA is not a measure of
liquidity, or of amounts available to the Company for debt service
requirements or for discretionary purposes. Management believes that
Adjusted EBITDA provides a meaningful measure of

14
<PAGE> 15

operating cash flow (without the effects of working capital changes) for the
continuing operations of the Company by excluding the effects of noncash
expenses and non-operating activities. However, Adjusted EBITDA does not
capture the following financial trends, which pertain to the periods from
Fiscal 1994 through Fiscal 1998: (i) an increase in depreciation expense
resulting from continuing network construction activities, (ii) an increase
in amortization expense resulting from acquisition activities, and (iii) an
increase in net interest expense from borrowing activities. Such trends are
captured through an analysis of the Company's net losses throughout these
periods.

(i) Represents principally the Company's then 50% ownership interest in Phoenix
Fiber Access, Inc. ("Phoenix Fiber"), the owner and operator of the Phoenix
network. The Company acquired the remaining 50% interest in Phoenix Fiber
effective as of October 1, 1996.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

RECENT DEVELOPMENTS

In February 1998, the Company sold its remaining 63% interest in NACT for
net proceeds of approximately $85.0 million (the "NACT Sale"). NACT produces
advanced telecommunications switching platforms with integrated applications
software and network telemanagement capabilities.

In May 1998, GST Network sold $500.0 million principal amount at maturity
of the 1998 Notes in a private placement (the "1998 Offering"). The net proceeds
of the 1998 Offering of approximately $288.9 million will be used to finance the
purchase and installation of acquired equipment. Until such time as purchases
are made, such net proceeds have been invested in United States government
securities in which the holders have been granted a first priority security
interest.

On June 15, 1998 the Company announced that Mr. John Warta had retired as
Chairman of the Board and Chief Executive Officer of the Company. Effective
September 15, 1998, Mr. Warta resigned as a director of the Company. The Board
of Directors of the Company appointed Mr. Robert A. Ferchat, a director of the
Company and the Chairman of the Board and Chief Executive Officer of BCE Mobile
Communications, Inc. to the position of Chairman of the Board of the Company on
June 15, 1998, and Mr. Joseph A. Basile, Jr., the President, Chief Operating
Officer and a director of the Company, as Chief Executive Officer on October 20,
1998.

On October 28, 1998, Magnacom, a company controlled by Mr. Warta, filed a
petition for reorganization under Chapter 11 of the United States Bankruptcy
Code. As of December 31, 1998, the Company had paid Magnacom approximately $14.6
million as prepayments for future PCS services and had recorded approximately
$1.1 million in other receivables from Magnacom. In September 1998, the Company
recorded a loss reserve of $15.7 million for the full amount of the prepayments
and receivables related to Magnacom. See "Business -- Magnacom."

15
<PAGE> 16

The Company, GST Network, GST USA, and GST Funding are parties to certain
indentures and have issued or guaranteed notes governed by those indentures. In
November 1998, the Company notified United States Trust Company of New York, as
trustee under the indentures, that certain actions by the Company and its
subsidiaries may not have been in compliance with the technical requirements of
the restrictive covenants contained in the indentures. In particular, the
Company disclosed that a series of transactions involving Global may have
resulted in technical non-compliances with the indentures. See
"Business -- Global Light Telecommunications." The Company is currently
conducting a review of the relevant transactions and intends to vigorously
pursue any necessary action to cure the potential non-compliances. The Company
has initiated litigation against Global and others in an effort to cure any
technical covenant violations that may have resulted from the transactions
involving Global. See "Legal Proceedings."

In February 1999, the trustee informed the note holders of the potential
violations. Pursuant to the definitions contained within the indentures of each
of the notes described above, no default has been declared and no event of
default has occurred. The Company has not classified the related debt
obligations as current in its consolidated financial statements because
management believes it is probable that, in the event that the holders declared
a default, the Company would be able to take corrective actions to cure any
objectively determinable violations within the prescribed grace period.

While the Company believes that any non-compliances can be cured, the
Company cannot offer any assurance that the litigation will be successful or
that any other potential cures will be effected in a timely manner or be
sufficient. In the event that the Company has violated its indentures and does
not cure the violations, the holders of the notes issued under the indentures
could demand repayment of the notes, discontinue disbursements of cash proceeds
of the most recent notes and assert other remedies against the Company. If any
of these events occurred, the Company would not have sufficient liquid assets to
repay the notes.

RESULTS OF OPERATIONS

FISCAL 1998 COMPARED TO THE UNAUDITED YEAR ENDED DECEMBER 31, 1997

Revenues. Total revenues for Fiscal 1998 increased $44.3 million, or
37.2%, to $163.3 million from $119.0 million for the comparable twelve months
ended December 31, 1997. Telecommunications and other services revenues for
Fiscal 1998 increased $66.9 million, or 73.0%, to $158.6 million from $91.7
million for the twelve months ended December 31, 1997. The increase in
telecommunications and other services revenues resulted primarily from strategic
acquisitions, including the acquisitions of ICON in April 1998, and from
increased local service revenue generated by the Company's networks. To a lesser
extent, the increase in telecommunications and other services revenues resulted
from increased long distance, Internet and data services. The increase was also
attributable to a $2.0 million increase in revenue from the construction of
network conduit and fiber systems. Telecommunications products revenues for
Fiscal 1998 decreased $22.6 million, or 82.8%, to $4.7 million from $27.3
million for the twelve months ended December 31, 1997. The decrease in product
revenues resulted from the sale of the Company's 63% interest in NACT.

Operating Expenses. Total operating expenses for Fiscal 1998 increased
$89.1 million, or 42.5%, to $298.5 million from $209.4 million for the 12 months
ended December 31, 1997. Network expenses, which include direct local and long
distance circuit costs, were 66.7% of telecommunications and other services
revenues for Fiscal 1998 compared to 76.3% for the comparable period in the
previous year. The decrease in network expenses as a percentage of revenue
resulted from the inclusion of strategic acquisitions and an increase in
revenues for traffic carried on the Company's network as a percentage of total
telecommunications and other services revenues. Facilities administration and
maintenance expenses for Fiscal 1998 were 10.5% of telecommunications and other
services revenues compared to 13.6% for the comparable period ended December 31,
1997. The primary reason for the decrease in these expenses as a percentage of
telecommunications and other services revenues is the inclusion of revenues from
strategic acquisitions, substantially all of which are not generated on the
Company's networks.

Cost of product revenues for Fiscal 1998 decreased $6.3 million, or 67.7%,
to $3.0 million from $9.3 million for the twelve months ended December 31, 1997.
For Fiscal 1998, cost of product revenues were 63.7%

16
<PAGE> 17

of telecommunications products revenues compared to 34.0% for the comparable
period ended December 31, 1997. The decrease in the dollar amount of cost of
product revenues and the increase in cost of product revenues as a percent of
product sales resulted from the sale of NACT. Research and development costs
reported in the twelve months ended December 31, 1997 were related to activities
at NACT.

Selling, general and administrative expenses for Fiscal 1998 increased
$17.3 million, or 21.8%, to $96.5 million from $79.2 million for the twelve
months ended December 31, 1997. The increase is due to the expansion of the
Company's local and enhanced services operations, which has resulted in
additional marketing, management information and sales staff, and to selling,
general and administrative expenses related to strategic acquisitions. As a
percentage of total revenue, selling, general and administrative expenses for
Fiscal 1998 were 59.1%, compared to 66.6% for the comparable period ended
December 31, 1997.

Depreciation and amortization for Fiscal 1998 increased $17.7 million, or
62.2%, to $46.0 million from $28.3 for the twelve months ended December 31,
1997. The increase is attributable to newly-constructed networks and related
equipment being placed into service and to the amortization of intangible assets
related to the Company's acquisitions. The Company expects that depreciation
will continue to increase as it expands its networks and longhaul fiber optic
facilities and installs additional switches. Depreciation and amortization
expense was 28.1% of total revenue for Fiscal 1998 compared to 23.8% for the
comparable period ended December 31, 1997.

Special charges for Fiscal 1998 consist of (i) a $15.7 million write-off of
amounts paid to Magnacom, (ii) $9.9 million in abandoned assets related to
non-core projects and services, including the write off of submarine cable
projects, equipment rendered obsolete by the Company's VITA network and fiber
projects outside of the Company's main service areas, (iii) a $3.9 million
impairment reserve for the Company's shared tenant services asset and (iv) $1.1
million in costs related primarily to the severance of certain members of former
management. Special charges for the twelve months ended December 31, 1997
represent a one-time $7.4 million non-cash charge recorded when 750,000 Common
Shares were released from escrow to certain of the Company's former executives,
which the Company views as a potential actionable claim. See "Legal
Proceedings -- GST v. Sander."

Other Expenses and Income. For Fiscal 1998, the Company recorded net other
expense of $19.5 million, compared to $39.9 million for the comparable period
ended December 31, 1997. For Fiscal 1998, net other income includes a $61.3
million gain resulting from the sale of NACT. Excluding such gain, net other
expense would have increased $40.9 million for Fiscal 1998 as compared to the
same period in the previous year. The increase in net other expense relates
primarily to increased interest expense resulting from the issuance in November
and December 1997 of the Accrual Notes and the issuance in May 1998 of the 1998
Notes.

Net Loss. Net loss for Fiscal 1998 increased $24.4 million, or 18.7%, to
$154.7 million from $130.3 million for the twelve months ended December 31,
1997. Excluding the $61.3 million gain on the sale of NACT, net loss would have
been $216.0 million for Fiscal 1998, an increase of $85.7 million as compared to
the twelve months ended December 31, 1997. Such increase in net loss resulted
primarily from a $50.5 million increase in interest expense and a $44.8 million
increase in operating loss.

1997 THREE MONTH PERIOD COMPARED TO THE UNAUDITED 1996 THREE MONTH PERIOD

Revenues. Total revenue for the 1997 Three Month Period increased $13.1
million, or 56.2%, to $36.3 million from $23.2 million for the 1996 Three Month
Period. Telecommunications services revenue for the 1997 Three Month Period
increased $9.1 million, or 49.4%, to $27.6 million from $18.4 million for the
1996 Three Month Period. The increase in telecommunications services revenue
resulted primarily from increased local service revenue generated by the
Company's networks and from increased long distance service revenue. To a lesser
extent, the increase in revenue resulted from the acquisitions of Action Telcom,
Inc. ("Action Telcom") in May 1997 and the Guam operations of Sprint
Communications Company, L.P. ("Sprint"), in October 1997. Additionally, during
the 1997 Three Month Period, the Company completed a $1.5 million longhaul
conduit sale. Product revenue for the 1997 Three Month Period increased $3.9
million, or 82.1%, to $8.7 million from $4.8 million for the 1996 Three Month
Period. The increase in product revenues resulted
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from increased unit sales of NACT's STX switch and, to a lesser extent, the
inclusion of Action Telcom's sales of NAMS. Excluding NACT, product revenue
totalled $1.4 million and $0 for the 1997 Three Month Period and the 1996 Three
Month Period, respectively.

Operating Expenses. Total operating expenses for the 1997 Three Month
Period increased $16.9 million, or 41.0%, to $58.1 million from $41.2 million
for the 1996 Three Month Period. Network expenses, which include direct local
and long distance circuit costs, increased $3.7 million, or 23.5%, to $19.4
million, or 70.5% of telecommunications services revenue for the 1997 Three
Month Period compared to $15.7 million, or 85.3% of telecommunications services
revenue for the 1996 Three Month Period. The primary reason for the decrease in
network expenses as a percent of revenue is the increase in on-net revenues
generated for traffic carried on the Company's network as a percent of total
revenues. Facilities administration and maintenance expenses (consisting
primarily of costs related to personnel providing maintenance, monitoring and
technical assistance for the Company's networks) for the 1997 Three Month Period
increased $.2 million, or 5.6%, to $3.5 million, or 12.7% of telecommunications
services revenue, compared to $3.3 million, or 18.0% of telecommunications
services revenue, for the 1996 Three Month Period.

Cost of product revenue, which includes the costs associated with product
revenue of NACT and Action Telcom, increased $1.3 million, or 70.4%, to $3.1
million for the 1997 Three Month Period from $1.8 million for the 1996 Three
Month Period. Cost of product revenue was 35.6% of product revenue for the 1997
Three Month Period compared to 38.1% for the 1996 Three Month Period. The
decrease in cost of product revenue as a percentage of product revenue resulted
primarily from economies of scale related to increased unit sales of NACT's STX
switch. Excluding NACT, cost of product revenue totalled $.8 million and $0 for
the 1997 Three Month Period and the 1996 Three Month Period, respectively.
Research and development costs for the 1997 Three Month Period increased $.4
million, or 90.5%, to $.8 million from $.4 million for the 1996 Three Month
Period. The increase was due to the addition of personnel to enhance NACT's
switch product line and to facilitate the development of new switching products
and applications.

Selling, general and administrative expenses for the 1997 Three Month
Period increased $7.2 million, or 47.2%, to $22.4 million from $15.2 million for
the 1996 Three Month Period. The increase is due to the expansion of the
Company's CLEC and enhanced services operations, the acquisition of two
companies between May and October 1997 and the hiring of a significant number of
marketing, management information and sales personnel to implement the Company's
integrated services strategy. Selling, general and administrative expenses were
61.9% of total revenue for the 1997 Three Month Period compared to 65.6% of
total revenue for the 1996 Three Month Period.

Depreciation and amortization for the 1997 Three Month Period increased
$4.2 million, or 89.0%, to $8.9 million from $4.7 million for the 1996 Three
Month Period. The increase was attributable to newly-constructed networks
becoming operational and to the amortization of intangible assets related to the
Company's acquisitions. The Company expects that depreciation will continue to
increase as it expands its networks and longhaul fiber optic facilities and
installs additional switches. Depreciation and amortization was 24.4% of total
revenue for the 1997 Three Month Period compared to 20.2% for the 1996 Three
Month Period.

Other Expenses/Income. For the 1997 Three Month Period, net other expenses
increased $13.1 million, or 281.8%, to $17.7 million, or 48.9% of total revenue,
from $4.6 million, or 20.0% of total revenue, for the 1996 Three Month Period.
The primary reason for the increase was the inclusion of interest expense
associated with the Secured Notes and Accrual Notes. The increase in interest
expense was partially offset by interest income earned on the investment of a
portion of the proceeds of the sale of such notes. To a lesser extent, net other
expenses increased due to the Company's share of Global's losses and to NACT's
income tax expense as well as minority interest in the income of NACT.

Net Loss. Net loss for the 1997 Three Month Period increased $17.0
million, or 74.9%, to $39.6 million from $22.6 million for the 1996 Three Month
Period. The increase in net loss resulted primarily from a $3.9 million increase
in operating loss and a $13.5 million increase in interest expense.

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<PAGE> 19

FISCAL 1997 COMPARED TO FISCAL 1996

Revenues. Total revenue for Fiscal 1997 increased $64.7 million, or
156.6%, to $106.0 million from $41.3 million for Fiscal 1996. Telecommunications
services revenue for Fiscal 1997 increased $50.9 million, or 160.3%, to $82.6
million from $31.7 million for Fiscal 1996. The increase in telecommunications
services revenue resulted from the inclusion of a full year of revenue from
strategic acquisitions, including GST Call America, Inc., f/k/a Call America
Business Communications Corp., ("GST Call America") and TotalNet Communications,
Inc. ("Total Net"), as well as increased CLEC service revenue generated by the
Company's networks. To a lesser extent, the increase in telecommunications
services revenue resulted from increased Internet, shared tenant and data
services. Product revenue for Fiscal 1997 increased $13.8 million, or 144.2%, to
$23.4 million from $9.6 million for Fiscal 1996. The increase in product revenue
resulted primarily from the introduction in April 1996 of NACT's STX switch and
subsequent increased unit sales. To a lesser extent, the increase in product
revenue is due to the inclusion of sales of network management and fraud
protection systems by Action Telcom, which was acquired on May 31, 1997.

Operating Expenses. Total operating expenses for Fiscal 1997 increased
$108.6 million, or 129.5%, to $192.5 million from $83.9 million for Fiscal 1996.
Network expenses, which include direct local and long distance circuit costs,
increased $39.7 million, or 149.2%, to $66.3 million, or 80.2% of
telecommunications services revenue for Fiscal 1997 compared to $26.6 million,
or 83.8% of telecommunications services revenue for Fiscal 1996. Facilities
administration and maintenance expenses (consisting primarily of costs related
to personnel providing maintenance, monitoring and technical assistance for the
Company's networks) for Fiscal 1997 increased $2.0 million, or 19.3%, to $12.3
million, or 14.9% of telecommunications services revenue, compared to $10.3
million, or 32.5% of telecommunications services revenue, for Fiscal 1996. The
primary reason for the decrease in facilities administration and maintenance
expenses as a percent of telecommunications services revenue was the inclusion
of revenue from 1996 strategic acquisitions, a significant portion of which was
generated off-net.

Cost of product revenue, which includes the costs associated with product
revenue of NACT and Action Telcom, increased $4.0 million, or 101.1%, to $8.0
million for Fiscal 1997 from $4.0 million for Fiscal 1996. Cost of product
revenue was 34.2% of product revenue for Fiscal 1997 compared to 41.5% for
Fiscal 1996. The decrease in cost of product revenue as a percentage of product
revenue resulted primarily from economies of scale related to increased unit
sales of NACT's STX switch. Research and development costs for Fiscal 1997
increased $1.0 million, or 71.3%, to $2.3 million from $1.3 million for Fiscal
1996. The increase was due to the addition of NACT personnel to enhance the
current switch product line and to facilitate the development of new switching
products and applications.

Selling, general and administrative expenses for Fiscal 1997 increased
$38.6 million, or 115.9%, to $72.0 million from $33.4 million for Fiscal 1996.
The increase is due to the expansion of the Company's ICP and enhanced services
operations, the acquisition of four companies from September 1996 to May 1997
and the hiring of a significant number of marketing, management information and
sales personnel to implement the Company's integrated services strategy.
Selling, general and administrative expenses were 68.0% of total revenue for
Fiscal 1997 compared to 80.8% of total revenue for Fiscal 1996.

Depreciation and amortization for Fiscal 1997 increased $15.9 million, or
191.1%, to $24.2 million from $8.3 million for Fiscal 1996. The increase was
attributable to newly-constructed networks becoming operational and to the
amortization of intangible assets related to the Company's acquisitions.
Depreciation and amortization was 22.8% of total revenue for Fiscal 1997
compared to 20.1% for Fiscal 1996.

Special charges for Fiscal 1997 represents a one-time $7.4 million non-cash
charge recorded when 750,000 Common Shares were released from escrow to certain
of the Company's former executives, which the Company views as a potential
actionable claim. See "Legal Proceedings -- GST v. Sander."

Other Expenses/Income. For Fiscal 1997, net other expenses increased $9.0
million, or 50.7%, to $26.8 million, or 25.3% of total revenue, from $17.8
million, or 43.1% of total revenue, for Fiscal 1996. Fiscal 1997 net other
expenses included a $7.4 million gain recognized on the sale of one million of
the Company's shares of NACT in February 1997. If the gain had been excluded,
other expenses for Fiscal 1997 would have

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<PAGE> 20

increased $16.4 million over Fiscal 1996. Such increase primarily resulted from
increased interest expense due to the issuance of the 1995 Notes in December
1995 and the issuance of the Secured Notes in May 1997. To a lesser extent,
other expenses increased due to income tax expense attributable to income of
NACT.

Net Loss. Net loss for Fiscal 1997 increased $52.9 million, or 87.7%, to
$113.3 million from $60.4 million for Fiscal 1996. The increase in net loss
resulted primarily from a $43.9 million increase in operating loss and a $16.4
million increase in interest expense.

LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred significant operating and net losses as a result
of the development and operation of its networks. The Company expects that such
losses will continue as the Company emphasizes the development, construction and
expansion of its networks and builds its customer base. Cash provided by the
Company's operations will not be sufficient to fund the expansion of its
networks, longhaul fiber optic facilities and services.

At December 31, 1998, the Company had approximately $1,131.8 million of
indebtedness outstanding and $61.7 million of 11.875% mandatorily redeemable
preference shares. Although the Company's liquidity was substantially improved
as a result of proceeds received from the sale of the 13.875% 1995 Notes, the
13.25% Secured Notes, the 12.75% Accrual Notes and the 10.5% 1998 Notes, the
Company has significant debt service obligations. The Company will be required
to make principal and interest payments of approximately $67.5 million (of which
$35.1 million will be made from funds securing the Secured Notes), $66.6 million
(of which $17.6 million will be made from funds securing the Secured Notes),
$113.5 million, $111.9 million and $154.7 million in 1999, 2000, 2001, 2002 and
2003, respectively. In addition, the Company anticipates that cash flow from
operations will be insufficient to pay interest in cash on the 1995 Notes when
such interest becomes payable in September 2001 and on the Secured Notes
starting in November 2000 once the amount pledged to fund the first six
scheduled interest payments on the Secured Notes is paid and to repay the 1995
Notes, the Secured Notes and the Accrual Notes in full and that such notes will
need to be refinanced. The ability of the Company to effect such refinancings
will be dependent upon the future performance of the Company, which will be
subject to prevailing economic conditions and to financial, business and other
factors beyond the control of the Company. There can be no assurance that the
Company will be able to improve its operating results or that the Company will
be able to meet its debt service obligations.

At December 31, 1998, the Company had cash, cash equivalents, and
investments, including restricted investments of approximately $383.7 million.
The Company believes that such amounts will be sufficient to fund the Company's
operations through the end of Fiscal 1999. Divestitures and other management
actions may prolong capital availability into the fiscal year 2000 and beyond.
Thereafter, the Company expects to require additional financing. The extent of
additional financing will depend on, among other things, the rate of the
Company's expansion and the success of the Company's businesses. In the event
that the Company's plans or assumptions change or prove to be inaccurate, the
Company incurs significant unexpected expenses, or the Company's cash resources,
together with borrowings under the current financing arrangements prove to be
insufficient to fund the Company's growth and operations, or if the Company
consummates additional acquisitions, the Company may be required to seek
additional sources of capital (or seek additional capital sooner than currently
anticipated). The Company may also seek to raise additional capital to take
advantage of favorable conditions in the capital markets. There can be no
assurance that additional financing will be available to the Company or, if
available, that it can be concluded on terms acceptable to the Company or within
the limitations contained within the Company's financing arrangements. Failure
to obtain such financing could result in the delay or abandonment of some or all
of the Company's development or expansion plans and could have a material
adverse effect on the Company's business. Such failure could also limit the
ability of the Company to make principal and interest payments on its
outstanding indebtedness. The Company has no material working capital or other
credit facility under which it may borrow for working capital and other general
corporate purposes. There can be no assurance that such a facility will be
available to the Company in the future or that if such a facility were
available, that it would be available on terms and conditions acceptable to the
Company.
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The Company's net cash used in operating and investing activities was
$428.1 million and $319.4 million for Fiscal 1998 and the twelve months ended
December 31, 1997, respectively. Net cash provided by financing activities from
borrowings and equity issuances to fund capital expenditures, acquisitions and
operating losses was $315.1 million and $505.1 million for Fiscal 1998 and the
twelve months ended December 31, 1997, respectively.

Capital expenditures for Fiscal 1998 and the twelve months ended December
31, 1997 were $247.7 million and $214.4 million, respectively. The Company
estimates capital expenditures of $250 million and $150 million in Fiscal 1999
and Fiscal 2000, respectively. The majority of these expenditures is expected to
be made for the construction of network and longhaul fiber optic facilities and
the purchase of switches and related equipment to facilitate the offering of the
Company's services. Continued significant capital expenditures are expected to
be made thereafter. In addition, the Company expects to continue to incur
operating losses while it expands its business and builds its customer base.
Actual capital expenditures and operating losses will depend on numerous
factors, including the extent of future expansion, acquisition opportunities and
other factors beyond the Company's control, including economic conditions,
competition, regulatory developments and the availability of capital.

In addition to the Company's capital expenditures, the Company has also
made cash expenditures for strategic acquisitions. In March 1998, the Company
acquired Call America-Phoenix, a Phoenix-based reseller of long distance, for
approximately $3.8 million in cash and the business of Whole Earth Networks,
Inc., a San Francisco-based ISP, for approximately $9.1 million in cash and the
assumption of approximately $1.3 million of liabilities. In April 1998, the
Company acquired ICON, a switch-based reseller of long distance and local
service located in Seattle, for approximately $23.9 million in cash.

In May 1998, the Company completed the offering of $500.0 million principal
amount at maturity of 1998 Notes. The 1998 Notes fully accrete to face value on
May 1, 2003. From and after May 1, 2003, the 1998 Notes bear interest, which
will be payable in cash, at a rate of 10.5% per annum on each May 1 and November
1, commencing November 1, 2003. The net proceeds from the sale of the 1998 Notes
of approximately $288.9 million are restricted for the purchase of
telecommunications equipment and network infrastructure. The indenture relating
to the 1998 Notes includes restrictive covenants which, among other items, limit
or restrict additional indebtedness incurred by the Company, investment in
certain subsidiaries, the sale of assets and the payment of dividends. The
Company is a party to a registration rights agreement relating to the 1998 Notes
whereby it has agreed to consummate an exchange offer for the 1998 Notes
pursuant to an effective registration statement or cause the 1998 Notes to be
registered under the Securities Act of 1933, as amended, pursuant to a shelf
registration statement by November 4, 1998. Although the Company has filed a
registration statement on Form S-4 with respect to an exchange offer for the
1998 Notes, it has not yet been declared effective. Therefore, in accordance
with the terms of the registration rights agreement, interest (in addition to
the accrual of original issue discount and interest otherwise due on the 1998
Notes after such date) on the 1998 Notes will accrue, at an annual rate of 0.5%,
from November 4, 1998 and be payable in cash semiannually in arrears, on each
May 1 and November 1, commencing May 1, 1999 until such exchange offer is
consummated or a shelf registration statement is declared effective.

The Company may have committed certain technical indenture covenant
violations, and the Company has notified the indenture trustee in this regard.
See "Recent Developments."

INCOME TAXES AND ADOPTION OF NEW ACCOUNTING STANDARDS

At December 31, 1998, the Company had a U.S. net operating loss
carryforward of approximately $208.9 million available to offset future taxable
income of GST USA and the other U.S. operating subsidiaries. Substantially all
of the Company's operations are conducted in the United States. In addition, at
that date, the Company had a net operating loss carryforward of approximately
Cdn. $49.6 million (U.S. $35.5 million) available to offset future taxable
income of the parent holding company in Canada. While such loss carryforwards
are available to offset future taxable income of the Company in each respective
tax jurisdiction, the Company may not generate sufficient taxable income so as
to utilize all or a substantial portion of such loss carryforwards prior to
their expiration. Further, the utilization of net operating loss carryforwards
against

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future taxable income is subject to limitation if the Company experiences an
"ownership change" as defined in Section 382 of the Code and the analogous
provision of the Canada Act.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 standardizes the accounting
for derivative instruments, including certain derivative instruments embedded in
other contracts. Under SFAS No. 133, entities are now required to carry all
derivative instruments in the balance sheet at fair value. The accounting for
changes in fair value (i.e., gains and losses) of a derivative instrument
depends on whether it has been designated and qualifies as part of a hedging
relationship and, if so, on the reason for holding it. The Company must adopt
SFAS No. 133 by January 1, 2000. The Company has not determined the impact that
SFAS No. 133 will have on its financial statements and believes that such
determination will not be meaningful until closer to the date of initial
adoption.

In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5, Reporting on the Costs of Start-Up Activities
(SOP 98-5). SOP 98-5 requires that costs incurred during start-up activities,
including organization costs, be expensed as incurred and that previously
capitalized costs related to such activities be expensed as a cumulative effect
of a change in accounting principle upon adoption. The Company will adopt the
provisions of SOP 98-5 at the beginning of 1999 and does not anticipate that
this new standard will have a material impact on future results of operations.

YEAR 2000 PROGRAM

The year 2000 issue is the result of computer-controlled systems using two
digits rather than four to define the applicable year. For example, computer
programs that have time-sensitive software may recognize a date ending in "00"
as the year 1900 rather than the year 2000. This could result in system failure
or miscalculations causing disruptions of operations including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.

The Company is currently verifying system readiness for the processing of
date-sensitive information by its information technology ("IT") systems
(applications, hardware, system software and interfaces) and its network
operations. The review of IT systems and network operations is centrally managed
through a year 2000 Program Management Office (PMO).

The Company's State of Readiness. In general, the Company's year 2000
project is divided into three phases: (1) inventory and assessment ("Phase
One"), (2) strategy and contingency planning ("Phase Two"), and (3) conversion
and remediation ("Phase Three").

The Company completed its Phase One assessment for IT systems in October
1998. Phase One for network operations is expected to be concluded by the end of
first quarter 1999. The Company has focused its independent testing activities
principally on those systems whose failure would pose the greatest risk to the
Company. The Company may not independently test all of its equipment and will
rely upon vendor representations, if received by the Company, where tests are
not conducted. There can be no assurance of the accuracy or completeness of such
representations. The Company is continuing to contact all of its significant
suppliers and large customers to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure to remediate
their own year 2000 issues.

With respect to IT systems, the Company completed Phase Two, wherein
remedial actions were planned and a contingency plan was formulated, in December
1998. The Company expects to complete Phase Three for IT systems, wherein
remedial actions will be implemented and tested, by third quarter 1999. The
Company anticipates conclusion of Phase Two and Phase Three activities for
network operations by the third quarter 1999.

Costs. The total amount expended on the project through December 31, 1998
was approximately $.5 million. The total cost of the year 2000 project is
estimated to be $3.3 million, including $.3 million in internal staffing costs,
$1.8 million in external staffing costs and $1.2 million in hardware and
software upgrade costs. This cost may be reduced if software and hardware are
replaced with compliant systems as a result of other currently scheduled capital
projects. The Company does not expect remediation costs to have a material
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<PAGE> 23

adverse effect on its financial position, results of operation or cash flows.
There can be no assurance, however, that there will not be a delay in, or
increased costs associated with, the implementation of changes as the program
progresses, and failure to implement such changes could have an adverse effect
on future results of operations.

Risks. The failure to correct a material year 2000 problem could result in
an interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the year 2000 problem, resulting in part from the
uncertainty of the year 2000 readiness of third-party suppliers and customers,
the Company is unable to determine at this time whether the consequences of year
2000 failures will have a material impact on the Company's results of
operations, liquidity or financial condition. The year 2000 project is expected
to significantly reduce the Company's level of uncertainty about the year 2000
problem. The Company believes that, with the implementation of new business
systems and completion of the project as scheduled, the possibility of
significant interruptions of normal operations should be reduced.

Readers are cautioned that forward-looking statements contained in the year
2000 update should be read in conjunction with the Company's Cautionary
Statements as supplemented by the following statements regarding the year 2000
project in particular. See "Risk Factors -- Year 2000 Issues."

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RISK FACTORS

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

This annual report contains forward-looking statements, including
statements regarding the Company's expected financial position, business and
financing plans. These forward-looking statements reflect the Company's views
with respect to future events and financial performance. The words, "believe,"
"expect," "plans" and "anticipate" and similar expressions identify
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from such
expectations (the "Cautionary Statements") include, but are not limited to those
matters addressed under "Risk Factors." All subsequent written and oral
forward-looking statements attributable to the Company, its subsidiaries or
persons acting on the Company's behalf are expressly qualified in their entirety
by the Cautionary Statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of their dates. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

HISTORICAL AND ANTICIPATED FUTURE OPERATING LOSSES AND NEGATIVE ADJUSTED EBITDA

The Company has incurred and expects to continue to incur operating losses
and negative Adjusted EBITDA while it expands its business and builds its
customer base. The Company has incurred significant increases in expenses
associated with these activities and there can be no assurance that an adequate
customer base with respect to any or all of its services will be achieved or
sustained. The Company had a net loss of approximately $154.7 million, an
operating loss of approximately $135.2 million and negative Adjusted EBITDA of
$60.5 million for Fiscal 1998, a net loss of approximately $39.6 million, an
operating loss of approximately $21.9 million and negative Adjusted EBITDA of
$12.0 million for the 1997 Three Month Period and a net loss of approximately
$113.3 million, an operating loss of approximately $86.5 million and negative
Adjusted EBITDA of $51.9 million for Fiscal 1997. There can be no assurance that
the Company will achieve or sustain profitability or generate positive Adjusted
EBITDA. In February 1998, the Company consummated the NACT Sale, yielding net
proceeds of approximately $85.0 million. Without the operations of NACT, the
Company would have had a net loss of $40.4 million and negative Adjusted EBITDA
of $14.4 million for the 1997 Three Month Period and a net loss of $117.8
million and negative Adjusted EBITDA of $59.0 million for Fiscal 1997. Adjusted
EBITDA consists of loss before interest, income taxes, depreciation and
amortization, minority interest, gains and losses on the disposition of assets
and noncash charges. Management believes that Adjusted EBITDA provides a
meaningful measure of operating cash flow (without the effects of working
capital changes) for the continuing operations of the Company by excluding the
effects of noncash expenses and non-operating activities. However, Adjusted
EBITDA should not be used as an alternative to operating loss and net loss as
determined in accordance with GAAP. See footnote (h) to the Company's "Selected
Financial Data" and "Selected Financial Data."

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<PAGE> 25

DEVELOPMENT AND EXPANSION RISK AND POSSIBLE INABILITY TO MANAGE GROWTH

The Company is in the early stages of its operations. Certain of its
networks have only recently become commercially operational, and the Company has
only recently begun to deploy switches in its networks. The success of the
Company will depend, among other things, upon the Company's ability to "smart
build" and assess potential markets, design fiber backbone routes that provide
ready access to a substantial customer base, secure financing, obtain required
rights-of-way, building access and governmental permits, implement expanded
interconnection and collocation with facilities owned by ILECs, achieve a
sufficient customer base, service customers it has targeted using its "smart
build" approach, and upon subsequent developments in state and federal
regulations. The Company has begun to target Tier 1 cities, and competition in
such markets is expected to be significantly greater than in the Tier 2 and Tier
3 cities in which the Company is currently operating. There can be no assurance
that any networks to be developed or further developed will be completed on
schedule, at a commercially reasonable cost or within the Company's
specifications. In addition, the expansion of the Company's business has
involved and is expected to continue to involve acquisitions, which could divert
the resources and management time of the Company and require integration with
the Company's existing operations. There can be no assurance that any acquired
business will be successfully integrated into the Company's operations or that
any such business will meet the Company's expectations. The Company's future
performance will depend, in part, upon its ability to manage its growth
effectively, which will require it to continue to implement and improve its
operating, financial and accounting systems, to expand, train and manage its
employee base and to effectively manage the integration of acquired businesses.
These factors and others could adversely affect the expansion of the Company's
customer base and service offerings. The Company's inability either to expand in
accordance with its plans or to manage its growth could have a material adverse
effect on its business, financial condition and results of operations.

SIGNIFICANT CAPITAL REQUIREMENTS

The Company estimates that its capital expenditures will be approximately
$250 million in Fiscal 1999 and $150 million in Fiscal 2000. The Company
believes that the cash on hand will provide sufficient funds for the Company to
expand its business as presently planned and to fund its operating expenses
through the end of Fiscal 1999. Divestitures and other management actions may
prolong capital availability into Fiscal 2000 and beyond. Thereafter, the
Company expects to require additional financing. In the event that the Company's
plans or assumptions change or prove to be inaccurate, or the foregoing sources
of funds prove to be insufficient to fund the Company's growth and operations,
or if the Company consummates acquisitions, the Company may be required to seek
additional capital (or seek additional capital sooner than currently
anticipated). Sources of financing may include public or private debt or equity
financing by the Company or its subsidiaries, sales of assets or other financing
arrangements. There can be no assurance that additional financing would be
available to the Company, or, if available, that it could be obtained on
acceptable terms or within the limitations contained in the Company's financing
arrangements. Failure to obtain such financing could result in the delay or
abandonment of some or all of the Company's development and expansion plans and
expenditures and could have a material adverse effect on the Company. Such
failure could also limit the ability of the Company to make principal and
interest payments on its outstanding indebtedness. The Company has no material
working capital or other credit facility under which it may borrow for working
capital and other general corporate purposes. There can be no assurance that
such a facility will be available to the Company in the future or that if such a
facility were available, that it would be available on terms and conditions
acceptable to the Company. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

SUBSTANTIAL INDEBTEDNESS

At December 31, 1998, the Company had outstanding on a consolidated basis
approximately $1,131.8 million of indebtedness and $61.7 million of mandatorily
redeemable preferred stock. In addition, the accretion of original issue
discount will cause an $81.1 million increase in liabilities by December 15,
2000 relating to the 1995 Notes sold in December 1995, a $101.5 million increase
in liabilities relating to the Accrual Notes by November 15, 2002 and a $179.0
million increase in liabilities by May 1, 2003 relating to

25
<PAGE> 26

the 1998 Notes. The indentures relating to the 1995 Notes (the "1995
Indentures"), the indenture relating to the Secured Notes (the "Secured Notes
Indenture"), the indenture relating to the Accrual Notes (the "Accrual Notes
Indenture") and the indenture relating to the 1998 Notes (the "Indenture" and
together with the 1995 Indentures, the Secured Notes Indenture and the Accrual
Notes Indenture, the "Indentures") limit, but do not prohibit, the incurrence of
additional indebtedness by the Company. The Company expects to incur substantial
additional indebtedness in the future. The Company has entered into an agreement
with Siemens (the "Siemens Loan Agreement") that provides for up to an aggregate
of $226.0 million in equipment financing, of which $9.5 million had been
provided at December 31, 1998. The Company also entered into an agreement (the
"NTFC Loan Agreement") with NTFC Capital Corp. for up to $50.0 million of
additional equipment financing (all of which had been provided at December 31,
1998). There can be no assurance that any additional financing will be available
to the Company on acceptable terms or at all.

The level of the Company's indebtedness could have important consequences
to its future prospects, including the following: (i) limiting the ability of
the Company to obtain any necessary financing in the future for working capital,
capital expenditures, debt service requirements or other purposes; (ii)
requiring that a substantial portion of the Company's cash flow from operations,
if any, be dedicated to the payment of principal of and interest on its
indebtedness and other obligations; (iii) limiting its flexibility in planning
for, or reacting to changes in, its business; (iv) the Company will be more
highly leveraged than some of its competitors, which may place it at a
competitive disadvantage; and (v) increasing its vulnerability in the event of a
downturn in its business.

POSSIBLE INABILITY TO SERVICE DEBT; REFINANCING RISKS

In connection with the buildout of its networks and expansion of ICP
services, the Company has been experiencing increasing negative Adjusted EBITDA.
The Company's earnings before fixed charges were insufficient to cover fixed
charges for Fiscal 1998, the 1997 Three Month Period, Fiscal 1997 and Fiscal
1996 by $187.6 million, $45.1 million, $130.0 million and $62.9 million,
respectively, and the Company's Adjusted EBITDA minus capital expenditures and
interest expense for Fiscal 1998, the 1997 Three Month Period, Fiscal 1997 and
Fiscal 1996 were negative $409.9 million, negative $77.6 million, negative
$315.3 million and negative $152.7 million, respectively. There can be no
assurance that the Company will be able to improve its earnings before fixed
charges or Adjusted EBITDA or that it will be able to meet its debt service
obligations. As the Company does not currently have a revolving credit facility,
if a shortfall occurs, alternative financing would be necessary in order for the
Company to meet its liquidity requirements, and there can be no assurance that
such financing would be available. In such event, the Company could face
substantial liquidity problems. In addition, the Company anticipates that cash
flow from operations will be insufficient to pay interest in cash on both the
1995 Notes when such interest becomes payable in June 2001 and on the Secured
Notes starting in November 2000 once the amount pledged to fund the first six
interest payments on the Secured Notes is paid and to repay the 1995 Notes, the
Secured Notes, the Accrual Notes and the 1998 Notes at maturity and that such
indebtedness will need to be refinanced. There can be no assurance that the
Company will be able to effect such refinancings. The ability of the Company to
meet its obligations and to effect such refinancings will be dependent upon,
among other things, the future performance of the Company, which will be subject
to prevailing economic conditions and to financial, business and other factors,
including factors beyond the control of the Company. Failure by the Company to
meet its obligations could result in a default on its indebtedness, including
the 1995 Notes, the Secured Notes, the Accrual Notes and the 1998 Notes, which
would permit the holders of substantially all of the Company's indebtedness to
accelerate the maturity thereof.

FINANCIAL AND OPERATING RESTRICTIONS IMPOSED BY EXISTING INDEBTEDNESS

The Company's financing arrangements impose significant operating and
financial restrictions on the Company. Such restrictions affect, and in certain
cases significantly limit or prohibit, among other things, the ability of the
Company to incur additional indebtedness or to create liens on its assets, sell
assets, engage in mergers or acquisitions or make investments. Failure to comply
with any such covenant could result in a default thereunder, which could result
in an acceleration of such indebtedness.

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<PAGE> 27

POSSIBLE INABILITY TO REMEDY CURRENT NON-COMPLIANCES UNDER THE INDENTURES

The Company, GST Network, GST USA, and GST Funding are parties to certain
indentures and have issued or guaranteed notes governed by those indentures. In
November 1998, the Company notified United States Trust Company of New York, as
trustee under the indentures, that certain actions by the Company and its
subsidiaries may not have been in compliance with the technical requirements of
the restrictive covenants contained in the indentures. In particular, the
Company disclosed that a series of transactions with Global may have resulted in
technical non-compliances with the indentures. See "Business -- Global Light
Telecommunications." The Company is currently conducting a review of the
relevant transactions and intends to vigorously pursue any necessary action to
cure the potential non-compliances. The Company has already initiated litigation
against Global and others in an effort to cure any technical covenant violations
that may have resulted from the transactions with Global. See "Legal
Proceedings."

In February 1999, the trustee informed the note holders of the potential
violations. Pursuant to the definitions contained within the indentures of each
of the notes described above, no default has been declared and no event of
default has occurred. The Company has not classified the related debt
obligations as current in its consolidated financial statements because
management believes it is probable that, in the event that the holders declared
a default, the Company would be able to take corrective actions to cure any
objectively-determinable violations within the prescribed grace period.

DIFFICULTIES IN IMPLEMENTING LOCAL AND ENHANCED SERVICES

The Company has deployed and plans to continue to deploy high capacity
digital switches in the cities in which it operates or plans to operate
networks, as well as in certain cities where the Company will rely on ILEC
facilities for transmission. This enables the Company to offer a variety of
switched access services, enhanced services and local dial tone. The Company
expects negative Adjusted EBITDA from its switched services during the 24-to-36
month period after a switch is deployed. For switches operating in conjunction
with the Company's networks, the Company expects operating margins to improve as
the network is expanded and larger volumes of traffic are carried on the
Company's network. For switches operating in cities where the Company relies on
ILEC facilities for transmission, the Company will experience lower or negative
operating margins. The ILECs will be required to unbundle local tariffs and
permit the Company to purchase only the origination and termination services it
needs, thereby decreasing operating expenses. There can be no assurance that
such unbundling will be effected in a timely manner and result in prices
favorable to the Company. In addition, the Company's ability to successfully
implement its switched and enhanced services will require the negotiation of
resale agreements with ILECs and other CLECs and the negotiation of
interconnection agreements with ILECs, which can take considerable time, effort
and expense.

In August 1996, the FCC released its Interconnection Decision implementing
the interconnection portions of the Telecommunications Act. The Interconnection
Decision establishes rules for negotiating interconnection agreements and
guidelines for review of such agreements by state public utilities commissions.
On July 18, 1997, the Eighth Circuit vacated certain portions of the
Interconnection Decision, including provisions establishing a pricing
methodology for unbundled elements and a procedure permitting new entrants to
"pick and choose" among various provisions of existing interconnection
agreements between ILECs and their competitors. On January 25, 1999, the Supreme
Court reversed the Eighth Circuit. The Supreme Court and the Eighth Circuit
decisions create uncertainty about the rules governing pricing, terms and
conditions of interconnection agreements, and could make negotiating and
enforcing such agreements more difficult and protracted and may require
renegotiation of existing agreements. There can be no assurance

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<PAGE> 28

that the Company will be able to obtain interconnection agreements on terms
acceptable to the Company. See "Business -- Regulation".

The Company will generally be dependent on ILECs for provision of local
telephone service through access to local loops, termination service and, in
some markets, central office switches of such carriers. In addition, in certain
markets the Company intends to obtain the local telephone services of the ILEC
on a wholesale basis and resell that service to end users. Any successful effort
by the ILEC to deny or substantially limit the Company's access to the ILEC's
network elements or wholesale services could have a material adverse effect on
the Company's ability to provide local telephone services in those markets where
the Company relies on such network elements to provision local dial tone
service. Although the Telecommunications Act imposes interconnection obligations
on ILECs, there can be no assurance that the Company will be able to obtain
access to such network elements or services at rates, and on terms and
conditions, that permit the Company to offer local services at rates that are
both profitable and competitive.

Many new carriers, including the Company, have experienced certain
difficulties with respect to provisioning, interconnection and the operational
support systems used by new carriers to order and receive network elements and
wholesale services from the ILECs. These systems are necessary for new carriers
such as the Company to provide local service to customers on a timely and
competitive basis. In addition, the Telecommunications Act creates incentives
for RBOCs to permit access to their facilities by denying such carriers the
ability to provide long distance services in their regions until they have met
specified conditions opening the market to competition at the local level. The
RBOCs in the Company's markets have indicated their intent to seek authority to
provide in-region long distance services but are not yet permitted to do so.
There can be no assurance that the RBOCs will be accommodating to the Company
once they are permitted to offer in-region long distance service. Should the
Company be unable to obtain the cooperation of an ILEC in a region, whether or
not such ILEC has been authorized to offer in-region long distance service, the
Company's ability to offer local services in such region on a timely and
cost-effective basis would be adversely affected.

The Company is a recent entrant into the newly created competitive local
telecommunications services industry. The local dial tone services market was
opened to competition due to the passage of the Telecommunications Act and
related state and federal regulatory rulings. There are numerous operating
complexities associated with providing these services. The Company is required
to develop new products, services and systems and to develop new marketing
initiatives to sell these services.

The Company's switched services may not be profitable due to, among other
factors, lack of customer demand, inability to secure access to facilities of
ILECs at acceptable rates, competition from other CLECs and pricing pressure
from the ILECs. The Company has very limited experience providing switched
access and local dial tone services and there can be no assurance that the
Company will be able to successfully implement its switched and enhanced
services strategy. See "Business -- Telecommunications Services Strategy."

RECENT COMMENCEMENT OF INTEGRATED MARKETING EFFORT

The Company has only recently begun an integrated marketing effort of its
telecommunication service offerings. Historically, the Company has marketed its
access services primarily to long distance carriers and significant end-users of
telecommunications services, and its long distance services to small businesses
and consumers. Although the Company expects to market a variety of
telecommunications services to all of its customers, there can be no assurance
that the Company will be able to attract and retain new customers or retain and
sell additional services to existing customers.

DEPENDENCE ON KEY CUSTOMERS

The Company's five largest telecommunications services customers accounted
for approximately 16.4%, 16.8%, 20.8% and 46.9% of the Company's consolidated
telecommunication and other services revenues for Fiscal 1998, the 1997 Three
Month Period, Fiscal 1997 and Fiscal 1996, respectively. It is anticipated that
during the early stages of development of individual networks, before obtaining
a sufficient amount of end-user
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<PAGE> 29

revenues, the Company will be dependent on a limited number of long distance
carriers for a significant portion of its local revenues. While long distance
carriers have high volume requirements and have utilized CLECs and ICPs, they
generally are more price sensitive than end-users. The loss of, or decrease of
business from, one or more significant customers could have a material adverse
effect on the business, financial condition and results of operations of the
Company.

RISKS RELATING TO LONG DISTANCE BUSINESS

For Fiscal 1998, the 1997 Three Month Period, Fiscal 1997 and Fiscal 1996,
long distance represented 41.4%, 45.8%, 54.5% and 54.2% of the Company's
consolidated telecommunications services revenues, respectively. The long
distance business is extremely competitive, and prices have declined
substantially in recent years and are expected to continue to decline. In
addition, the long distance industry has historically had a high average churn
rate, as customers frequently change long distance providers in response to the
offering of lower rates or promotional incentives by competitors. The Company
has resale agreements with long distance carriers to provide it with
transmission services. Such agreements typically provide for the resale of long
distance services on a per minute basis with minimum volume commitments.
Negotiation of these agreements involves estimates of future supply and demand
for transmission capacity, as well as estimates of the calling pattern and
traffic levels of the Company's future customers. In the event the Company fails
to meet its minimum volume commitments, it may be obligated to pay
underutilization charges, and in the event it underestimates its need for
transmission capacity, the Company may be required to obtain capacity through
more expensive means.

Charges for access service for the origination and termination of long
distance traffic have made up a significant portion of the Company's overall
cost of providing long distance service. In May 1997, the FCC adopted changes to
its interstate access rules that among other things reduce per-minute access
charges and substitute new per-line flat rate monthly charges. The FCC also
approved reductions in overall access rates, and established new rules to
recover subsidies to support universal service and other public policies. The
impact on these changes on the Company or its competitors is not yet clear. The
Company could be adversely affected if it does not experience access cost
reductions proportionally equivalent to those of its competitors. Insofar as
Internet-based competitors continue to be exempt from these charges, they could
enjoy a significant cost advantage in this area. See "Business -- Regulation."

PRICING PRESSURES AND RISKS OF INDUSTRY OVER-CAPACITY

The long distance industry has generally been characterized by
over-capacity and declining prices since shortly after the AT&T Corp. ("AT&T")
divestiture in 1984. The Company believes that, in the last several years,
increasing demand has ameliorated the over-capacity and that pricing pressure
has been reduced. However, the Company anticipates that prices for its wholesale
longhaul services will continue to decline over the next several years. While
demand continues to increase, the Company is aware that certain long distance
carriers are expanding their capacity and believes that other long distance
carriers, as well as potential new entrants to the industry, are constructing
new fiber optic and other long distance transmission networks in the United
States. Since the cost of the actual fiber (as opposed to construction costs) is
a relatively small portion of the cost of building new transmission lines,
persons building such lines are likely to install fiber that provides
substantially more transmission capacity than will be needed over the short or
medium term. Further, recent technological advances may greatly expand the
capacity of existing and new fiber optic cable. Although such technological
advances may enable the Company to increase its capacity, an increase in the
capacity of the Company's competitors could adversely affect the Company's
business. If industry expansion results in capacity that exceeds overall demand
along any of the Company's routes, severe additional pricing pressure could
develop. In addition, strategic alliances or similar transactions, such as the
long distance capacity purchasing alliance among certain RBOCs announced in the
spring of 1996, could result in additional pricing pressure on long distance
carriers. Furthermore, the marginal cost of carrying an additional call over
existing fiber optic cable is extremely low. As a result, within a few years,
there may be dramatic and substantial price reductions. See "Competition."

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DEPENDENCE ON BILLING, CUSTOMER SERVICES AND INFORMATION SYSTEMS

Sophisticated information and processing systems are vital to the Company's
growth and its ability to monitor costs, bill customers, provision customer
orders and achieve operating efficiencies. Billing and information systems for
the Company's historical lines of business have been produced largely in-house
with partial reliance on third-party vendors. These systems have generally met
the Company's needs due in part to the low volume of customer billing. As the
Company transitions to the provisioning of local services and as its long
distance and Internet operations continue to expand, the need for sophisticated
billing and information systems will continue to increase. The Company's plans
for the development and implementation of its billing systems rely, for the most
part, on the delivery of products and services by third-party vendors.
Similarly, the Company is developing customer call centers to provision service
orders. Information systems are vital to the success of the call centers, and
the information systems for these call centers are largely being developed by
third-party vendors. Failure of these vendors to deliver proposed products and
services in a timely and effective manner and at acceptable costs, failure of
the Company to adequately identify all of its information and processing needs,
failure of the Company's related processing or information systems, or the
failure of the Company to upgrade systems as necessary could have a material
adverse effect on the ability of the Company to reach its objectives, its
financial condition and its results of operations.

YEAR 2000 ISSUES

The dates on which the Company believes the year 2000 project will be
completed are based on management's best estimates, which were derived utilizing
numerous assumptions of future events, including the continued availability of
certain resources, third-party modification plans and other factors. However,
there can be no guarantee that these estimates will be achieved, or that there
will not be a delay in, or increased costs associated with, the implementation
of the year 2000 project. Specific factors that might cause differences between
the estimates and actual results include, but are not limited to, the
availability and cost of personnel trained in these areas, the ability to locate
and correct all relevant computer code, timely responses to and corrections by
third-parties and suppliers, the ability to implement interfaces between the new
systems and the systems not being replaced, and similar uncertainties. Due to
the general uncertainty inherent in the year 2000 problem resulting in part from
the uncertainty of the year 2000 readiness of third parties, the Company cannot
ensure its ability to timely and cost-effectively resolve problems associated
with the year 2000 issue that may affect its operations and business, or expose
it to third-party liability. See "Management's Discussion and Analysis -- Year
2000 Program."

COMPETITION

The telecommunications industry is highly competitive. In most markets, the
Company's principal competitor for local exchange services is the RBOC or the
GTE Companies. Other competitors may include other ICPs, CLECs, microwave and
satellite carriers, wireless telecommunications providers and private networks
built by large end-users. Potential competitors (using similar or different
technologies) include cable television companies, utilities and RBOCs outside
their current local service areas. In addition, the Company anticipates future
competition from large long distance carriers, such as AT&T, MCI WorldCom, Inc.
("MCI WorldCom") and Sprint, which have begun to offer integrated local and long
distance telecommunications services. AT&T also has announced its intention to
offer local services using a new wireless technology. Several companies have
begun to offer telecommunications services over the Internet at rates
substantially below current long distance rates. Companies offering
telecommunications services over the Internet could enjoy a significant cost
advantage because at this time they do not pay carrier access charges or
universal service fees. The influx of competitors into the Company's markets and
into markets that the Company may subsequently enter may result in more
participants than can ultimately be successful in a given market. Consolidation
of telecommunications companies and the formation of strategic alliances within
the telecommunications industry, as well as the development of new technologies,
could give rise to significant new competitors to the Company. In addition, a
continuing trend toward business combinations and strategic alliances in the
telecommunications industry may further enhance competition. For example,
WorldCom Inc. acquired MFS Communications Company, Inc. Brooks Fiber Properties
Inc. and MCI Communications

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<PAGE> 31

Corp., each of which compete with the Company in several of the markets in which
the Company operates. AT&T has acquired Teleport Communications Group, Inc., a
CLEC that also competes with the Company in several markets. The Company cannot
determine what effect such acquisitions will have on the Company's business,
financial condition and results of operations.

As a recent entrant in the integrated telecommunications services industry,
the Company may not achieve a significant market share for any of its services.
In particular, the RBOCs, the GTE Companies and other local telephone companies
have long-standing relationships with their customers, have financial, technical
and marketing resources substantially greater than those of the Company, have
the potential to subsidize competitive services with revenues from a variety of
businesses and currently benefit from certain existing regulations that favor
the ILECs over the Company in certain respects. While recent regulatory
initiatives, which allow CLECs such as the Company to interconnect with ILEC
facilities, provide increased business opportunities for the Company, such
interconnection opportunities have been accompanied by increased pricing
flexibility for and relaxation of regulatory oversight of the ILECs. For
example, the FCC granted ILECs additional flexibility in pricing their
interstate special and switched access services on a central office specific
basis. Under this pricing scheme, ILECs may establish pricing zones based on
access traffic density and charge different prices for central offices in each
zone. On February 8, 1997, new FCC rules became effective allowing ILECs to file
streamlined tariffs on 15 days' notice for rate increases and seven days' notice
for rate decreases. Unless the FCC acts during the notice period, such tariffs
become effective at its end. The Company has begun to target Tier 1 cities and
competition in such markets is expected to be significantly greater than in Tier
2 and Tier 3 cities in which the Company is currently operating.

To the extent the Company interconnects with and uses ILEC networks to
service its customers, the Company will be dependent upon the technology and
capabilities of the ILECs to meet certain telecommunications needs of the
Company's customers and to maintain its service standards. The Company will
become increasingly dependent on interconnection with ILECs as switched services
become a greater percentage of the Company's business. The Telecommunications
Act imposes interconnection obligations on ILECs, but there can be no assurance
that the Company will be able to obtain the interconnection it requires at
rates, and on terms and conditions, that permit the Company to offer switched
services at rates that are simultaneously competitive and profitable. See
"-- Difficulties in Implementing Local and Enhanced Services." In the event that
the Company experiences difficulties in obtaining high quality, reliable and
reasonably priced service from the ILECs, the attractiveness of the Company's
services to its customers could be impaired.

The long distance telecommunications industry has relatively insignificant
barriers to entry, numerous entities competing for the same customers and a high
average churn rate, as customers frequently change long distance providers in
response to the offering of lower rates or promotional incentives by
competitors. The Company competes with major carriers such as AT&T, Sprint and
MCI WorldCom, as well as other national and regional long distance carriers and
resellers, many of whom are able to provide services at costs that are lower
than the Company's current costs. Many of these competitors have greater
financial, technological and marketing resources than the Company. In addition,
as a result of the Telecommunications Act, the RBOCs are expected to become
competitors in the long distance telecommunications industry both outside of
their service territory and upon the satisfaction of certain conditions, within
their service territory.

The Company believes that the principal competitive factors affecting its
long distance operations are pricing, customer service, accurate billing, clear
pricing policies and, to a lesser extent, variety of services. The ability of
the Company to compete effectively will depend upon its continued ability to
maintain high quality, market driven services at prices generally equal to or
below those charged by its competitors. To maintain its competitive posture, the
Company believes that it must be in a position to reduce its prices in order to
meet reductions in rates, if any, by others. Any such reductions could adversely
affect the Company.

The Company's longhaul business is subject to intense competition. See
"Pricing Pressures and Risks of Industry Over-Capacity."

The Internet services market is highly competitive. There are no
substantial barriers to entry, and the Company expects that competition will
continue to intensify. The Company's competitors in this market include Internet
service providers, other telecommunications companies, online services providers
and Internet
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software providers. Many of these competitors have greater financial,
technological and marketing resources than those available to the Company.

On February 25, 1998, US WEST petitioned the FCC to allow it to build and
operate packet- and cell-switched data networks across LATA boundaries, to
permit it to carry interLATA data traffic incident to its provision of digital
subscriber line services, to not require it to make those data services
available on a discounted resale basis and to not require it to make the
non-bottleneck elements of such services available on an unbundled basis. On
June 9, 1998, SBC Communications, Inc. ("SBC") filed a similar petition with the
FCC. The Company provides certain services with which US WEST and SBC's proposed
services would compete if the petitions were granted by the FCC. While the FCC
denied these requests, it initiated a rulemaking which, if adopted, would permit
ILECs to provide advanced services through a structurally separated, and largely
deregulated subsidiary. The proposed rulemaking would not permit the RBOC
provision of such services across LATA boundaries.

The World Trade Organization ("WTO") agreement on basic telecommunications
services could increase the Company's competition for telecommunication services
both domestically and internationally. Under this agreement, the United States
and other members of the WTO committed themselves to opening their
telecommunications markets to competition and foreign ownership and to adopting
regulatory measures to protect competitors against anticompetitive behavior by
dominant telephone companies, effective in some cases as early as January 1,
1998.

GOVERNMENT REGULATION

The Company's networks and the provision of switched and private line
services are subject to significant regulation at the federal, state and local
levels. Delays in receiving required regulatory approvals or the enactment of
new adverse regulation or regulatory requirements may have a material adverse
effect upon the Company. The FCC exercises jurisdiction over the Company with
respect to interstate and international services. Additionally, the Company
files tariffs with the FCC. State regulatory commissions exercise jurisdiction
over the Company to the extent it provides intrastate services. As such a
provider, the Company is required to obtain regulatory authorization and/or file
tariffs at state agencies in most of the states in which it operates.
Certificates of authority to provide services can generally be conditioned,
modified, canceled, terminated or revoked for failure to comply with rules and
regulations. Fines and other penalties may also be imposed. Local authorities
regulate the Company's access to municipal rights-of-way. The networks are also
subject to numerous local regulations such as building codes and licensing. Such
regulations vary on a city by city and county by county basis. See
"Business -- Regulation." There can be no assurance that the FCC or state
commissions will grant required authority or refrain from taking action against
the Company if it is found to have provided services without obtaining the
necessary authorizations. If authority is not obtained or if tariffs are not
filed, or are not updated, or otherwise do not fully comply with the tariff
filing rules of the FCC or state regulatory agencies, third parties or
regulators could challenge these actions. Such challenges could cause the
Company to incur substantial legal and administrative expenses.

The Telecommunications Act provides for a significant deregulation of the
domestic telecommunications industry, including the local exchange, long
distance and cable television industries. The Telecommunications Act remains
subject to judicial review and additional FCC and state rulemakings, and thus it
is difficult to predict what effect the legislation will have on the Company and
its operations. There are currently many regulatory actions underway and being
contemplated by federal and state authorities regarding interconnection pricing
and other issues that could result in significant changes to the business
conditions in the telecommunications industry. There can be no assurance that
these changes will not have a material adverse effect upon the Company.

The FCC released a Report to Congress on April 10, 1998 concerning its
implementation of the telecommunications subsidy provisions of the
Telecommunications Act. The FCC clarified that entities that provide
transmission capacity to Internet service providers are providing
telecommunications services subject to contribution requirements. The FCC
indicated that it would address the issue of whether ISPs would contribute to a
universal service fund based on the utilization of their own transmission
facilities at a later date

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and whether certain ISP services such as phone-to-phone IP telephony are
telecommunications services subject to universal service fund contribution and
access charge payments.

Beginning in June 1997, every RBOC advised CLEC's that they did not
consider calls in the same local calling area from their customers to CLEC
customers, who are ISPs, to be local calls under the interconnection agreements
between the RBOCs and the CLECs. The RBOCs claim that these calls are exchange
access calls for which exchange access charges would be owed. The RBOCs claimed,
however, that the FCC exempted these calls from access charges so that no
compensation is owed to the CLECs for transporting and terminating such calls.
As a result, the RBOCs threatened to withhold and in many cases did withhold,
reciprocal compensation for the transport and termination of such calls. To
date, twenty-nine state commissions have ruled on this issue in the context of
state commission arbitration proceedings or enforcement proceedings. In every
state, to date, the state commission has determined that reciprocal compensation
is owed for such calls. Several of these cases are presently on appeal.
Reviewing courts have upheld the state commissions in the four decisions
rendered to date on appeal. Appeals from these decisions are pending in the
Fifth, Seventh and Ninth U.S. Circuit Courts of Appeal. On February 25, 1999,
the FCC issued a Declaratory Ruling on the issue of inter-carrier compensation
for calls bound to ISPs. The FCC ruled that the calls are jurisdictionally
interstate calls, not local calls. The FCC, however, determined that this issue
was not dispositive of whether inter-carrier compensation is owed. The FCC noted
a number of factors which would allow the state commissions to leave their
decisions requiring the payment of compensation undisturbed. The Company cannot
predict the impact of the FCC's ruling on existing state decisions, or the
outcome of pending appeals or of additional pending cases.

In a combined Report and Order and Notice of Proposed Rulemaking released
on December 24, 1996, the FCC made changes and proposed further changes in the
interstate access charge structure. In the Report and Order, the FCC removed
restrictions on ILECs' ability to lower access prices and relaxed the regulation
of new switched access services in those markets where there are other providers
of access services. If this increased pricing flexibility is not effectively
monitored by federal regulators, it could have a material adverse effect on the
Company's ability to compete in providing interstate access services. On May 16,
1997, the FCC released an order revising its access charge rate structure. The
new rules substantially increase the costs that ILECs subject to the FCC's price
cap rules ("price cap LECs") recover through monthly, non-traffic sensitive
access charges and substantially decrease the costs that price cap LECs recover
through traffic sensitive access charges. In the May 16th order, the FCC also
announced its plan to bring interstate access rate levels more in line with
cost. The plan will include rules that grant price cap LECs increased pricing
flexibility upon demonstrations of increased competition (or potential
competition) in relevant markets.

Under the Communications Act and other federal regulations, foreign
nationals may not own more than 20% of a company, or have more than a 20% voting
interest in a company, that directly holds a common carrier radio license. The
Communications Act also prohibits foreign nationals from owning 25% or more of a
company which, in turn, controls a company holding a radio license, if the FCC
finds that such alien participation would not serve the public interest. Under
the WTO agreement, the United States agreed to permit foreign nationals to own
up to 100% of a company that directly holds a common carrier radio license. On
November 25, 1997, the FCC adopted rules implementing the WTO policies for WTO
member states to acquire up to a 100% indirect interest in a U.S. radio license.
Prior approval will still be required. The operations of GST Telecom Hawaii,
Inc. use, among other facilities, microwave radio facilities operating pursuant
to FCC licenses granted to Pacwest Network, Inc. ("PNI"), an entity controlled
by John Warta, the Company's former Chairman of the Board and Chief Executive
Officer. As a result of changes in federal policies, there is no regulatory
impediment to preclude PNI from transferring such microwave facilities and
associated licenses to the Company, subject to FCC approval. The FCC also has
the authority, which it is not presently exercising, to impose restrictions on
foreign ownership of communications service providers not utilizing radio
frequencies, which, if exercised, could have a material adverse effect on the
Company's business. In addition, the Company may subsequently need to obtain
radio licenses to "fill in" certain customers in the networks that are not
practical to reach by wire.

33
<PAGE> 34

NEED TO ADAPT TO TECHNOLOGICAL CHANGE

The telecommunications industry is subject to rapid and significant changes
in technology, with the Company relying on third parties for the development of
and access to new technology. The effect of technological changes on the
business of the Company cannot be predicted although, historically,
telecommunications companies have been required to adopt new technologies to
enhance the services provided to customers, thereby requiring continuing
investment in capital equipment. The Company believes its future success will
depend, in part, on its ability to anticipate or adapt to such changes and to
offer, on a timely basis, services that meet customer demands, which may require
significant continued capital expenditures to provide enhanced services to the
Company's customers.

LITIGATION RISKS

The Company is involved in various legal proceedings. An unfavorable
decision in one or more of such actions could have a material adverse effect on
the Company. See "Legal Proceedings."

POSSIBLE INABILITY TO RECOVER PAYMENTS MADE TO MAGNACOM

See "Business -- Magnacom" for a discussion of the risks relating to the
Company's prior payments made to Magnacom.

DEPENDENCE ON KEY PERSONNEL

The efforts of a small number of key management and operating personnel
will largely determine the Company's success and the loss of any of such persons
could adversely affect the Company. The success of the Company also depends in
part upon its ability to hire and retain highly skilled and qualified operating,
marketing, financial and technical personnel. The competition for qualified
personnel in the telecommunications industry is intense and, accordingly, there
can be no assurance that the Company will be able to hire or retain necessary
personnel.

DEPENDENCE ON RIGHTS-OF-WAY AND OTHER THIRD PARTY AGREEMENTS

The Company must obtain easements, rights-of-way, entry to premises,
franchises and licenses from various private parties, actual and potential
competitors and state and local governments in order to construct and operate
its networks. There can be no assurance that the Company will obtain
rights-of-way and franchise agreements on acceptable terms or that current or
potential competitors will not obtain similar rights-of-way and franchise
agreements that will allow them to compete against the Company. If any of the
existing franchise or license agreements were terminated or not renewed and the
Company were forced to remove its fiber optic cables or abandon its networks in
place, such termination could have a material adverse effect on the Company. See
"Legal Proceedings" and "Business -- Regulation."

RISKS OF INVESTMENT IN A CANADIAN CORPORATION

The Company is incorporated under the Canada Business Corporations Act.
Certain of the directors and the Company's professional advisors are residents
of Canada or otherwise reside outside of the U.S. All or a substantial portion
of the assets of such persons are or may be located outside of the U.S. It may
be difficult for U.S. security holders to effect service of process within the
United States upon such directors or professional advisors or to realize in the
U.S. upon judgments of U.S. courts predicated upon civil liability of the
Company or such persons under U.S. federal securities laws. The Company has been
advised that there is doubt as to whether Canadian courts would (i) enforce
judgments of U.S. courts obtained against the Company or such directors or
professional advisors predicated solely upon the civil liabilities provisions of
U.S. federal securities laws, or (ii) impose liabilities in original actions
against the Company or such directors and professional advisors predicated
solely upon such U.S. laws. However, a judgment against the Company predicated
solely upon civil liabilities provisions of such U.S. federal securities laws
may be enforceable in Canada if the U.S. court in which such judgment was
obtained has a basis for jurisdiction in that matter that would be recognized by
a Canadian court. In addition, the Company's status as a Canadian corporation
could,
34
<PAGE> 35

under certain circumstances, limit the ability of the Company to hold or control
radio frequency licenses in the United States.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

INTEREST RATE MARKET RISK

The Company has fixed income investments consisting of cash equivalents,
short-term investments in U.S. government debt instruments and certificates of
deposit. See note 1 to the Consolidated Financial Statements for information
about investments in U.S. government debt instruments and certificates of
deposit.

Interest income earned on the Company's investment portfolio is affected by
changes in the general level of U.S. interest rates. The Company believes that
it is not exposed to significant changes in fair value because such investments
are composed of U.S. Government debt instruments, certificates of deposit and
commercial paper and the maturities are predominantly short-term. The fair value
of each investment approximates its amortized cost, and long-term securities
have maturities of less than two years.

The following table provides information about the Company's risk exposure
associated with changing interest rates. Currently, the Company does not use
derivative financial instruments to manage its interest rate risk.

<TABLE>
<CAPTION>
EXPECTED MATURITY
(IN THOUSANDS OF DOLLARS)
------------------------------------------------------------------------------------------
MARKET
VALUE AT
DECEMBER 31,
1999 2000 2001 2002 2003 THEREAFTER TOTAL 1998(1)
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long-term Debt:
Fixed rate.............. $ 1,466 $1,260,300(2) $1,261,766(2) $1,116,385
Average interest
rate................ 8.50% 12.28%
Variable rate........... $11,951 $17,041 $20,216 $20,898 $21,132 $ 13,487 $ 104,725
Average interest rate
(LIBOR plus)........ 3.37% 3.26% 3.29% 3.34% 3.34% 3.06%
Capital Leases:
Fixed rate.............. $ 6,476 $ 5,227 $ 2,279 $ 1,974 $ 1,981 $ 7,453 $ 25,390
Average interest
rate................ 12.36% 12.36% 12.36% 12.36% 12.36% 12.36%
Redeemable Preferred
Stock:
Fixed rate.............. $ 112,000 $ 112,000
Average interest
rate................ 11.88%
</TABLE>

- ---------------
(1) Based on quoted market prices at December 31, 1998.

(2) Includes $260.1 million of unaccreted discount.

MARKET PRICE RISK

The Company has risk exposure associated with the market price on its
publicly traded long-term debt These bonds are recorded at book value, which
could vary from current market prices.

The Company is also exposed to market risk related to its 19% equity
interest in Global Light Telecommunications, Inc. Such investment is recorded at
a market value of $16.2 million in the Company's consolidated financial
statements at December 31, 1998.

FOREIGN CURRENCY MARKET RISK

Although the Company is a federally chartered Canadian corporation,
international operations were not material to the Company's consolidated
financial position. Accordingly, the Company was not subject to material foreign
currency exchange rate risk from the effects that exchange rate movements of
foreign currencies would have on the Company's future costs or on future cash
flows it would receive.

35
<PAGE> 36

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this item is incorporated by reference from the
Company's definitive proxy statement to be filed with the Commission no later
than April 30, 1999 pursuant to Regulation 14A of the General Rules and
Regulations under the Securities Exchange Act of 1934 ("Regulation 14A").

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company is a party to a credit facility (the "Tomen Facility") with
Tomen America, Inc. ("Tomen"), which beneficially owned more than five percent
of the Common Shares during part of Fiscal 1998. Pursuant to the Tomen Facility,
Tomen has the right to act as procurement agent for each network project it
finances. As of December 31, 1998, the Company had purchased approximately $32.2
million of equipment from Tomen. The Company believes that the prices it paid to
Tomen for equipment are comparable to what it would have paid in transactions
with unrelated third parties. Tomen also has the contractual right to appoint a
designee to the Board of Directors of the Company, and Mitsuhiro Naoe is Tomen's
current designee. Mr. Naoe does not have a direct or indirect material interest
in any amounts received by Tomen from the Company.

See the discussion in "Business -- Magnacom" relating to transactions
involving the Company and Mr. John Warta, former Chairman and Chief Executive
Officer of the Company

In May 1997, the Company loaned $100,000 to Mr. Joseph A. Basile, Jr., the
President, Chief Executive Officer and a director of the Company, to enable him
to purchase a new primary residence in the Vancouver, Washington area. The loan
matures in March 2000, accrues interest at a rate of 6% per annum and is to be
prepaid to the extent of the proceeds from the sale of Mr. Basile's former
residence and from the sale of Common Shares acquired upon exercise of options
held by Mr. Basile. Such loan was made pursuant to the terms of his employment
agreement with the Company, which was approved by the Board of Directors of the
Company.

The Company has loaned $72,000 to Mr. Daniel L. Trampush, Senior Vice
President and Chief Financial Officer of the Company, to enable him to purchase
a new primary residence in the Vancouver, Washington area. The loan is
interest-free and matures in March 2002 and is to be prepaid to the extent of
the proceeds from the sale of Common Shares acquired upon exercise of options
held by Mr. Trampush. Such loan was made pursuant to the terms of his employment
agreement with the Company, which was approved by the Board of Directors of the
Company.

In June 1998, the Company loaned $100,000 to Mr. Kevin R. Wright, Chief
Technical Officer of the Company, to enable him to purchase a new primary
residence in the Vancouver, Washington area. The loan matures in June 2001,
accrues interest at a rate of 6% per annum, and is to be prepaid to the extent
of the

36
<PAGE> 37

proceeds from the sale of Mr. Wright's former residence and from the sale of
Common Shares acquired upon exercise of options held by Mr. Wright.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE

<TABLE>
<S> <C>
(a)(1) Consolidated Financial Statements: see the Index to
Consolidated Financial Statements.
(2) Financial Statement Schedule: see page S-1.
(3) Exhibits:
3(a) Certificate of Incorporation of the Company, as amended to
date, incorporated by reference to Exhibit 3(a) to the
Company's Form 10-K for the fiscal year ended September 30,
1996, as amended (the "1996 Form 10-K").
3(b) By-Laws of the Company as amended to date, incorporated by
reference to Exhibit 3.1 to the Company's Form S-3 (No.
333-38091) (the "Form S-3").
4(a) Senior Notes Indenture dated as of December 19, 1995, by and
among GST USA, Inc., the Company and United States Trust
Company of New York, incorporated by reference to Exhibit
2.3 to the Company's Form 20-F for the fiscal year ended
September 30, 1995 (the "1995 Form 20-F").
4(b) Convertible Notes Indenture dated as of December 19, 1995,
by and among the Company, GST USA, Inc. and United States
Trust Company of New York, incorporated by reference to
Exhibit 2.4 to the 1995 Form 20-F.
4(c) Indenture dated as of May 13, 1997, by and among GST
Equipment Funding, Inc., the Company, GST USA, Inc. and
United States Trust Company of New York, incorporated by
reference to Exhibit 10.2 to the Company's Form 10-Q for the
period ended June 30, 1997 (the "June 1997 10-Q").
4(d) Indenture dated as of November 19, 1997, by and between the
Company and United States Trust Company of New York,
incorporated by reference to Exhibit 4.1 to the Company's
Form S-3 (No. 333-38301) (the "Debt Form S-3").
4(e) Indenture dated May 4, 1998 by and among GST
Telecommunications, Inc., GST USA, Inc., GST Network
Funding, Inc. and the United States Trust Company of New
York, as trustee, incorporated by reference to Exhibit 4.1
of the Company's Form 8-K filed May 19, 1998.
10(a) 1995 Stock Option Plan of the Company, as amended to date;
incorporated by reference to Exhibit 10(a) to the Company
Form 10-K for the fiscal year ended September 30, 1997 (the
"1997 Form 10-K").
10(b) 1996 Stock Option Plan of the Company, as amended to date,
incorporated by reference to Exhibit 10(b) to the 1997 Form
10-K.
10(c) 1996 Employee Stock Purchase Plan of the Company,
incorporated by reference to Exhibit 10(c) to the 1997 Form
10-K.
10(d) 1996 Senior Executive Officer Stock Option Plan of the
Company, incorporated by reference to Exhibit 10(d) to the
1997 Form 10-K.
10(e) 1996 Senior Operating Officer Stock Option Plan of the
Company, incorporated by reference to Exhibit 10(e) to the
1997 Form 10-K.
10(f) Amended and Restated Credit Agreement dated as of April 26,
1995, by and between GST Pacific Lightwave, Inc. and Tomen
America Inc., incorporated by reference to Exhibit 1.2 to
the 1995 Form 20-F.
10(g) Collateral Pledge and Security Agreement dated as of May 13,
1997, by and among GST Equipment Funding, Inc., United
States Trust Company of New York and the holders of the
Notes as defined therein, incorporated by reference to
Exhibit 10.4 to the June 1997 Form 10-Q.
</TABLE>

37
<PAGE> 38
<TABLE>
<S> <C>
10(h) Amended and Restated Master Agreement dated as of May 24,
1996, by and among Tomen America Inc., the Company, GST
Telecom Inc., GST Pacific Lightwave, Inc., Pacwest Network
L.L.C., Pacwest Network Inc., GST Tucson Lightwave, Inc. and
GST New Mexico Lightwave, Inc., incorporated by reference to
Exhibit 10(l) to the 1996 Form 10-K.
10(i) Credit Agreement dated as of May 24, 1996, by and between
GST New Mexico Lightwave, Inc. and TM Communications LLC,
incorporated by reference to Exhibit 10(n) to the 1996 Form
10-K.
10(j) Credit Agreement dated as of May 24, 1996, by and between
GST Tucson Lightwave, Inc. and TM Communications LLC,
incorporated by reference to Exhibit 10(o) to the 1996 Form
10-K.
10(s) Employment Agreement dated March 11, 1997, by and between
GST USA, Inc. and Joseph Basile, Jr, incorporated by
reference to Exhibit 10.1 to the Company's Form 10-Q for the
period ended March 31, 1997 (the "March 1997 10-Q").
10(t) Employment Agreement dated February 10, 1997, by and between
GST USA, Inc. and GST Telecom Inc. and Daniel L. Trampush,
incorporated by reference to Exhibit 10.2 to the March 1997
Form 10-Q.
10(u) Reseller Agreement dated as of October 30, 1996, by and
between Magnacom Wireless, L.L.C., and GST Telecom Inc.,
incorporated by reference to Exhibit 10(z) to the 1996 Form
10-K.
10(w) Agreement and Plan of Merger dated as of May 31, 1997, by
and among Action Telcom Co., Britt E. Bilberry, Timothy
Harding Bilberry, Paul S Bilberry, GST Action Telecom, Inc.
and the Company, incorporated by reference to Exhibit 2.1 to
the Company's Form 8-K dated May 31, 1997.
10(x) Equipment Loan and Security Agreement dated December 19,
1996 by and between NTFC Capital Corporation and GST
Equipco, incorporated by reference to Exhibit 10(v) to the
1996 Form 10-K.
10(y) Loan and Security Agreement dated as of September 4, 1996 by
and between Siemens Stromberg-Carlson ("Siemens") and GST
Switchco, Inc. ("GST Switchco"), incorporated by reference
to Exhibit 10(d) to the Company's Form 10-Q for the period
ended December 31, 1996 (the "December 1996 Form 10-Q").
10(z) Unconditional Continuing Guaranty dated as of September 4,
1996 by and between Siemens and GST USA, Inc., incorporated
by reference to Exhibit 10(e) to the December 1996 Form
10-Q.
10(aa) Unconditional Limited Guaranty Agreement dated as of
December 19, 1996 made by GST USA, Inc., in favor of NTFC
Capital Corporation, incorporated by reference to Exhibit
10(f) to the December 1996 Form 10-Q.
10(bb) Securities Purchase Agreement, dated as of February 28,
1997, between the Company and Ocean Horizon SRL,
incorporated by reference to Exhibit 4.1 to the Company's
Form 8-K dated February 28, 1997 (the "February Form 8-K").
10(cc) Securityholders Agreement, dated as of February 28, 1997,
between the Registrant and Ocean Horizon SRL, incorporated
by reference to Exhibit 4.2 to the Company's February Form
8-K.
10(dd) Credit Agreement dated as of September 30, 1997 by and
between GST Telecom Hawaii, Inc. and TM Communications
Hawaii LLC, incorporated by reference to Exhibit 99.1 to the
Company's Form 8-K dated September 30, 1997 (the "September
8-K").
10(ee) Service Agreement dated as of September 30, 1997 by and
between Pacwest Network, Inc. and GST Telecom Hawaii, Inc,
incorporated by reference to Exhibit 99.2 to the September
8-K.
10(ff) Management Agreement dated as of September 30, 1997 by and
between Pacwest Network, Inc. and GST Telecom Hawaii, Inc.,
incorporated by reference to Exhibit 99.3 to the September
8-K.
</TABLE>

38
<PAGE> 39
<TABLE>
<S> <C>
10(gg) Agreement dated as of September 30, 1997 by and among GST
Telecom Hawaii, Inc., GST Telecom Inc. and Pacwest Network,
Inc., incorporated by reference to Exhibit 99.4 to the
September 8-K.
10(hh) Stock Purchase Agreement dated December 31, 1997 by and
among GST Telecommunications, Inc., GST USA, Inc. and World
Access, Inc., incorporated by reference to Exhibit 99.2 to
the Company's Form 8-K dated January 6, 1998.
10(ii) 1997 Stock Option Plan of the Company, as amended to date,
incorporated by reference to Exhibit (ii) to the 1997
transition report on Form 10-K for the three month period
ended December 31, 1997.
10(jj) Placement Agreement dated April 29, 1998 by and among GST
Telecommunications, Inc., GST USA, Inc., GST Network
Funding, Inc, and the several Placement Agents named in
Schedule I thereto, incorporated by reference to Exhibit
10.1 to the Company's Form 8-K filed May 19, 1998.
10(kk) Registration Rights Agreement dated May 4, 1998 by and among
GST Telecommunications, Inc., GST USA, Inc., GST Network
Funding, Inc. and Morgan Stanley & Co. Incorporated, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation
and SBC Warburg Dillon Read Inc., incorporated by reference
to Exhibit 10.2 to the Company's Form 8-K filed May 19,
1998.
10(ll) Collateral Pledge and Security Agreement dated as of May 4,
1998 from GST Network Funding, Inc. to United States Trust
Company of New York, as trustee, incorporated by reference
to Exhibit 10.3 to the Company's Form 8-K filed May 19,
1998.
10(mm) Reimbursement and Commitment Fee Agreement dated May 4, 1998
among GST Telecommunications, Inc., GST USA, Inc. and GST
Network Funding, Inc., incorporated by reference to Exhibit
10.4 to the Company's Form 8-K filed May 19, 1998.
10(nn) Employment Agreement dated March 3, 1999, effective as of
October 20, 1998, by and between GST USA, Inc. and Joseph A.
Basile, Jr.
*21 Subsidiaries of the Company.
*23 Consent to the incorporation by reference in the Company's
Registration Statements on Forms S-3 and S-8 of the
independent auditors' report included herein.
*27 Financial Data Schedule.
</TABLE>

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

39
<PAGE> 40

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GST TELECOMMUNICATIONS, INC.
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets at December 31, 1998 and 1997... F-3
Consolidated Statements of Operations for the year ended
December 31, 1998, the three-month period ended December
31, 1997 and the years ended September 30, 1997 and
1996...................................................... F-4
Consolidated Statements of Shareholders' (Deficit) Equity
for the year ended December 31, 1998, the three-month
period ended December 31, 1997 and the years ended
September 30, 1997 and 1996............................... F-5
Consolidated Statements of Cash Flows for the year ended
December 31, 1998,the three-month period ended December
31, 1997 and the years ended September 30, 1997 and
1996...................................................... F-6
Notes to Consolidated Financial Statements.................. F-8
Independent Auditors' Report on Schedule.................... S-1
Schedule of Valuation and Qualifying Accounts............... S-2
</TABLE>

F-1
<PAGE> 41

INDEPENDENT AUDITORS' REPORT

THE BOARD OF DIRECTORS AND SHAREHOLDERS
GST TELECOMMUNICATIONS, INC.:

We have audited the accompanying consolidated balance sheets of GST
Telecommunications, Inc. and subsidiaries as of December 31, 1998 and 1997, and
the related consolidated statements of operations, shareholders' (deficit)
equity, and cash flows for the year ended December 31, 1998, the three-month
period ended December 31, 1997, and for each of the years in the two-year period
ended September 30, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GST
Telecommunications, Inc. and subsidiaries as of December 31, 1998 and 1997, and
the results of its operations, and cash flows for the year ended December 31,
1998, the three-month period ended December 31, 1997, and for each of the years
in the two-year period ended September 30, 1997 in conformity with generally
accepted accounting principles in the United States.

/s/ KPMG PEAT MARWICK LLP

Portland, Oregon
March 1, 1999

F-2
<PAGE> 42

GST TELECOMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1998 1997
ASSETS ---------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 86,070 $ 199,053
Restricted investments.................................... 34,107 31,731
Accounts receivable, net.................................. 32,935 27,324
Investments............................................... 16,246 7,619
Inventory, net............................................ 1,485 3,412
Prepaid and other current assets.......................... 11,454 13,127
---------- ---------
182,297 282,266
Restricted investments...................................... 247,257 112,719
Property and equipment, net................................. 615,852 406,895
Goodwill, net............................................... 51,091 36,056
Other assets, net........................................... 54,786 60,238
---------- ---------
Total assets........................................... $1,151,283 $ 898,174
========== =========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable.......................................... $ 26,411 $ 14,798
Accrued expenses.......................................... 37,445 30,869
Deferred revenue.......................................... 6,030 993
Current portion of capital lease obligations.............. 5,649 6,286
Current portion of long-term debt......................... 13,417 4,579
---------- ---------
88,952 57,525
---------- ---------
Other liabilities........................................... 21,377 3,551
Capital lease obligations, less current portion............. 19,741 13,994
Long-term debt, less current portion........................ 1,092,959 763,292
Minority interest........................................... -- 12,732
Commitments and contingencies
Redeemable preference shares:
Authorized -- 10,000,000 no par shares; 500 shares issued
and outstanding at December 31, 1998 and 1997.......... 61,741 54,635
Shareholders' deficit:
Common shares:
Authorized -- unlimited number of no par common shares;
issued and outstanding -- December 31,
1998 -- 36,264,066 shares, December 31,
1997 -- 34,564,898 Shares.............................. 234,267 221,105
Commitment to issue common shares:
December 31, 1998 -- no shares, December 31,
1997 -- 50,887 shares.................................. -- 604
Accumulated deficit....................................... (383,954) (229,264)
Accumulated other comprehensive income.................... 16,200 --
---------- ---------
(133,487) (7,555)
---------- ---------
Total liabilities and shareholders' deficit............ $1,151,283 $ 898,174
========== =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-3
<PAGE> 43

GST TELECOMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE-MONTH YEARS ENDED
YEAR ENDED PERIOD ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, -----------------------
1998 1997 1997 1996
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Telecommunications and other services..... $ 158,609 $ 27,552 $ 82,593 $ 31,726
Product................................... 4,708 8,706 23,374 9,573
---------- ---------- ---------- ----------
Total revenues......................... 163,317 36,258 105,967 41,299
---------- ---------- ---------- ----------
Operating costs and expenses:
Network expenses.......................... 105,744 19,427 66,250 26,580
Facilities administration and
maintenance............................ 16,703 3,511 12,304 10,317
Cost of product revenues.................. 2,999 3,102 7,990 3,974
Selling, general and administrative....... 96,506 22,428 72,046 33,375
Research and development.................. -- 781 2,316 1,352
Depreciation and amortization............. 45,957 8,864 24,159 8,298
Special charges........................... 30,580 -- 7,445 --
---------- ---------- ---------- ----------
Total operating costs and expenses..... 298,489 58,113 192,510 83,896
---------- ---------- ---------- ----------
Loss from operations................... (135,172) (21,855) (86,543) (42,597)
---------- ---------- ---------- ----------
Other expenses (income):
Interest income........................... (24,145) (4,101) (7,026) (5,549)
Interest expense, net of amounts
capitalized............................ 101,648 18,948 37,665 21,224
Gain on sale of subsidiary shares......... (61,266) -- (7,376) --
Other..................................... 3,281 1,569 2,017 2,360
---------- ---------- ---------- ----------
19,518 16,416 25,280 18,035
---------- ---------- ---------- ----------
Loss before minority interest in
(income) loss of subsidiaries and
income tax........................... (154,690) (38,271) (111,823) (60,632)
---------- ---------- ---------- ----------
Income tax expense:
Current................................... -- 758 1,802 157
Deferred.................................. -- 92 (899) --
---------- ---------- ---------- ----------
-- 850 903 157
---------- ---------- ---------- ----------
Loss before minority interest in
(income) loss of subsidiaries........ (154,690) (39,121) (112,726) (60,789)
Minority interest in (income) loss of
subsidiaries.............................. -- (472) (612) 411
---------- ---------- ---------- ----------
Net loss............................... $ (154,690) $ (39,593) $ (113,338) $ (60,378)
========== ========== ========== ==========
Net loss per share, basic and diluted....... $ (4.52) $ (1.39) $ (4.71) $ (3.18)
========== ========== ========== ==========
Weighted average common shares, basic and
diluted................................... 35,834,196 30,804,376 24,702,870 18,988,127
</TABLE>

See accompanying notes to consolidated financial statements.
F-4
<PAGE> 44

GST TELECOMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIT) EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
ACCUMU-
LATED TOTAL
COMMITMENT TO ISSUE OTHER SHARE-
COMMON SHARES COMMON SHARES COMPRE- ACCUMU- COMPRE- HOLDERS'
--------------------- --------------------- HENSIVE LATED HENSIVE (DEFICIT)
SHARES AMOUNT SHARES AMOUNT LOSS DEFICIT INCOME EQUITY
---------- -------- ---------- -------- --------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1995......... 18,700,290 $ 50,166 336,498 $ 1,494 $ -- $ (15,955) $ -- $ 35,705
Issuance of shares for services..... 85,627 621 -- -- -- -- -- 621
Issuance of shares in business
combinations...................... 1,200,873 11,097 (168,249) (747) -- -- -- 10,350
Issuance of common shares, net...... 1,189,849 9,672 -- -- -- -- -- 9,672
Issuance of shares under option
plans............................. 67,500 293 -- -- -- -- -- 293
Commitment to issue shares for
business combinations............. -- -- 1,819,981 24,707 -- -- -- 24,707
Issuance of shares under employee
share purchase plan............... 13,558 132 -- -- -- -- -- 132
Accrual of compensation costs for
share awards and option plans..... -- 666 -- -- -- -- -- 666
Net loss............................ -- -- -- -- -- (60,378) -- (60,378)
---------- -------- ---------- -------- --------- --------- ------- ---------
Balance, September 30, 1996......... 21,257,697 72,647 1,988,230 25,454 -- (76,333) -- 21,768
Issuance of shares for services..... 25,000 221 -- -- -- -- -- 221
Issuance of shares in business
combinations...................... 3,132,854 29,394 (1,700,169) (21,049) -- -- -- 8,345
Issuance of shares and warrants,
net............................... 2,505,882 32,666 -- -- -- -- -- 32,666
Issuance of shares under option
plans............................. 643,016 3,309 -- -- -- -- -- 3,309
Issuance of shares under employee
share purchase plan............... 62,993 400 -- -- -- -- -- 400
Accrual of compensation costs for
share awards and option plans..... -- 9,807 -- -- -- -- -- 9,807
Accretion of redeemable preference
shares............................ -- (2,969) -- -- -- -- -- (2,969)
Net loss............................ -- -- -- -- -- (113,338) -- (113,338)
---------- -------- ---------- -------- --------- --------- ------- ---------
Balance, September 30, 1997......... 27,627,442 145,475 288,061 4,405 -- (189,671) -- (39,791)
Issuance of shares in business
combinations...................... 246,392 3,801 (237,174) (3,801) -- -- -- --
Issuance of shares, net............. 6,440,000 73,092 -- -- -- -- -- 73,092
Issuance of shares under option
plans............................. 158,209 1,107 -- -- -- -- -- 1,107
Issuance of shares under employee
share purchase plan............... 75,198 463 -- -- -- -- -- 463
Accrual of compensation costs for
share awards and option plans..... -- 179 -- -- -- -- -- 179
Accretion of redeemable preference
shares............................ -- (3,145) -- -- -- -- -- (3,145)
Conversion of senior subordinated
discount notes.................... 17,657 133 -- -- -- -- -- 133
Net loss............................ -- -- -- -- -- (39,593) -- (39,593)
---------- -------- ---------- -------- --------- --------- ------- ---------
Balance, December 31, 1997.......... 34,564,898 221,105 50,887 604 -- (229,264) -- (7,555)
Issuance of shares for business
combinations...................... 57,632 2,952 (50,887) (604) -- -- -- 2,348
Issuance of shares under option
plans............................. 429,350 3,258 -- -- -- -- -- 3,258
Issuance of shares for warrant
exercise.......................... 991,343 12,852 -- -- -- -- -- 12,852
Issuance of shares under employee
share purchase plan............... 220,843 1,563 -- -- -- -- -- 1,563
Accrual of compensation costs for
share award and option plans...... -- (357) -- -- -- -- -- (357)
Accretion of redeemable preference
shares............................ -- (7,106) -- -- -- -- -- (7,106)
Comprehensive loss:
Net loss.......................... -- -- -- -- (154,690) (154,690) -- (154,690)
Other comprehensive income --
unrealized gain on securities... -- -- -- -- 16,200 -- 16,200 16,200
---------
Comprehensive loss.................. $(138,490)
---------- -------- ---------- -------- ========= --------- ------- ---------
Balance, December 31, 1998.......... 36,264,066 $234,267 -- $ -- $(383,954) $16,200 $(133,487)
========== ======== ========== ======== ========= ======= =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-5
<PAGE> 45

GST TELECOMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE-MONTH YEARS ENDED
YEAR ENDED PERIOD ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, ----------------------
1998 1997 1997 1996
------------ ------------ --------- ---------
<S> <C> <C> <C> <C>
Operations:
Net loss........................................ $(154,690) $(39,593) $(113,338) $ (60,378)
Adjustments to reconcile net loss to net cash
used in operations:
Minority interest in income (loss) of
subsidiary.................................. -- 472 612 (411)
Depreciation and amortization................. 51,328 10,115 26,634 9,496
Deferred income taxes......................... -- 92 (899) --
Accretion and accrual of interest............. 59,783 8,276 19,236 19,978
Non-cash stock compensation and other
expense..................................... (253) 374 10,028 1,293
Loss on disposal of assets.................... 10,157 -- 679 1,012
Loss on impairment of assets.................. 19,549 -- -- --
Equity in losses of investments and joint
venture..................................... 593 1,286 1,482 1,521
Gain on sale of subsidiary shares............. (61,266) -- (7,376) --
Changes in non-cash operating working capital:
Accounts receivable, net.................... (15,321) (3,547) (11,284) (1,066)
Inventory................................... 1,927 46 (455) (2,019)
Prepaid, other current and other assets,
net...................................... (1,406) (631) (7,172) (5,304)
Accounts payable and accrued liabilities.... (754) (18,177) 24,970 2,387
Other liabilities........................... 6,430 707 (119) 185
--------- -------- --------- ---------
Cash used in operations.................. (83,923) (40,580) (57,002) (33,306)
--------- -------- --------- ---------
Investments:
Acquisition of subsidiaries, net of cash
acquired...................................... (35,471) (2,105) (1,618) (1,441)
Purchase of investments......................... -- (4,297) (3,247) (9,799)
Proceeds from sale of investments............... 327 -- 5,176 5,493
Purchase of property and equipment.............. (219,129) (45,970) (222,001) (76,192)
Proceeds from sale of property and equipment.... 3,589 -- 5,774 8
Purchase of other assets........................ (3,014) (1,866) (14,058) (7,743)
Change in investments restricted for the
purchase of property and equipment............ (170,288) 11,143 (58,701) (16,000)
Proceeds from the sale of subsidiary shares,
net........................................... 85,048 141 27,105 --
Cash disposed of in sale of subsidiary.......... (5,252) -- -- --
--------- -------- --------- ---------
Cash used in investing activities........ (344,190) (42,954) (261,570) (105,674)
--------- -------- --------- ---------
Financing:
Proceeds from long-term debt.................... 300,955 151,420 353,257 196,207
Issuance of redeemable preference shares, net... -- -- 48,679 --
Principal payments on long-term debt and capital
leases........................................ (23,769) (10,101) (7,455) (2,112)
Issuance of common shares, net of issuance
costs......................................... 17,673 74,629 27,692 10,098
Deferred debt financing costs................... (13,103) (5,380) (12,033) (9,894)
Change in investments restricted to finance
interest payments............................. 33,374 16,157 (97,049) --
--------- -------- --------- ---------
Cash provided by financing activities.... 315,130 226,725 313,091 194,299
--------- -------- --------- ---------
Increase (decrease) in cash and cash
equivalents............................ (112,983) 143,191 (5,481) 55,319
Cash and cash equivalents, beginning of period.... 199,053 55,862 61,343 6,024
--------- -------- --------- ---------
Cash and cash equivalents, end of period.......... $ 86,070 $199,053 $ 55,862 $ 61,343
========= ======== ========= =========
</TABLE>

(Continued)

F-6
<PAGE> 46

GST TELECOMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE-MONTH YEARS ENDED
YEAR ENDED PERIOD ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, ------------------
1998 1997 1997 1996
------------ ------------ ------- -------
<S> <C> <C> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid for interest.............................. $50,315 $21,684 $ 4,982 $ 1,813
Cash paid for income taxes.......................... -- 1,038 638 --
Supplemental schedule of non-cash investing and
financing activities:
Recorded in business combinations:
Assets............................................ 45,719 2,605 14,148 45,477
Liabilities....................................... 7,900 500 4,369 11,665
Minority interest................................. -- -- -- (2,686)
Commitment to issue shares........................ -- -- -- 5,613
Common shares..................................... 2,348 -- 8,161 29,444
Disposition of subsidiary:
Assets............................................ 35,480 -- -- --
Liabilities....................................... 4,218 -- -- --
Minority interest................................. 12,732 -- -- --
Amounts in accounts payable and accrued liabilities
for the purchase of fixed assets at end of
period............................................ 25,945 19,029 19,718 18,291
Unrealized gain on securities....................... 16,200 -- -- --
Accretion of redeemable preference shares........... 7,106 3,145 2,969 --
Assets acquired through capital leases.............. 10,079 480 21,765 --
Debt converted to equity............................ -- 133 -- --
</TABLE>

See accompanying notes to consolidated financial statements.
F-7
<PAGE> 47

GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
DECEMBER 31, 1998 AND 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF THE COMPANY

GST Telecommunications, Inc. (the Company or GST), is a Canadian company in
the business of providing competitive local exchange services primarily in the
western United States. In addition, the Company provides a range of
telecommunications services, including long distance, Internet and data
services, and constructs telecommunication networks for other providers, and
produces telecommunications software.

The consolidated financial statements for the year ended December 31, 1998,
the three-month period ended December 31, 1997 and the years ended September 30,
1997 and 1996 have been reported in U.S. dollars, the functional currency of the
Company. These consolidated financial statements are prepared in conformity with
generally accepted accounting principles in the United States. The Company also
prepares separate consolidated financial statements in accordance with Canadian
generally accepted accounting principles.

CHANGE IN FISCAL YEAR-END

In 1997, the Company changed its fiscal year-end from September 30 to
December 31. Included in the accompanying audited financial statements are the
results of operations for the three-month transition period ended December 31,
1997. Unaudited results of operations for the comparable three-month period
ended December 31, 1996 are summarized below:

<TABLE>
<S> <C>
Revenues.................................................... $ 23,217
Loss from operations........................................ (17,988)
Other expenses, net......................................... (4,646)
Income tax expense.......................................... --
Net loss.................................................... (22,634)
Loss per share, basic and diluted........................... (1.02)
</TABLE>

BASIS OF CONSOLIDATION

These consolidated financial statements include the accounts of the Company
and its greater than 50% owned subsidiaries. The Company's investments in
unconsolidated companies owned 20% or more are accounted for using the equity
method. At December 31, 1998, the Company held no investments accounted for
pursuant to the equity method. All significant intercompany accounts have been
eliminated.

CASH AND CASH EQUIVALENTS

Cash equivalents consist of short-term, highly liquid investments with
original maturities of ninety days or less.

ACCOUNTS AND NOTES RECEIVABLE AND CONCENTRATION OF RISK

Gross trade accounts receivable total $38,209 and $27,225 at December 31,
1998 and 1997, respectively. Notes receivable from customers total $208 and
$4,055 at December 31, 1998 and 1997, respectively. Management provides an
allowance for doubtful accounts and notes based on current customer information
and historical statistics. The allowance for doubtful accounts was $5,482 and
$3,956 at December 31, 1998 and 1997, respectively.

F-8
<PAGE> 48
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Results of operations are derived from United States operations and
substantially all assets reside in the United States. The Company is exposed to
concentration of credit risk principally from accounts receivable. The Company's
five largest telecommunications and other services customers accounted for
approximately 16.4%, 16.8%, 20.8% and 46.9% of the Company's consolidated
telecommunications and other services revenue for the year ended December 31,
1998, the three-month period ended December 31, 1997 and the years ended
September 30, 1997 and 1996, respectively.

The Company relies on incumbent local exchange companies for the provision
of local telephone service. In addition, the Company relies on other carriers to
provide transmission and termination services for a majority of its long
distance traffic. The inability of any of these companies or carriers to fulfill
service delivery requirements could impact the Company's future results.

RESTRICTED AND UNRESTRICTED INVESTMENTS

Restricted investments classified as available-for-sale consist primarily
of U.S. Treasury securities maturing between one and eight months which are
restricted for the purchase and installation of network assets. Held-to-maturity
investments consist of U.S. Treasury securities and certificates of deposit
maturing between four months and eighteen months which are primarily restricted
for interest payments. Restricted investments are recorded at amortized cost
which approximates fair value for all periods presented.

Unrestricted available-for-sale investments consist of the Company's 19%
equity interest in Global Light Telecommunications, Inc. (Global) at December
31, 1998 and U.S. government securities and certificates of deposit at December
31, 1997. An unrealized gain of $16,200 related to the Company's interest in
Global, which is carried at fair value, is included in comprehensive income for
the year ended December 31, 1998.

Under Financial Accounting Standards Board (the FASB) Statement of
Financial Accounting Standards (SFAS) No. 115, Accounting for Certain
Investments in Debt and Equity Securities, the Company classifies its
investments as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1997
-------- -------
<S> <C> <C>
Restricted investments:
Available-for-sale.................................... $230,014 $62,484
Held-to-maturity...................................... 51,350 81,966
Unrestricted investments:
Available-for-sale.................................... 16,246 7,619
</TABLE>

INVESTMENTS IN FORMER AFFILIATE

At December 31, 1997, the Company held a greater than 20% equity interest
in Global, a publicly-traded corporation listed on the Vancouver Stock Exchange,
which conducts telecommunications operations on a worldwide basis. The carrying
value of this investment at December 31, 1997 totaled $593 and was included in
other assets in the accompanying consolidated balance sheet. At December 31,
1998, the Company holds less than a 20% interest in Global. As discussed in note
11(a), the Company is currently in litigation with Global.

MINORITY INTEREST

In March 1997, the Company's then wholly-owned subsidiary, NACT
Telecommunications, Inc. (NACT), completed an initial public offering of its
common stock, pursuant to which the Company and NACT sold one and two million
shares, respectively, of NACT's common stock, resulting in net proceeds of
approximately $9,000 and $18,100, respectively. As a result of the offering, the
Company's ownership was

F-9
<PAGE> 49
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

reduced to 63%. Minority interest represents the non-Company owned shareholder
interest in NACT's equity resulting from the 1997 offering.

In February 1998, the Company sold its remaining interest in NACT for net
proceeds of $85,048, which resulted in a gain of $61,266.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and are depreciated on the
straight-line basis over their estimated useful lives, which are as follows:

<TABLE>
<S> <C>
Telecommunications networks................................. 20 years
Electronic and related equipment............................ 10 years
Leasehold improvements...................................... 10 years
Computer equipment, office equipment and other.............. 3 - 7 years
Buildings................................................... 40 years
</TABLE>

Construction, engineering and overhead costs directly related to the
development of the Company's networks are capitalized. The Company capitalizes
internal information systems costs in accordance with Statement of Position
98-1, Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use. The Company begins depreciating these costs when the assets become
operational. Depreciation expense totaled $30,056, $6,240, $14,985 and $5,569
for the year ended December 31, 1998, the three-month period ended December 31,
1997 and the years ended September 30, 1997 and 1996, respectively.

GOODWILL

Goodwill is amortized using the straight-line method over periods ranging
from five to ten years. Amortization charged to operations was $6,218, $1,054,
$4,044 and $1,690 for the year ended December 31, 1998, the three-month period
ended December 31, 1997 and the years ended September 30, 1997 and 1996,
respectively.

ASSET IMPAIRMENT

The Company reviews long-lived assets, goodwill and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.

During 1998, the Company recorded a non-cash special charge of $3,881
related to the impairment of certain long-lived assets associated with the
Company's shared tenant services operations. The impaired assets primarily
consist of customer lists and electronic and related equipment. As the projected
future cash flows were less than the assets' carrying value, an impairment loss
was recognized. The impairment loss was measured as the amount by which the
carrying amount of the assets exceeded the estimated fair value of the assets,
which was determined based on current market prices for similar assets.

As discussed in note 12, the Company also recorded a non-cash special
charge of $15,668 during 1998 related to the impairment of a prepaid reseller
agreement and advances to Magnacom Wireless LLC.

REVENUE RECOGNITION

Telecommunication services revenue is recognized monthly as services are
provided. Amounts billed in advance of the service month are recorded as
deferred revenue. Product revenue is recorded upon installation of products and
is presented in the accompanying consolidated statements of operations net of
product returns. Network construction services revenue is recognized using the
percentage of completion method. Accordingly,

F-10
<PAGE> 50
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the Company recognizes revenues and expenses as construction progresses.
Included in other current assets are costs and income in excess of billings
relating to certain contracts.

NET LOSS PER SHARE

Basic and diluted net loss per share is computed using the weighted average
number of common shares outstanding during the period. Common equivalent shares,
consisting of options, warrants and convertible securities, were antidilutive
for all periods presented and were not included in determining diluted weighted
average shares outstanding. If the Company had reported net income for the
periods presented, the weighted average number of common equivalent shares used
to determine diluted net loss per share would have increased by 10,411,640,
9,741,498, 8,186,050 and 5,963,647 for the year ended December 31, 1998, the
three-month period ended December 31, 1997 and the years ended September 30,
1997 and 1996, respectively.

Net loss per share is increased for redeemable preference shares' accretion
totaling $7,106, $3,145, $2,969 and $0 for the year ended December 31, 1998, the
three-month period ended December 31, 1997 and the years ended September 30,
1997 and 1996, respectively.

ISSUANCE OF SUBSIDIARY STOCK

Issuances of subsidiary stock are accounted for as capital transactions in
the accompanying consolidated financial statements.

INCOME TAXES

The Company accounts for income taxes under the asset and liability method.
Under the asset and liability method, deferred income taxes reflect the future
tax consequences of differences between the tax basis of assets and liabilities
and their financial reporting amounts at each year-end. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the year in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in the tax rates is recognized in income in the period that includes the
enactment date. Valuation allowances are established when necessary to reduce
deferred tax assets to the amounts expected to be realized.

COMPREHENSIVE INCOME

The Company adopted SFAS No. 130, Reporting Comprehensive Income, on
January 1, 1998. Comprehensive income is defined as changes in stockholders'
equity exclusive of transactions with owners such as capital contributions and
dividends. For the year ended December 31, 1998, comprehensive income includes a
$16,200 unrealized gain on available-for-sale securities. There are no
differences between net loss and comprehensive loss for all other periods
presented.

USE OF ESTIMATES

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

ADVERTISING COSTS

The Company expenses advertising costs as incurred.

F-11
<PAGE> 51
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RECLASSIFICATIONS

Certain reclassifications have been made in the accompanying consolidated
financial statements for December 31, 1997 and September 30, 1997 and 1996 to
conform with the December 31, 1998 presentation.

(2) ACQUISITIONS

The Company has made the acquisitions set forth below, each of which was
accounted for as a purchase. The consolidated financial statements include the
operating results from the effective date of acquisition.

ICON COMMUNICATIONS CORP. (ICON)

In April 1998, the Company acquired 100% of the outstanding capital stock
of ICON, a Washington company which provides long distance and ancillary
communications services. Consideration paid for this acquisition consisted of
$23,916 in cash. Goodwill of $15,957 was recorded as a result of this
acquisition.

KLP, INC. (D/B/A CALL AMERICA) (CALL AMERICA PHOENIX)

In March 1998, the Company acquired 100% of the outstanding capital stock
of Call America Phoenix, an Arizona company which provides long distance
services. Consideration paid for this acquisition consisted of $3,838 in cash.
Goodwill of $2,405 was recorded as a result of this acquisition.

WHOLE EARTH NETWORKS, LLC (WHOLE EARTH)

In March 1998, the Company acquired the business of Whole Earth, a
California Internet services provider. Consideration paid for this acquisition
consisted of $9,053 in cash and the assumption of $1,273 in liabilities.
Goodwill of $3,293 was recorded as a result of this acquisition.

ACTION TELCOM CO. (ACTION TELCOM)

In May 1997, the Company acquired 100% of the outstanding capital stock of
Action Telcom, a Texas company which provides long distance and ancillary
telecommunications services and produces software used in the telecommunications
industry. The Company acquired Action Telcom for consideration of 903,000 common
shares valued at $8,161, $1,290 in cash and $2,580 in notes payable. The
purchase agreement provides for an additional payment of up to 120,000 common
shares in 1999, contingent on future market values of the Company's common
shares. Goodwill of $3,863 was recorded as a result of this acquisition.

PHOENIX FIBER ACCESS, INC. (PHOENIX FIBER)

In December 1996, the Company paid $2,000 in cash to acquire the remaining
50% of Phoenix Fiber, previously 50% owned by the Company through a joint
venture with ICG Telecom Group, Inc. (ICG). In addition, the Company assumed the
repayment of up to $2,000 of intercompany indebtedness, under certain
circumstances, and indemnified ICG in respect of all indebtedness of Phoenix
Fiber to the Company and third parties, other than certain liabilities of
Phoenix Fiber that were assumed by ICG. Phoenix Fiber is an Arizona company
engaged in providing competitive local exchange services in the Phoenix
metropolitan area.

CALL AMERICA BUSINESS COMMUNICATIONS, CORP. (CALL AMERICA)

In September 1996, the Company acquired 100% of the outstanding capital
stock of Call America, a California company that provides long distance and
ancillary communications services. The Company acquired Call America for
consideration of 1,443,505 common shares valued at $16,311. Additionally, $415
in notes receivable due from the former owners of Call America will be forgiven
if certain operating milestones are met over the next 8 years. Goodwill of
$11,581 was recorded as a result of this acquisition.

F-12
<PAGE> 52
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

TOTALNET COMMUNICATIONS, INC. (TOTALNET)

In September 1996, the Company acquired 100% of the outstanding capital
stock of TotalNet, a long distance service provider. The Company acquired
TotalNet for consideration of 703,229 common shares valued at $8,814. Goodwill
of $5,717 was recorded as a result of this acquisition.

GST TELECOM INC. (GST TELECOM)

In a series of transactions between 1994 and 1996, the Company purchased
100% of the outstanding shares of GST Telecom, which develops, constructs and
operates competitive local exchange networks and other communications systems.
Consideration paid for GST Telecom consisted of 2,100,000 common shares valued
at $15,447, which shares were paid to Pacwest, LLC (Pacwest), an entity
controlled by the former Chairman and Chief Executive Officer of the Company.
Goodwill of $15,330 was recorded as a result of this acquisition.

OTHERS

In October 1997, the Company purchased the assets of the Guam operations of
Sprint Communications Company L.P. (Sprint) which provide long distance and
ancillary services in Guam. Consideration paid for this acquisition consisted of
$2,000 in cash and $500 in liabilities for services to be provided to Sprint.

In May 1996, the Company purchased from Tomen America, Inc. (Tomen) the
remaining 10% interest in GST Pacific Lightwave, Inc., a GST Telecom subsidiary
which operates a fiber optic competitive local exchange network in southern
California. The consideration paid for this acquisition consisted of $1,250 in
cash, which was recorded as goodwill.

During 1996, the Company acquired the assets of Reservations, Inc. dba
Hawaii OnLine (Hawaii OnLine), the assets of Texas-Ohio Communications, Inc.
(Texas-Ohio), and 100% of the outstanding capital stock of Tri-Star Residential
Communications, Inc. (Tri-Star). Hawaii OnLine is an Internet service provider;
Texas-Ohio is a long distance service provider; and Tri-Star provides shared
tenant services consisting of long distance, cable television and security
service to tenants of multi-dwelling apartment units. Consideration paid for
these acquisitions consisted of 266,519 common shares valued at $2,463, and $719
of cash. Goodwill of $1,044 was recorded as a result of these acquisitions.

The unaudited pro forma results shown below reflect results of operations
as if the 1998 and 1997 acquisitions described above occurred as of the
beginning of each of the periods presented.

<TABLE>
<CAPTION>
THREE-MONTH
YEAR ENDED PERIOD ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, SEPTEMBER 30,
1998 1997 1997
------------ ------------ -------------
<S> <C> <C> <C>
Revenues..................................... $ 167,556 $ 40,521 $ 133,958
Net loss..................................... (155,236) (39,655) (115,266)
Net loss per share........................... (4.33) (1.29) (4.67)
</TABLE>

The pro forma results are not necessarily indicative of what actually would
have occurred had the acquisitions been in effect for the entire periods
presented. In addition, they are not intended to be a projection of future
results that may be achieved from the combined operations.

F-13
<PAGE> 53
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1998 1997
-------- --------
<S> <C> <C>
Telecommunications networks................................. $178,008 $125,966
Electronic and related equipment............................ 181,270 63,977
Leasehold improvements...................................... 24,509 21,673
Computer equipment, office equipment and other.............. 40,585 25,810
Buildings................................................... 2,803 3,366
Construction in progress.................................... 251,199 192,888
-------- --------
678,374 433,680
Less accumulated depreciation............................... (62,522) (26,785)
-------- --------
$615,852 $406,895
======== ========
</TABLE>

Property and equipment includes $251,199 and $192,888 of equipment which
had not been placed in service at December 31, 1998 and 1997, respectively, and
accordingly, was not being depreciated. During the year ended December 31, 1998,
the three-month period ended December 31, 1997 and the years ended September 30,
1997 and 1996, $25,920, $3,726, $15,170 and $2,316 of interest, respectively,
was capitalized as part of property and equipment.

(4) ACCRUED EXPENSES

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
------- -------
<S> <C> <C>
Fixed asset purchases....................................... $ 9,552 $12,157
Carrier costs............................................... 4,885 98
Interest payable............................................ 9,272 8,096
Payroll and related liabilities............................. 5,252 2,721
Other....................................................... 8,484 7,797
------- -------
Total.................................................. $37,445 $30,869
======= =======
</TABLE>

F-14
<PAGE> 54
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) LONG-TERM DEBT

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- --------
<S> <C> <C>
13.25% senior secured notes due May 1, 2007................. $ 265,000 $265,000
10.5% senior secured discount notes due May 1, 2008......... 320,997 --
Note payable to Tomen, LIBOR plus 3.0% (8.1% at December 31,
1998)..................................................... 45,262 61,793
Note payable to NTFC, LIBOR plus 3.5% (8.6% at December 31,
1998)..................................................... 50,000 50,000
Note payable to Siemens, LIBOR plus 3.5% (8.6% at December
31, 1998)................................................. 9,463 7,889
13.875% senior discount notes due December 15, 2005......... 240,304 210,136
13.875% convertible senior subordinated discount notes, due
December 15, 2005......................................... 29,884 26,133
12.75% senior subordinated accrual notes due November 15,
2007...................................................... 144,000 144,000
Other....................................................... 1,466 2,920
---------- --------
1,106,376 767,871
Less current portion of long-term debt...................... 13,417 4,579
---------- --------
$1,092,959 $763,292
========== ========
</TABLE>

The schedule of future principal payments on long-term debt is as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
- ------------------------
<S> <C>
1999........................................................ $ 13,417
2000........................................................ 17,041
2001........................................................ 20,216
2002........................................................ 20,898
2003........................................................ 21,132
Thereafter(a)............................................... 1,273,787
----------
Less unaccreted discount.................................... (260,115)
----------
$1,106,376
==========
</TABLE>

- ---------------
(a) Includes $500,000, $312,448 and $38,852 of 10.5% senior secured discount
notes, 13.875% senior discount notes and 13.875% convertible senior
subordinated discount notes, respectively, due at maturity.

SENIOR SECURED NOTES

In May 1997, the Company issued $265,000 in senior secured notes (the
Secured Notes) due May 1, 2007. The Secured Notes bear interest at a rate of
13.25% with semiannual interest payments due beginning November 1, 1997.
Approximately $93,790 of the proceeds were set aside to fund the first six
scheduled interest payments. The remainder of the net proceeds were restricted
to finance the cost of design, development, construction, acquisition,
installation and integration of telecommunications equipment. The Secured Notes
are secured by the assets financed with the proceeds and are subject to certain
debt covenants.

SENIOR SECURED DISCOUNT NOTES

In May 1998, the Company issued $300,000 in 10.5% senior secured discount
notes (the Senior Secured Discount Notes) maturing on May 1, 2008. The Senior
Secured Discount Notes were sold at a substantial

F-15
<PAGE> 55
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

discount and there will be no accrual of cash interest prior to May 1, 2003, or
payment of interest until November 1, 2003. The Senior Secured Discount Notes
accrete to a total principal amount, due May 1, 2008, of approximately $500,000.
The net proceeds from the sale of the Senior Secured Discount Notes are
restricted to finance the cost of design, development, construction,
acquisition, installation and integration of telecommunications equipment. The
Senior Secured Discount Notes are secured by the assets financed with the
proceeds and are subject to certain debt covenants.

The Company is a party to a registration rights agreement relating to the
Senior Secured Discount Notes whereby it agreed to consummate an exchange offer
for the Senior Secured Discount Notes pursuant to an effective registration
statement or cause the Senior Secured Discount Notes to be registered under the
Securities Act of 1933, as amended, pursuant to a shelf registration statement
by November 4, 1998. Although the Company has filed a registration statement on
Form S-4 with respect to an exchange offer for the Senior Secured Discount
Notes, it has not yet been declared effective. Therefore, in accordance with the
terms of the registration rights agreement, interest (in addition to the accrual
of original issue discount and interest otherwise due on the Senior Secured
Discount Notes after such date) on the Senior Secured Discount Notes accrue at
an annual rate of 0.5%, beginning November 4, 1998, and are payable in cash
semiannually in arrears, on each May 1 and November 1, commencing May 1, 1999,
until such exchange offer is consummated or a shelf registration statement is
declared effective. At December 31, 1998, the Company had accrued $396 in
additional interest related to the Senior Secured Discount Notes.

TOMEN FACILITY

In October 1994, the Company entered into a master financing agreement with
Tomen. Under the agreement, Tomen will loan up to $100,000 to subsidiaries of
the Company for development and construction of network projects. As of December
31, 1998, Tomen had provided a total of $69,468 (of which $45,262 was
outstanding at December 31, 1998) in debt financing to the Company's
subsidiaries for construction and operation of fiber optic networks in southern
California, New Mexico, Arizona and Hawaii. The Tomen financing is secured by
equipment at the funded network locations and is subject to certain debt
covenants.

NTFC CAPITAL CORPORATION (NTFC) AGREEMENT

In March 1997, the Company entered into a $50,000 (all of which was
outstanding at December 31, 1998) loan and security agreement with NTFC to
finance the purchase of certain equipment from Northern Telecom, Inc. Amounts
borrowed under the agreement bear interest at LIBOR plus 3.5% and will be repaid
in twenty quarterly installments beginning in March 1999. The loan is secured by
the equipment purchased with the proceeds and subject to certain debt covenants.

SIEMENS TELECOM NETWORKS (SIEMENS) AGREEMENT

In September 1996, the Company entered into a loan and security agreement
with Siemens. Under the terms of the agreement, Siemens will loan up to $226,000
to the Company for the purchase and installation of telecommunications switching
and related equipment. At December 31, 1998, $116,000 was available to the
Company and $9,463 was outstanding. Amounts borrowed under the agreement
initially bear interest at LIBOR plus 4.5% and are secured by the equipment.
Such interest decreases to LIBOR plus 3.5% at the time each initial loan is
converted to a term loan, which conversion occurs at the first calendar quarter
following the initial loan. Amounts borrowed under the agreement will be repaid
in twenty-four quarterly installments beginning five quarters after the initial
loan is converted to a term loan. The loan is subject to certain debt covenants.

F-16
<PAGE> 56
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SENIOR DISCOUNT NOTES AND CONVERTIBLE SENIOR SUBORDINATED DISCOUNT NOTES

In December 1995, the Company issued approximately $160,000 in 13.875%
senior discount notes (the Senior Notes) and $20,000 in 13.875% convertible
senior subordinated discount notes (the Convertible Notes) maturing on December
15, 2005 (together the Notes). The Notes were sold at a substantial discount and
there is no accrual of cash interest prior to December 15, 2000 or payment of
interest until June 15, 2001. The Notes accrete to a total principal amount, due
December 15, 2005, of approximately $351,300 by December 15, 2000. The Senior
Notes rank in right of payment with all unsubordinated indebtedness of the
Company while the Convertible Notes are junior to all senior Company debt.

Each of the Convertible Notes is convertible at the option of the holder
into common shares. The number of shares to be issued upon conversion is based
on an accreted value on the conversion date divided by $7.563. In addition, all
of the Convertible Notes may be automatically converted to common shares by the
Company if the Company's common shares sustain certain market value levels for
thirty consecutive trading days. On or after December 15, 2000, the Notes will
be redeemable at the option of the Company. The Notes are subject to certain
debt covenants.

SENIOR SUBORDINATED ACCRUAL NOTES

In November and December 1997, the Company issued $144,000 in 12.75% senior
subordinated accrual notes (the Accrual Notes). Cash interest on the Accrual
Notes will not be paid until May 15, 2003. The Accrual Notes are subordinated to
all senior indebtedness, including the Notes.

The Accrual Notes are redeemable at the option of the Company, in whole or
in part, after November 15, 2002. Prior to November 15, 2000, up to one-third of
the aggregate principal amount of the Accrual Notes may be redeemed by the
Company from the proceeds of one or more sales of the Company's common shares.
The Accrual Notes are subject to certain debt covenants.

DEBT COVENANTS AND CLASSIFICATION OF LONG TERM DEBT

In November 1998, the Company informed the Trustee who represents the
holders of the Senior Secured Notes, the Senior Secured Discount Notes, the
Senior Notes, the Convertible Notes and the Accrual Notes that it may have
violated certain technical covenants contained in the indentures related to each
of the aforementioned debt issuances. In February 1999, the Trustee informed the
note holders of the potential violations. The note holders have not declared a
default, as defined within the indentures of each of the notes. The Company has
classified the related debt obligations as non-current in the accompanying
consolidated balance sheets as management believes it is probable that, in the
event the note holders declare a default, the Company would be able to take
corrective actions to cure, within the prescribed grace period, those technical
violations deemed objectively-determinable.

(6) REDEEMABLE PREFERENCE SHARES

The Company's Board of Directors has the authority, without any further
vote or action by the Company's shareholders, to issue up to 10,000,000
Preference Shares, without par value, in one or more series and to determine the
designations, powers, preferences and relative, participating, optional or other
rights thereof, including, without limitation, the dividend rate (and whether
dividends are cumulative), conversion rights, voting rights, rights and terms of
redemption, redemption price and liquidation preference.

In February 1997, the Company consummated a $50,000 private placement of
500 Redeemable Preference Shares. The Redeemable Preference Shares do not pay
dividends in cash, except to the extent such dividends are paid on Common
Shares. In addition, the liquidation, conversion and redemption prices of the
Redeemable Preference Shares accrete semiannually at a rate of 11.875%.

F-17
<PAGE> 57
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company is required to redeem the Redeemable Preference Shares on
February 28, 2004 (the Mandatory Redemption Date) in cash at a redemption price
of approximately $224,000 per share (the Mandatory Redemption Price); provided
that to the extent the Company is prohibited from paying such redemption price
in cash, the holders of Redeemable Preference Shares have the option to convert
each Redeemable Preference Share into a number of Common Shares equal to the
Mandatory Redemption Price divided by 95% of the then market price for Common
Shares.

In the event the Company is prevented from paying the redemption price for
Redeemable Preference Shares in cash and any holder of Redeemable Preference
Shares does not exercise such conversion option, the Company has the option of
extending the Mandatory Redemption Date to August 28, 2007. The Company has the
option of redeeming the Redeemable Preference Shares at any time after February,
2000 in cash at a redemption price per Redeemable Preference Share equal to the
number of Common Shares into which such Redeemable Preference Share is then
convertible multiplied by the price at which such Redeemable Preference Share
would become subject to mandatory conversion.

Redeemable Preference Shares are convertible at the option of the holders
into Common Shares at any time after February 28, 2000 or earlier upon a change
of control of the Company. The holders of Redeemable Preference Shares have the
right to require the Company to repurchase their shares upon a change of control
of the Company after February 28, 2002; prior to that time, holders have a right
to convert their Redeemable Preference Shares into Common Shares upon a change
of control. Further, the Redeemable Preference Shares are subject to mandatory
conversion into Common Shares if the market price of Common Shares exceeds
$15.925 per share (subject to adjustment) for a specified period after February
28, 2000.

(7) SHAREHOLDERS' (DEFICIT) EQUITY

STOCK-BASED COMPENSATION

The Company has six stock-based compensation plans, which are described
below. The Company follows SFAS No. 123, Accounting for Stock-Based Compensation
(SFAS 123). In accordance with SFAS 123, the Company applies APB Opinion No. 25
and related Interpretations in accounting for its plans. Accordingly,
compensation cost is generally not recognized for options awarded in the 1995,
1996 and 1997 Stock Incentive Plans, the Employee Stock Purchase Plan and fixed
stock option awards under the Senior Operating and Executive Officer Stock
Option Plans. Compensation cost recognized in the statements of operations for
the year ended December 31, 1998, the three-month period ended December 31, 1997
and the years ended September 30, 1997 and 1996 totaled $(357), $149, $9,747 and
$666, respectively. The fair value of each option grant is estimated on the date
of the grant using the Black-Scholes option-pricing model assuming no dividend
yield and the following weighted average assumptions for options granted during
the year ended December 31, 1998, the three-month period ended December 31, 1997
and for the years ended September 30, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
OPTION AWARDS
------------------------------
DECEMBER 31, SEPTEMBER 30,
------------ --------------
1998 1997 1997 1996
---- ---- ----- -----
<S> <C> <C> <C> <C>
Expected volatility...................................... 62% 58% 56% 60%
Risk free interest rate.................................. 5.2% 5.4% 6.3% 6.1%
Expected life (in years)................................. 3.5 3.5 3.5 3.5
</TABLE>

F-18
<PAGE> 58
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
EMPLOYEE STOCK PURCHASE PLAN
------------------------------
DECEMBER 31, SEPTEMBER 30,
------------ --------------
1998 1997 1997 1996
---- ---- ----- -----
<S> <C> <C> <C> <C>
Expected volatility...................................... 62% 58% 56% 60%
Risk free interest rate.................................. 4.8% 5.3% 5.4% 5.3%
Expected life (in years)................................. .5 .5 .5 .5
</TABLE>

The weighted average fair value of stock awards granted under the various
plans are as follows:

<TABLE>
<CAPTION>
THREE-MONTH YEAR ENDED
YEAR ENDED PERIOD ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, --------------
1998 1997 1997 1996
------------ ------------ ----- -----
<S> <C> <C> <C> <C>
Stock option awards....................... $6.50 $6.17 $4.68 $4.71
Employee stock purchase plan.............. 2.16 1.81 1.81 2.85
</TABLE>

Had compensation cost for the Company's six stock-based compensation plans
been determined pursuant SFAS 123, the Company's net loss and net loss per share
would have increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
THREE-MONTH YEAR ENDED
YEAR ENDED PERIOD ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, ---------------------
1998 1997 1997 1996
------------ ------------ --------- --------
<S> <C> <C> <C> <C>
Net loss:
As reported...................... $(154,690) $(39,593) $(113,338) $(60,378)
Pro forma........................ (163,078) (41,342) (116,214) (61,949)
Net loss per share, basic and
diluted:
As reported...................... $ (4.52) $ (1.39) $ (4.71) (3.18)
Pro forma........................ (4.75) (1.44) (4.82) (3.24)
</TABLE>

Pro forma net loss reflects only options granted since October 1, 1995.
Therefore, the full impact of calculating compensation cost for stock options
under SFAS 123 is not reflected in the pro forma net loss amounts presented
above because compensation cost is reflected over the options' vesting period
and compensation cost for options granted prior to September 30, 1995 is not
considered.

STOCK OPTION AWARDS

Under the 1995, 1996 and 1997 Stock Option Plans (the Plans), the Company
has authorized the issuance of 1,750,000, 1,000,000 and 1,000,000 common shares,
respectively. The Plans provide for the granting of incentive stock options and
non-statutory stock options to employees, officers and employee directors and
consultants at an exercise price no less that 100% of the market value on the
last trading day prior to the date of grant. The options have a maximum term of
five years and become exercisable at such times and in such installments, for
each individual option, as determined by the Board of Directors; however, no
option vests until at least six months after the date of grant.

In addition, the Company grants fixed option awards under the 1996 Senior
Operating Officer Stock Option Plan (Operating Officer Plan). These options have
a term of five years and become exercisable at such time and in such
installments for each individual option, as determined by the Board of
Directors.

Under the Operating Officer Plan and the 1996 Senior Executive Officer
Stock Option Plan (Executive Plan), the Company may grant stock options to
purchase up to 900,000 and 600,000 common shares, respectively, to selected
individuals. Vesting for certain performance-based awards is based upon the

F-19
<PAGE> 59
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

achievement of certain Company operating and common share price milestones. The
options have a maximum term of six years.

A summary of the status of the Company's fixed and performance-based stock
option awards as of December 31, 1998 and 1997 and September 30, 1997 and 1996
and the changes during the period and years ended on those dates is presented
below:

<TABLE>
<CAPTION>
STOCK OPTIONS AWARDS
----------------------
WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE
---------- --------
<S> <C> <C>
Outstanding at September 30, 1995........................... 1,605,553 $5.81
Granted..................................................... 1,563,373 9.43
Exercised................................................... (67,500) 4.33
Canceled.................................................... (40,221) 6.54
----------
Outstanding at September 30, 1996........................... 3,061,205 7.68
Granted..................................................... 1,490,000 9.91
Exercised................................................... (643,016) 5.15
Canceled.................................................... (83,655) 8.89
----------
Outstanding at September 30, 1997........................... 3,824,534 8.95
Granted..................................................... 175,000 10.29
Exercised................................................... (158,209) 7.00
Canceled.................................................... (236,218) 10.94
----------
Outstanding at December 31, 1997............................ 3,605,107 8.97
Granted..................................................... 2,927,357 11.02
Exercised................................................... (429,350) 7.58
Canceled.................................................... (1,807,987) 12.20
----------
Outstanding at December 31, 1998............................ 4,295,127 9.15
==========
Number of options exercisable at end of period.............. 1,413,134 $8.14
==========
</TABLE>

The following table summarizes information about stock options outstanding
at December 31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ------------------------------------------------------ ----------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
NUMBER REMAINING AVERAGE NUMBER AVERAGE
RANGE OF OF SHARES CONTRACTUAL EXERCISE OF SHARES EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- --------------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$ 3.00 - 5.99 93,510 .2 years $ 5.00 92,472 $5.00
6.00 - 8.99 1,899,739 3.2 years 7.01 695,295 6.90
9.00 - 11.99 1,812,800 3.6 years 10.09 625,367 9.98
12.00 - 15.00 489,078 3.5 years 14.77 -- --
</TABLE>

On December 14, 1998, options to purchase 1,197,830 shares were repriced
from prices ranging between $8.25 and $15.00 per share, to $7.15 per share. The
vesting terms for the repriced options were extended from three to four years
from the original date of grant. Options for directors, officers and key
executives were not repriced.

F-20
<PAGE> 60
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

EMPLOYEE STOCK PURCHASE PLAN

Under the 1996 Employee Stock Purchase Plan (the Purchase Plan), the
Company has authorized the issuance of 500,000 common shares which allows
eligible employees of the Company to purchase common shares of the Company at
85% of the market value on the date of grant. Employees who own 5% or more of
the voting rights of the Company's outstanding common shares may not participate
in the Purchase Plan. Employees purchased 220,843, 75,198, 62,993 and 13,558
shares under the purchase plan during the year ended December 31, 1998, the
three-month period ended December 31, 1997 and the years ended September 30,
1997 and 1996, respectively.

WARRANTS OUTSTANDING

Warrants outstanding and exercisable at December 31, 1998:

<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES
ISSUABLE EXERCISE PRICE EXPIRATION DATE
- ------------- -------------- ---------------
<S> <C> <C>
50,000 $10.00 April 1999
75,000 12.61 September 1999
300,000 6.75 September 2000
</TABLE>

The 50,000 warrants expiring in April 1999 were granted in conjunction with
a private placement of common shares during 1994. The 75,000 warrants expiring
in September 1999 were granted to Tomen in conjunction with the Tomen financing
agreements. The 300,000 warrants expiring in September 2000 were granted to a
director of the Company.

DIVIDEND RESTRICTIONS

The indentures related to the Secured Notes, the Senior Secured Discount
Notes, the Notes and the Accrual Notes prohibit the payment of dividends.

(8) INCOME TAXES

The provision for income taxes differs from the amount computed by applying
the Canadian statutory income tax rate to net income before taxes for the year
ended December 31, 1998, the three-month period ended December 31, 1997 and the
years ended September 30, 1997 and 1996 as follows:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, SEPTEMBER 30, SEPTEMBER
1998 1997 1997 1996
------------ ------------ ------------- ---------
<S> <C> <C> <C> <C>
Computed expected income tax expense
(benefit) at Canadian statutory rate.... (39)% (39)% (39)% (39)%
Expected state/province income tax expense
(benefit)............................... (5) (4) (4) (4)
Increase in valuation allowance........... 41 37 30 21
Amortization of goodwill.................. 1 1 1 1
Effect of difference in United States
statutory rate.......................... 5 5 5 5
Effect of acquisition of new
subsidiaries............................ 1 -- 2 10
Non-deductible interest................... -- 2 2 2
Other..................................... (4) -- 4 4
--- --- --- ---
Income tax expense........................ --% 2% 1% --%
=== === === ===
</TABLE>

F-21
<PAGE> 61
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The tax effects of
significant items comprising the Company's deferred tax asset and liability are
as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1998 1997
--------- --------
<S> <C> <C>
Deferred tax assets:
United States Federal and state net operating loss
carryforwards.......................................... $ 76,241 $ 47,550
Canadian net operating loss carryforwards................. 15,975 5,001
Non-deductible interest................................... 39,199 18,365
Canadian non-deductible interest.......................... 5,269 2,859
Canadian capital loss carryforward........................ 128 128
Other..................................................... 3,361 4,528
--------- --------
Total gross deferred tax assets........................ 140,173 78,431
Less valuation allowance.................................. (129,757) (67,970)
--------- --------
Total deferred tax assets.............................. 10,416 10,461
--------- --------
Deferred tax liabilities:
Furniture, fixtures and equipment, due to differences in
depreciation........................................... 6,217 5,398
Capitalized software/intangibles.......................... 4,199 5,498
--------- --------
Total gross deferred tax liabilities................... 10,416 10,896
--------- --------
Net deferred tax liabilities........................... $ -- $ (435)
========= ========
</TABLE>

The valuation allowance for deferred tax assets as of October 1, 1995 was
$6,734. The net change in total valuation allowance for the year ended December
31, 1998, the three-month period ended December 31, 1997 and for the years ended
September 30, 1997 and 1996 was an increase of $61,787, $14,490, $34,051 and
$12,695, respectively.

The Company has non-capital losses for income tax purposes of approximately
$35,501 available to reduce Canadian taxable income of future years, expiring as
follows:

Based on a history of recurring losses, it is questionable whether the
Company will be allowed to utilize these Canadian losses if the tax authority
determines that the Company has no reasonable expectation of profit. As of
December 31, 1998, the Company also has a Canadian net capital loss carryforward
of $280. Net capital losses can be carried forward indefinitely but can only be
utilized to offset taxable capital gains.

F-22
<PAGE> 62
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company has net operating losses for income tax purposes of
approximately $208,923 available to reduce United States taxable income of
future years, expiring as follows:

Approximately 58% of these net operating losses may be utilized for state
income tax purposes.

For United States income tax purposes, utilization of net operating losses
may be subject to limitation in the event of certain substantial stock ownership
changes pursuant to IRC Section 382 and referred to hereinafter as an ownership
change. An ownership change would limit the utilization of any net operating
losses incurred prior to the change in ownership date. The Company has completed
an analysis under IRC Section 382 and has determined that no ownership change
has occurred.

(9) LEASES

The Company is obligated under capital lease agreements for equipment and
network facilities which expire at various dates during the next twenty years.
Certain of these agreements contain clauses which allow the lessor to cancel the
agreement upon twelve-month written notice. However, the Company believes that
the likelihood of such clauses being exercised is remote. Gross amounts of
assets and related accumulated amortization recorded under capital leases were
as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1998 1997
-------- --------
<S> <C> <C>
Network facilities and equipment....................... $ 33,540 $ 27,003
Less accumulated amortization.......................... (9,307) (6,408)
-------- --------
$ 24,233 $ 20,595
======== ========
</TABLE>

Amortization of assets held under capital leases is included in
depreciation expense.

The Company also has noncancelable operating leases, primarily for
facilities, which expire over the next five years. Rental expense under
operating leases was $6,281, $1,114, $3,385, and $1,501 for the year ended
December 31, 1998, the three-month period ended December 31, 1997 and the years
ended September 30, 1997 and 1996, respectively.

F-23
<PAGE> 63
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum lease payments under noncancelable leases (with initial or
remaining lease terms in excess of one year) and future minimum capital lease
payments as of December 31, 1998 are:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
------- ---------
<S> <C> <C>
Year ending December 31:
1999..................................................... $10,661 $ 5,369
2000..................................................... 7,430 4,298
2001..................................................... 4,043 3,540
2002..................................................... 3,476 3,422
2003..................................................... 3,229 3,217
Thereafter............................................... 12,578 9,418
------- -------
Total minimum lease payments........................ 41,417 $29,264
------- =======
Less amounts representing interest (at rates ranging from
9% to 17%)............................................. 16,027
-------
Net minimum lease payments............................... 25,390
Less current portion of obligations under capital
leases................................................. 5,649
-------
Obligations under capital leases, excluding current
portion................................................ $19,741
=======
</TABLE>

(10) COMMITMENTS AND CONTINGENCIES

PENSION AND PROFIT SHARING PLANS

In 1995, the Company adopted a defined contribution 401(k) plan (the Plan).
Employees are eligible to participate in the Plan upon commencement of service.
Participants may defer up to 15% of eligible compensation. Currently, the
Company does not provide matching contributions for the Plan.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with key members of
management. These agreements provide for certain payments in the event of death,
disability and change of control. The agreements also contain covenants not to
compete.

CONSTRUCTION CONTRACTS

The Company has entered into an agreement to jointly construct a longhaul
fiber and conduit network system. Pursuant to the agreement, the Company is
committed to pay approximately $50,000 in construction costs during 1999. The
Company is party to various other construction contracts arising in the ordinary
course of business

(11) LEGAL PROCEEDINGS

(a) GLOBAL AND CURRENT AND FORMER OFFICERS AND DIRECTORS

On October 20, 1998, the Company and GST Telecom, filed a Complaint in the
Superior Court of California, County of Santa Clara, against Global and six
current and former GST officers and directors (the Defendants). The Complaint
includes claims for fraud, negligent misrepresentation, unjust enrichment, and
unfair competition primarily related to the alleged misappropriation of a
Mexican business opportunity. The

F-24
<PAGE> 64
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

complaint seeks an accounting, a constructive trust, and restitution of GST's
interest in the opportunity and also seeks unspecified exemplary and punitive
damages and attorneys' fees.

On January 27, 1999, Global and GST Mextel, Inc. ("Mextel") filed a
Complaint in the Supreme Court of British Columbia, against GST and GST Telecom.
The Complaint, which arises from the same matters for which GST and GST Telecom
brought such against Global et al. in the Superior Court of California, includes
claims for declaratory and injunctive relief and unspecified general and special
damages. The Company denies liability, and will vigorously dispute the
allegations in the Complaint.

On January 28, 1999, five current or former GST officers or directors filed
a Complaint in the Supreme Court of British Columbia against the Company, GST
Telecom and four current GST directors. The Complaint, which arises from the
same matters for which GST and GST Telecom brought such against Global, et al,
in the Superior Court of California, includes claims for oppression and
declaratory relief, and seeks unspecified actual and punitive damages, cost, and
attorneys' fees. The Company and its directors deny liability, and will
vigorously dispute the allegations in the Complaint.

(b) DIRECTOR AND FORMER COUNSEL

On December 16, 1998, GST, GST USA, Inc. (GST USA) and GST Telecom filed a
Complaint in the United States District Court, Southern District of New York,
against a current director and a law firm which previously represented the
Company as general counsel. The Complaint includes claims for professional
negligence, breach of fiduciary duty, and breach of contract, and seeks
compensatory damages and attorneys' fees.

On February 12, 1999, the current director filed his Answer to the
Complaint. The law firm filed its Answer and Counterclaims to the Complaint on
February 17, 1999. The law firm counterclaimed against GST, GST USA and GST
Telecom for breach of contract, unjust enrichment, quantum meruit, and "account
stated," based on invoices submitted to GST of approximately $250. No trial date
has been set.

On January 25, 1999, the Company's former Chairman and Chief Executive
Officer, filed a Complaint in the Superior Court of Washington, King County,
against GST, GST USA and GST Telecom. The Complaint, which relates to the
circumstances under which the former Chairman and Chief Executive Officer ceased
to serve as an officer and director of GST, includes claims for breach of
employment agreement, breach of the covenant of good faith and fair dealing,
violation of wage statutes, and indemnity.

On February 23, 1999, the Company answered by denying all liability and
filed counterclaims against the former Chairman and Chief Executive Officer,
Global and five other current or former officers and directors for liability
with respect to the matters leading to the termination of the former Chairman
and Chief Executive Officer's employment. In particular, GST seeks recovery
under Washington law for matters described in note 11(a), above, as well as for
breaches committed with respect to the wrongful use of GST funds for the
purchase of telecommunications licenses.

(d) FORMER TREASURER

On February 9, 1999, the Company filed a Complaint in the Superior Court
for the State of Washington, Clark County, against the former treasurer of the
Company. The Complaint is based on alleged misconduct

F-25
<PAGE> 65
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and includes claims for fraud, breach of fiduciary duty, unjust enrichment, and
unfair business practices, and seeks an accounting, imposition of a constructive
trust, compensatory damages, costs of suit, attorneys' fees, and treble damages.
In particular, the Complaint seeks relief based on misuse of insider information
in the purchase of stock, wrongful disbursements to third parties, and
involvement in a fraudulent release of stock from escrow. The defendant has not
yet responded to the Complaint.

Pursuant to the guidance set forth in SFAS 5, Accounting for Contingencies,
the Company has accrued certain loss provisions related to the legal proceedings
detailed above. In the opinion of management, the ultimate disposition of such
matters will not have a material adverse effect on the Company's consolidated
financial position, results of operations or cash flows.

The Company is also involved in various other claims and legal actions
arising in the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material effect on the
Company's consolidated financial position, results of operations or cash flows.

(12) RELATED PARTY TRANSACTIONS

MAGNACOM WIRELESS, LLC (MAGNACOM)

In 1996, the Company and Magnacom, a company owned by the Company's former
Chairman and Chief Executive Officer, entered into a reseller agreement pursuant
to which (i) the Company was to become a reseller of PCS services in markets in
which Magnacom had obtained FCC licenses and (ii) Magnacom was to use the
Company to provide switched local and long distance services in markets where
the Company had operational networks. Pursuant to such agreement, the Company
paid Magnacom $200, $0, $8,403 and $5,997 during the year ended December 31,
1998, the three months ended December 31, 1997, and the years ended September
30, 1997 and 1996, respectively. In addition, the Company made operating
advances to Magnacom of $925, $91 and $52 during the year ended December 31,
1998, the three months ended December 31, 1997 and the year ended September 30,
1997, respectively.

In October 1998, Magnacom filed a petition for reorganization under Chapter
11 of the United States Bankruptcy Code. As a result, the Company wrote-off all
amounts previously paid to Magnacom in the third quarter of 1998. The total
write-off of approximately $15,668 is included in special charges in the
accompanying consolidated statement of operations for the year ending December
31, 1998. The transactions with Magnacom form the basis for certain of the legal
proceedings described in notes 11(b), 11(c) and 11(d).

PACWEST NETWORK, INC. (PNI)

The operations of the Company's Hawaiian microware network require the use
of radio licenses from the FCC. Such licenses are owned by PNI, a company
controlled by the Company's former Chairman and Chief Executive Officer. Under
agreements between the Company and PNI, (1) the Company pays a monthly fee to
PNI to utilize PNI's licenses for its communications traffic and (2) PNI pays an
equal monthly fee to the Company for the right to utilize the Company's
facilities for other communications traffic using up to 10% of PNI's license
capacity.

GLOBAL

In a series of transactions during the third and fourth quarters of 1996,
the Company acquired 3,600,000 shares of Canadian Programming Concepts, Inc.
(CPC), a Canadian corporation which is publicly traded on the Vancouver Stock
Exchange, for consideration of $3,659. CPC's name was subsequently changed to
Global. The Company's shares constitute approximately 19% of Global's total
outstanding shares at December 31, 1998. Global owes the Company $456 at
December 31, 1998 for reimbursement of expenses made by the Company on behalf of
Global. As noted in note 11(a), the Company is currently in litigation with
Global.

F-26
<PAGE> 66
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

TOMEN

Under the Tomen facility, Tomen has the right to act as procurement agent
for each network project it finances. The Company has purchased equipment
through Tomen at competitive prices. Additionally, an up front fee of 1.50% of
the aggregate principal amount of each project loan advanced and a commitment
fee of .50% per annum on the unused portion of each project loan is payable to
Tomen.

Pursuant to the Tomen agreements, Tomen has purchased 1,586,595 shares of
common stock for total cash consideration of $10,400 and holds a warrant to
purchase an additional 75,000 shares of common stock at $12.61 per share,
expiring in September 1999.

OTHER

The Company paid approximately $1,929, $104, $2,066 and $2,264 in legal
fees during the year ended December 31, 1998, the three-month period ended
December 31, 1997 and the years ended September 30, 1997 and 1996, respectively,
to a law firm having a member who is a director of the Company. As noted in note
11(b), the Company is currently in litigation with both the director and the
related law firm.

Prior to June 1997, the Company's former Chairman and Chief Executive
Officer served as a paid consultant to Tomen. Additionally, Pacwest received a
fee equal to 1% of the aggregate debt and equity financing provided by Tomen to
the Company through October 1997. Such fees incurred by the Company totaled $437
and $195 during the years ended September 30, 1997 and 1996.

(13) SEGMENTS

The Company has adopted SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information. As an integrated communications provider,
the Company has one reportable operating segment. While the Company's chief
decision-makers monitor the revenue streams of various services, operations are
managed and financial performance is evaluated based upon the delivery of
multiple services over common network and facilities. This allows the Company to
leverage its network costs in an effort to maximize return. As a result, there
are many shared expenses generated by the various revenue streams; because
management believes that any allocation of the expenses to multiple revenue
streams would be impractical and arbitrary, management does not currently make
such allocations internally. The chief decision-makers do, however, monitor
revenue streams at a more detailed level than those depicted in the Company's
historical general purpose financial statements. The following table presents
revenues by service type:

<TABLE>
<CAPTION>
THREE-MONTH YEAR ENDED
YEAR ENDED PERIOD ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, -------------------
1998 1997 1997 1996
------------ ------------ -------- -------
<S> <C> <C> <C> <C>
Local services............................... $ 48,859 $ 7,034 $ 16,993 $ 3,934
Long distance services....................... 65,701 12,609 44,981 17,205
Data services................................ 8,770 1,100 2,000 --
Internet services............................ 8,404 1,013 3,006 1,311
Longhaul services............................ 23,499 4,883 12,057 9,068
Product...................................... 4,708 8,706 23,374 9,573
Other........................................ 3,376 913 3,556 208
-------- ------- -------- -------
Total revenue................................ $163,317 $36,258 $105,967 $41,299
======== ======= ======== =======
</TABLE>

Substantially all of the Company's revenue is attributable to customers in
the United States. Additionally, all significant operating assets are located
within the United States.

F-27
<PAGE> 67
GST TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(14) SPECIAL CHARGES

Special charges for the year ended December 31, 1998 consist of (i) a
$15,668 write-off of amounts paid to Magnacom (see note 12), (ii) $13,799 in
charges for abandoned and impaired projects resulting from a change in the
Company's strategic direction to focus on its core, domestic-based business, and
(iii) $1,113 in costs related primarily to the severance of former members of
management. Of such items, only the severance costs are accrued on the Company's
balance sheet at December 31, 1998, and the Company expects that such costs will
be paid out in the first quarter of 1999.

Special charges for the year ended September 30, 1997 relate to a $7,445
non-cash compensation charge incurred when 750,000 common shares were released
from escrow to former members of management. This transaction is part of the
litigation described in note 11(d).

(15) FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts and notes receivable, accounts payable and accrued
expenses approximate fair values due to the short term maturities of those
instruments. The carrying amounts for current and non-current restricted
investments approximate fair value due to the composition of such investments
and the related maturities. The carrying amount of unrestricted investments is
based upon fair value as determined by quoted market prices.

The following table details the carrying amounts and estimated fair values
of long-term debt and redeemable preference shares (the financial instruments
for which carrying value and estimated fair value differ at December 31, 1998):

<TABLE>
<CAPTION>
DECEMBER 31, 1998
--------------------
CARRYING FAIR
AMOUNT VALUE
-------- --------
<S> <C> <C>
Long-term debt:
Senior secured notes, 13.25%.............................. $265,000 $273,933
Senior secured discount notes, 10.5%...................... 320,997 239,555
Senior discount notes, 13.875%............................ 240,304 228,415
Convertible senior subordinated Discount notes, 13.875%... 29,884 28,406
Senior subordinated accrual notes, 12.75%................. 144,000 133,920
Redeemable preference shares, 11.875%....................... 61,741 54,950
</TABLE>

The fair value of publicly traded long-term debt is estimated based on
quoted market prices. For substantially all other long-term debt, carrying
amounts approximate fair values as incremental borrowings available to the
Company are at similar rates and terms. The fair value of redeemable preference
shares is estimated based upon rates available to the Company for redeemable
preferred equity with similar maturities and features.

Fair value estimates are made at a specific point in time based on relevant
market information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision. Changes in
assumptions could significantly impact the estimates.

F-28
<PAGE> 68

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
GST Telecommunications, Inc.:

Under date of March 1, 1999, we reported on the consolidated balance sheets of
GST Telecommunications, Inc. and subsidiaries as of December 31, 1998 and 1997,
and the related consolidated statements of operations, shareholders' (deficit)
equity, and cash flows for the year ended December 31, 1998, the three-month
period ended December 31, 1997, and for each of the years in the two-year period
ended September 30, 1997, which are included in the annual report on Form 10-K
for the year ended December 31, 1998. In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the
related consolidated financial statement schedule as listed in the accompanying
index. This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

/s/ KPMG PEAT MARWICK LLP

Portland, Oregon
March 1, 1999

S-1

<PAGE> 69

GST TELECOMMUNICATIONS, INC.

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
BALANCE AT CHARGED WRITTEN OFF BALANCE AT
BEGINNING TO BAD DEBT AGAINST END
ALLOWANCE FOR DOUBTFUL ACCOUNTS OF PERIOD EXPENSE EXPENSE OF PERIOD
- ------------------------------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Year ended December 31, 1998.................... 3,956 4,776 3,250 5,482
Three months ended December 31, 1997............ 3,582 1,541 1,167 3,956
Year ended September 30, 1997................... 1,264 5,737 3,419 3,582
Year ended September 30, 1996................... 1,402 1,809 1,947 1,264
</TABLE>

S-2
<PAGE> 70

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Vancouver, State of Washington, on the 12th day of March, 1999.

GST TELECOMMUNICATIONS, INC.

By: /s/ ROBERT A. FERCHAT
------------------------------------
Robert A. Ferchat,
Chairman of the Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert A. Ferchat, Joseph A. Basile, and Daniel
Trampush his true and lawful attorney-in-fact, each acting alone, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities to sign any and all amendments to this report,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or their substitutes,
each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been duly signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ ROBERT A. FERCHAT Chairman of the Board and Director March 12, 1999
- ---------------------------------------------
(Robert A. Ferchat)

/s/ JOSEPH A. BASILE President, Chief Executive Officer March 12, 1999
- --------------------------------------------- (Principal Executive Officer)
(Joseph A. Basile) and Director

/s/ DANIEL L. TRAMPUSH Senior Vice President and Chief March 12, 1999
- --------------------------------------------- Financial Officer (Principal
(Daniel L. Trampush) Financial Officer)

/s/ MICHAEL R. VESTAL Treasurer (Principal Accounting March 12, 1999
- --------------------------------------------- Officer)
(Michael R. Vestal)

/s/ JACK G. ARMSTRONG Director March 12, 1999
- ---------------------------------------------
(Jack G. Armstrong)

/s/ MITSUHIRO NAOE Director March 12, 1999
- ---------------------------------------------
(Mitsuhiro Naoe)

/s/ JOSEPH G. FOGG, III Director March 12, 1999
- ---------------------------------------------
(Joseph G. Fogg, III)
</TABLE>
<PAGE> 71

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

Director
- ---------------------------------------------
(Stephen Irwin)

Director
- ---------------------------------------------
(Peter E. Legault)

/s/ A. ROY MEGARRY Director March 12, 1999
- ---------------------------------------------
(A. Roy Megarry)

The Company's Authorized
Representative
in the United States

/s/ DANIEL L. TRAMPUSH
- ---------------------------------------------
Daniel L. Trampush
</TABLE>

<PAGE> 1

EXECUTIVE EMPLOYMENT AGREEMENT

PARTIES: GST USA, INC. (a Delaware Corporation)
4317 NE Thurston Way,
Vancouver, Washington 98662 ("Corporation")

JOSEPH A. BASILE, Jr.
17311 NE 40th Street
Vancouver, Washington 98682 ("Executive")

EFFECTIVE DATE: October 20, 1998

RECITALS:

A. Corporation employed Executive under an employment agreement dated
March 11, 1997;

B. Corporation and Executive wish to modify the terms of Executive's
employment with Corporation as set forth in this Agreement.

In consideration of the mutual promises set forth herein, the parties agree
as follows:

ARTICLE 1

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the
definitions set forth below:

1.1 "BASE SALARY" means Twenty-Seven Thousand Eighty-Three and 33/100
dollars ($27,083.33) monthly.

1.2 "BOARD" means the Board of Directors of GST.

1.3 "CAUSE" means, for purposes of Section 4.2 and Section 4.3, any one or
more of the following: (i) the willful and repeated failure of Executive to
perform any material duties hereunder or gross negligence of Executive in the
performance of such duties, and if such failure or gross negligence is
susceptible of cure by Executive, the failure to effect such cure within 20 days
after written notice of such failure or gross negligence is given to Executive;
(ii) excessive use of alcohol or illegal drugs interfering with the performance
of Executive's duties hereunder; (iii) theft, embezzlement, fraud,
misappropriation of funds, other acts of dishonesty or the violation of any law
or ethical rule relating to Executive's employment by the Corporation; (iv) the
conviction of a felony or other crime involving moral turpitude by Executive; or
(v) the breach by Executive of any other material provision of this Agreement,
and if such breach is susceptible of cure by Executive, the failure to effect
such cure within 30 days after written notice of such breach is given to
Executive.

1.4 "CHANGE IN CONTROL" means, for the purpose of Section 3.4, (i) the
direct or indirect sale, lease, exchange or other transfer of all or
substantially all (50% or more) of the assets of GST or of the Corporation to
any person or entity or group of persons or entities acting in concert as a
partnership or other group (a "Group of Persons") excluding the GST Companies,
(ii) the merger, consolidation or other business combination of either or both
of GST and the Corporation with or into another corporation with the effect that
the shareholders of GST or the Corporation, as the case may be, immediately
before the merger, consolidation or other business combination, hold immediately
after any such transaction, 50% or less of the combined voting power of the then
outstanding securities of the surviving corporation of such merger,
consolidation or other business combination ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election
of directors of such surviving entity, or (iii) a person or Group of Persons
shall, as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases or otherwise (except for the ownership of the
Corporation's stock by GST) have become the beneficial owner (within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
securities of GST or of the Corporation representing (except for the ownership
of the Corporation's stock by GST) 50% or more of

1
<PAGE> 2

the combined voting power of the then outstanding securities of such corporation
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of directors.

1.5 "CORPORATION" means GST USA, INC., a Delaware Corporation.

1.6 "DISABILITY" OR "DISABLED" means the inability of Executive due to
mental or physical impairment, despite reasonable accommodation by the
Corporation, to perform the duties of his position for a period of 135 days in
any consecutive 225 day period. A determination of Disability shall be made by a
qualified physician agreed upon by Executive and the Board. Executive shall
cooperate in promptly providing medical records and submitting to a medical
examination as reasonably necessary to determine whether a Disability exists.

1.7 "FAIR MARKET VALUE" means the closing price of the Common Shares of
GST on the U.S. national securities exchange on which the Common Shares are
listed (if the shares are so listed) or on the Nasdaq National Market or Small
Cap Market (if the Common Shares are regularly quoted on the Nasdaq National
Market or Small Cap Market), or, if not so listed or regularly quoted or if
there is not such closing price, the mean between the closing bid and asked
prices of the Common Shares in the over-the-counter market or on such exchange
or on Nasdaq, or, if such bid and asked prices shall not be available, as
reported by any nationally recognized quotation service selected by the
Corporation. On the date hereof, the Common Shares are listed and traded on
Nasdaq and the Vancouver Stock Exchange.

1.8 "GST" means GST Telecommunications, Inc., a Federally Chartered
Canadian Corporation.

1.9 "GST COMPANIES" means the Corporation, its parent corporation, GST,
and GST's subsidiaries.

ARTICLE 2

EMPLOYMENT, DUTIES AND TERM

2.1 EMPLOYMENT. Corporation hereby employs Executive as President and
Chief Executive Officer of GST and the Corporation, respectively, under the
terms and conditions set forth in this Agreement, subject to the control and
direction of the Board.

2.2 DUTIES. Executive's duties shall include such duties as assigned by
the Board from time to time, as reasonably consistent with responsibilities
customarily assumed by executives with similar titles in GST's industry.
Executive shall devote his full-time and best efforts to the GST Companies and
fulfilling the duties of his position. Executive shall comply with the policies
and procedures of the GST Companies to the extent they are not inconsistent with
this Agreement, in which case the provisions of this Agreement prevail. While
employed by the Corporation, Executive shall not accept employment or perform
services of any nature for any business enterprise other than the Corporation.
Executive shall be elected to, and serve without additional compensation, such
offices of the GST Companies as may from time to time be determined by the
Board. Executive's primary place of employment will be Vancouver, Washington but
he will be required to travel from time to time to perform his duties.

2.3 TERM. This Agreement and Executive's employment shall commence on the
date of this Agreement and continue to and include the day preceding the fourth
anniversary date hereof unless earlier terminated as provided in this Agreement.

ARTICLE 3

COMPENSATION AND EXPENSES

3.1 BASE SALARY. For the services rendered under this Agreement, during
the term of Executive's employment, the Corporation shall pay Executive the Base
Salary, payable in accordance with Corporation's normal payroll practices.

3.2 BONUS COMPENSATION. Executive shall be eligible to participate in the
Variable Incentive Plan applicable to Corporation executives, as adopted and
modified by the Board from time to time.
2
<PAGE> 3

3.3 BUSINESS EXPENSES. Corporation shall reimburse Executive for the
necessary and reasonable business expenses incurred by Executive in performing
his duties as an employee of the Corporation, subject to Corporation's generally
applicable policies relating to amounts and documentation of expenses.

3.4 STOCK OPTIONS GRANT. GST will grant Executive stock options subject to
the following conditions:

3.4.1 GST will grant Executive options to purchase up to One Million
(1,000,000) GST Common Shares at an exercise price equal to the Fair Market
Value of the shares on January 11, 1999. Such options shall be granted upon
Executive's execution of this Agreement.

3.4.2 Options shall vest as follows: (i) 25% of the 1,000,000 shares
subject to the option shall vest on the first anniversary date of this
Agreement, (ii) 1/36th of the 1,000,000 shares subject to the option shall
vest on the completion of each full calendar month following the date of
this Agreement; provided, however, any and all unvested options granted
pursuant to this Section 3.4 shall vest and become immediately exercisable
upon a Change in Control; only if (i) in the event of such Change of
Control, Executive does not receive substituted options with substantially
the same benefits as those provided herein; and (ii) if such acceleration
does not cause, either with or without any other transaction, an inability
of a Change of Control transaction to be accounted for as a pooling of
interest, if applicable or desired.

3.4.3 The options granted pursuant to this Section 3.4 are subject to
the terms and conditions of any applicable Stock Option Plan designated by
GST as a source of shares to comply with Section 3.4 herein.

3.5 OTHER STOCK OPTIONS. Executive hereby acknowledges that all options to
purchase common shares of GST held by Executive that have not vested as of the
date of this Agreement, including without limitation, all unvested stock option
grants or rights thereto Executive holds or claims pursuant to his employment
agreement dated March 11, 1997, are null and void and of no force or effect.

3.6 BENEFITS, VACATION. Executive shall be offered the following
employment-related benefits:

3.6.1 Insurance: Executive shall be offered such health, life, and
disability insurance and employment-related benefits as are available to
other executive employees of Corporation, subject to any and all terms,
conditions, and eligibility requirements imposed by the Corporation or the
benefit provider. These terms, conditions, and eligibility requirements,
and the availability of specific benefits, may change from time to time or
be eliminated by the Corporation.

3.6.2 Vacation: Executive shall be entitled to four weeks' paid
vacation each year. Vacation not used as of each anniversary date of this
Agreement shall not be carried over but shall be paid out to Executive at
his Base Salary rate.

3.6.3 Car Allowance: Executive shall receive an expense allowance of
One Thousand and 00/100 dollars ($1,000.00) per month for the cost of
operating and maintaining a motor vehicle to assist Executive in rendering
services to the Corporation, plus automobile liability insurance with
coverage in an amount appropriate to his potential liability. Executive
will not be required to submit to the Corporation documentation relating to
this automobile allowance.

3.6.4 D & O Insurance: So long as the Corporation or GST provides
directors' and officers' liability insurance coverage for the directors and
officers of GST and the Corporation generally, the Corporation shall use
its best efforts to cause GST to obtain and maintain, at GST's expense,
such coverage applicable to Executive. Executive shall not be required to
serve in any office of the GST Companies if such coverage is not applicable
to his service in such office.

3.7 WITHHOLDING. All compensation paid or benefits provided to Executive
by the Corporation shall be subject to tax or other withholding as required by
law.

3
<PAGE> 4

ARTICLE 4

EARLY TERMINATION

4.1 EARLY TERMINATION. This Article governs termination of this Agreement
at any time during its term. Unless otherwise stated in this Agreement,
termination of this Agreement also terminates Executive's employment.

4.2 TERMINATION FOR CAUSE. The Corporation may terminate this Agreement
immediately for Cause. In the event of termination for Cause pursuant to this
Section 4.2, the Corporation shall pay Executive his Base Salary through the
date of termination specified in any notice of termination.

4.3 TERMINATION WITHOUT CAUSE. Either Executive or the Corporation may
terminate this Agreement and Executive's employment without Cause on 30 days'
written notice. This Section 4.3 does not apply to termination due to
Executive's death, Disability, or where Cause for termination exists. In the
event of termination of this Agreement pursuant to this Section 4.3, Executive
shall be paid as provided in this Section.

4.3.1 If the notice of termination is given by Executive without Good
Reason, as that term is defined below, the Corporation shall pay Executive
his Base Salary through the date of termination specified in such notice
(but not to exceed 60 days).

4.3.2 If the notice of termination is given by the Corporation, or by
Executive for Good Reason, (i) the Corporation shall pay Executive his Base
Salary through the date of termination specified in the notice, provided,
however, the Corporation shall have the option of making termination of the
Agreement and Executive's employment effective immediately in which case
Executive shall be paid through a notice period of 60 days; and (ii)
Executive shall receive, within 30 days following the date of termination,
a lump sum payment equivalent to one year's Base Salary.

4.3.3 For purposes of this Section 4.3, "Good Reason" shall mean the
breach by the Corporation of a material provision of this Agreement and, if
such breach is susceptible of cure, the failure to effect such cure within
30 days after written notice of such breach is given by Executive to the
Corporation.

4.4 TERMINATION IN THE EVENT OF DEATH OR DISABILITY.

4.4.1 In the event of Executive's death, this Agreement shall terminate
immediately and Executive's estate or beneficiary (as designated by Executive in
writing to Corporation) shall be entitled to receive an amount equal to 1.5
times Executive's then current annual Base Salary, payable over 18 months in
equal quarterly installments.

4.4.2 Upon determination of Executive's Disability, the Corporation may,
at its option, terminate Executive's employment upon not less than ten (10)
days' written notice, provided, however, that termination of this Agreement
shall not effect Executive's entitlement to the benefits set forth in this
Section 4.4.2. Executive shall be entitled to Disability benefits as follows:

(i) Executive shall be entitled to salary continuation for a period
of Disability lasting up to six months (First Disability Payment Period).

(ii) If the First Disability Payment Period ends prior to March 10,
2000, but Executive remains Disabled, then Executive shall be entitled to
salary continuation during such period of Disability at the rate of
one-half his Base Salary until the earlier of (A) one year or (B) March 10,
2000 (the Second Disability Payment Period).

(iii) Upon expiration of the Second Disability Payment Period,
Executive shall not be entitled to any further payments until Executive
ceases to be disabled and has resumed his duties under this Agreement,
provided the Corporation has not previously terminated this Agreement.

(iv) The Corporation or GST shall be entitled to deduct from the
amounts payable to Executive under this Section 4.4 all amounts paid to
Executive under any disability insurance policy maintained for his benefit
by the GST companies.

4
<PAGE> 5

4.5 SOLE REMEDY. The compensation provided for in this Article 4 for
termination of this Agreement shall constitute Executive's sole remedy for
termination during the Agreement's term, including without limitation,
termination due to breach by the GST Companies. Executive shall not be entitled
to any other termination or severance payment from GST, the Corporation, or any
other GST Company.

ARTICLE 5

CONFIDENTIALITY, CONFLICTS OF INTEREST

5.1 CONFIDENTIALITY.

5.1.1 Executive shall hold in a fiduciary capacity for the benefit of the
GST Companies all Confidential Information and shall not, during the term or
after the termination or expiration of this Agreement, publish, disclose, or
utilize in any manner any Confidential Information obtained while employed by
the Corporation except as may be reasonably necessary during the term of his
employment to perform the duties of his position or as required by law. Upon
termination of Executive's employment with Corporation, Executive shall promptly
deliver to the Corporation all documents or materials in any form containing
Confidential Information.

5.1.2 "Confidential Information" means information or material of the GST
Companies which is not in the public domain, or the utility or value of which is
not generally known or recognized, whether or not the underlying details are in
the public domain, including without limitation, information relating to the GST
Companies and their business as conducted or anticipated to be conducted;
business plans; operations; past, current or anticipated products, services or
facilities; customers or prospective customers; or research, engineering,
development, manufacturing, purchasing, accounting, or marketing activities.

5.2 BUSINESS CONDUCT AND ETHICS. During the term of his employment with
the Corporation, Executive will engage in no activity or employment which may
conflict with the interest of the GST Companies. Executive will comply with the
policies and guidelines of the GST Companies pertaining to business conduct and
ethics.

5.3 SURVIVAL. The obligations of this Article 5 shall survive the
expiration or termination of this Agreement.

ARTICLE 6

NON-COMPETITION, NON-SOLICITATION

6.1 GENERAL. The parties acknowledge that at the outset of Executive's
employment by the Corporation, they entered into an employment agreement dated
March 11, 1997, which contained non-competition and non-solicitation provisions.
The parties agree that those terms are of continuing force and effect, as set
forth in this Article 6. The parties recognize and agree that these provisions
shall remain in full force and effect and that they are necessary because (a)
Executive is a senior executive of the Corporation and a key Executive of the
Corporation, (b) Executive has received, and will in the future receive,
substantial amounts of Confidential Information, (c) The GST Companies' business
is conducted on a worldwide basis, and (d) provision for non-competition and
non-solicitation obligations by Executive is critical to the GST Companies'
continued economic well-being and protection of Confidential Information.

6.2 NON-COMPETITION.

6.2.1 During the term of Executive's employment by GST and for a period of
one (1) year following termination of Executive's employment (the "Restricted
Period"), Executive shall not directly or indirectly, own, manage, operate,
join, control, participate in, invest in, or otherwise be connected with,
whether as an officer, director, employee, partner, Shareholder (as defined
below), investor or otherwise, any business, firm or entity, that Competes, as
that term is defined below, with the GST Companies, or any of them, anywhere the
GST Companies do business or anywhere the GST Companies, or any of them, are
Actively Pursuing a business opportunity; provided however, that this Section
6.2 shall not be applicable in the event Executive's
5
<PAGE> 6

employment is terminated pursuant to Section 4.3(b) or due to Disability
pursuant to Section 4.4 of this Agreement.

6.2.2 For purposes of this Section 6.2, "Shareholder" shall not include
beneficial ownership of less than one percent (1%) of the combined voting power
of all issued and outstanding voting securities of a publicly held corporation
whose stock is traded on a major stock exchange.

6.2.3 For purposes of this Section 6.2, "Actively Pursuing" means that the
management of one or more of the GST Companies is actively considering the
opportunity, regardless of whether specific bids have been submitted, and the
GST Companies have expended not less than $100,000 in connection with such
opportunity.

6.2.4 For purposes of this Section 6.2, "Compete" means any one or more of
the following: (i) designing, developing, constructing or operating alternate
access or other telecommunications networks, providing long distance or other
telecommunications services, (ii) engaging in any other business engaged in by
any of the GST Companies or their affiliates, or (iii) engaging in any other
business engaged in by any entity in which the GST Companies, or any of them,
are partners or joint venturers.

6.3 NON-SOLICITATION. During the Restricted Period, as that term is
defined in Section 6.2, Executive shall not for himself or on behalf of any
other person or entity, directly or indirectly: (i) call on any customer of the
GST Companies, or any of them, for the purpose of soliciting, diverting or
taking away any customer; or (ii) seek to induce or influence any employee,
representative, agent or independent contractor of the GST Companies, or any of
them, to terminate his relationship with the GST Companies, or any of them.

6.4 SURVIVAL. The obligations of this Article 6 shall survive the
expiration or termination of this Agreement.

ARTICLE 7

GENERAL PROVISIONS

7.1 SUCCESSORS AND ASSIGNS. Executive may not assign this Agreement.
Subject to the limitation on Executive's right of assignment, this Agreement
shall be binding upon and inure to the benefit of the parties and their
respective executors, heirs, administrators, successors and permitted assigns.

7.2 CONSENT TO INJUNCTION. Executive agrees that the GST Companies, or
any of them, will or would suffer an irreparable injury if Executive were to
violate the covenants contained in Article 5 or Article 6 and that monetary
damages alone would not adequately compensate GST and the GST Companies for the
harm suffered. Executive agrees that GST and the GST Companies shall be entitled
to injunctive relief to enjoin any breach or threatened breach of Articles 5 or
6 in addition to any other available remedies.

7.3 ATTORNEYS FEES. The prevailing party in any action to enforce or
interpret this Agreement shall be entitled to its reasonable attorneys fees and
costs incurred in any proceeding in arbitration, at trial and on appeal.

7.4 DISPUTE RESOLUTION. Any and all disputes concerning the
interpretation, construction, breach or enforcement of this Agreement or arising
in any way from Executive's employment with the Corporation or termination of
employment shall be submitted to final and binding arbitration; provided,
however, that this Section 7.4 shall not apply to an action by any GST Company
seeking an injunction against Executive relating to violations of Articles 5 or
6 of this Agreement. The arbitration is to be conducted before a single
arbitrator in Clark County, Washington, pursuant to the rules of the American
Arbitration Association ("AAA") Employment Dispute Resolution Rules. Except as
otherwise provided in this Section 7.4, Executive and the Corporation agree that
the procedures outlined in this Section 7.4 are the exclusive method of dispute
resolution.

7.5 NOTICES. All notices, requests and demands given to or made pursuant
to this Agreement shall be in writing and be delivered or mailed to a party at
the address appearing on the face of the Agreement. Either party may, by notice
hereunder, designate a changed address. Any notice, if mailed properly
addressed,
6
<PAGE> 7

postage prepaid, registered or certified mail, shall be deemed dispatched on the
registered date or that stamped on the certified mail receipt, and shall be
deemed received within the second business day thereafter or when it is actually
received, whichever is sooner.

7.6 GOVERNING LAW/FORUM SELECTION. The validity, construction and
performance of this Agreement shall be governed by the laws of the State of
Washington. Any action to enforce or interpret, or otherwise arising in
connection with this Agreement shall be brought exclusively in the appropriate
courts of the State of Washington located in Clark County, Washington.

7.7 CONSTRUCTION. If any provision of this Agreement, or the application
thereof, is held invalid, the invalidity shall not affect other obligations,
provisions, or applications of this Agreement which can be given effect without
the invalid obligations, provisions, or applications, and to this end, the
provisions of this Agreement are declared to be severable. In the event any
specific provisions of the non-competition covenant are found invalid or
unenforceable by a court of competent jurisdiction, the court shall have
discretion to modify such provisions so as to render them valid and enforceable.

7.8 WAIVERS. The failure of either party to demand strict performance of
any provision of this Agreement shall not constitute a waiver of any provision,
term, covenant, or condition of this agreement or of the right to demand strict
performance in the future.

7.9 MODIFICATION. This Agreement may be modified only by a written
instrument signed by both parties.

7.10 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and, except as expressly set forth herein, supersedes all
prior or contemporaneous oral or written understandings, statements,
representations or promises with respect to its subject matter. This Agreement
was the subject of negotiation between the parties and, therefore, the parties
agree that the rule of construction requiring that the agreement be construed
against the drafter shall not apply to the interpretation of this Agreement.
Executive acknowledges that, excepting any previously vested shares, he is not
entitled to any compensation, unvested stock option grants or benefits of any
kind pursuant to that certain employment agreement between the Corporation and
Executive dated March 11, 1997, and upon execution of this Agreement, except for
the non-competition and non-solicitation provisions of such Agreement referred
to herein in Section 6, the March 11, 1997, Agreement is hereby terminated and
is of no further force or effect.

7
<PAGE> 8

This Agreement is not effective until it is signed by all parties.

<TABLE>
<S> <C>
EXECUTIVE GST USA, INC.

By:
- ----------------------------------------------------- -------------------------------------------------
Joseph A. Basile, Jr. Robert Ferchat, Chairman of the Board

By:
--------------------------------------------------
Joseph Fogg, III
Chairman-Compensation Committee
GST Telecommunications, Inc.

Approved as to form and content:

- -----------------------------------------------------
John Goodrich
General Counsel

- -----------------------------------------------------
J. Jeffrey Mayhook
Corporate Secretary
</TABLE>

<PAGE> 1
EXHIBIT 21

GST Telecommunications, Inc.

Significant Subsidiaries as of 12/31/98

GST USA, Inc., a Delaware corporation
GST Telecom Inc., a Delaware corporation
GST Equipment Funding, Inc., a Delaware corporation
GST Network Funding, Inc., a Delaware corporation

<PAGE> 1
EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
GST Telecommunications, Inc.:

We consent to incorporation by reference in the Registration Statements (Nos.
33-94072, 333-07237 and 333-53981) on Form S-8, (Nos. 33-95324, 33-94096 and
333-1538) on Form F-3, and (Nos. 333-15699, 333-16141, 333-32137, 333-21729,
333-19339, 333-45013 and 333-52437) on Form S-3 of GST Telecommunications, Inc.
of our report dated March 1, 1999 relating to the consolidated balance sheets of
GST Telecommunications, Inc. and subsidiaries as of December 31, 1998 and 1997,
and the related consolidated statements of operations, shareholders' (deficit)
equity, and cash flows and related schedule for the year ended December 31,
1998, the three-month period ended December 31, 1997 and each of the years in
the two-year period ended September 30, 1997, which reports appear in the
December 31, 1998 annual report on Form 10K of GST Telecommunications, Inc.

/s/ KPMG PEAT MARWICK LLP

Portland, Oregon
March 10, 1999

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-K for the year ended December 31, 1998 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 86,070,215
<SECURITIES> 50,352,898
<RECEIVABLES> 38,416,472
<ALLOWANCES> (5,481,222)
<INVENTORY> 1,484,946
<CURRENT-ASSETS> 182,297,312
<PP&E> 678,374,263
<DEPRECIATION> (62,521,803)
<TOTAL-ASSETS> 1,151,283,224
<CURRENT-LIABILITIES> 88,952,841
<BONDS> 0
234,267,363
61,740,900
<COMMON> 0
<OTHER-SE> (367,753,946)
<TOTAL-LIABILITY-AND-EQUITY> 1,151,283,224
<SALES> 163,316,595
<TOTAL-REVENUES> 163,316,595
<CGS> 108,742,535
<TOTAL-COSTS> 298,489,000
<OTHER-EXPENSES> (82,130,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 101,648,045
<INCOME-PRETAX> (154,689,819)
<INCOME-TAX> 0
<INCOME-CONTINUING> (154,689,819)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (154,689,819)
<EPS-PRIMARY> (4.52)
<EPS-DILUTED> (4.52)

</TABLE>