Signed Agreement to Merge With Intelsat; Continued Strong Financial Performance; Completed Acquisition of Europe*Star; Launched Two Satellites for U.S. Market

PanAmSat Holding Corporation (NYSE: PA), the satellite-based distributor delivering the largest number of TV channels in the world and a leading global provider of network distribution services, reported financial results for the third quarter and nine months ended September 30, 2005 and reaffirmed its guidance for the full year of 4% or more revenue growth and 6% or more Adjusted EBITDA growth.

Joe Wright, CEO of PanAmSat said, “Our Company had one of the most active quarters in our history and continued to perform extremely well as we and Intelsat took important steps to transform our Companies into one that will be the leader in the technology, marketing and customer service activities that will define our industry in the future. This transaction to merge PanAmSat with Intelsat is proceeding on schedule. We also completed the acquisition of Europe*Star which strengthens our presence in the European and Middle Eastern marketplaces. We successfully launched Galaxy 14 in August and then Galaxy 15 in October giving our customers two in-orbit back-up satellites for increased reliability while solidifying our position as the largest FSS provider of HDTV signals in the world. In addition, we launched an Emergency Response Unit which will work specifically with First Responder and Disaster Recovery customers in the event of a sudden emergency, terrorist attack or natural disaster.”

Highlights for the third quarter include:

  • Adjusted EBITDA(1) was $167.4 million, up 5.2% over Q3 2004 while total consolidated revenues of $209.1 million increased 1.0% on a quarter- over-quarter basis. The delay in the launch of Galaxy 15 resulted in approximately $7 million of revenues being delayed until the fourth quarter of 2005 rather than in the third quarter.
  • Most important, program distribution and video services revenues, the “core” markets of the business which represent 64% of total revenues, grew 6.0% over Q3 2004
  • Adjusted EBITDA Margin(1) increased to 78% from 74% in Q3 2004
  • Net income for the quarter was $54.2 million or $0.43 per share on a diluted basis, which included a gain of $18.3 million on an undesignated interest rate swap agreement
  • Several new contracts and contract extensions were signed with customers in Africa, Asia, Australia, Latin America and the United States, including: CCTV, OPT New Caledonia, HDNet and Venevision Continental
  • The PanGlobal TV Direct-To-Home platform grew with the addition of several new channels including: India’s Zee Networks and Japan’s NHK World Premium channels
  • The Company completed its acquisition of Europe*Star, obtaining multiple European orbital slots as well as a satellite with European, Middle Eastern, African and Asian coverage on August 31, 2005
  • The Company signed a definitive merger agreement with Intelsat, Ltd. for $25 per share in cash or $3.2 billion in cash on August 29, 2005
  • Highlights for the nine months include:
  • Adjusted EBITDA(1) of $497.9 million was up 6.3% over 2004 while total consolidated revenues of $631.8 million increased 2.0% on a year-over- year basis
  • Program distribution and video services revenues, the “core” markets of the business, grew 7.7% over 2004
  • Adjusted EBITDA Margin(1) increased to 76% vs. 73% in 2004
  • Net income for the nine months was $23.2 million or $0.21 per share, which included charges of $56 million related to early debt repayments and fees of $10 million for termination of our Sponsor’s management agreement
  • $671.9 million of long-term debt was repaid in the first nine months of 2005
  • Total 2005 dividends paid to shareholders through October 14, 2005 were $300.3 million, of which $200 million were paid from the proceeds of the IPO to pre-IPO stockholders.

Wright added: “While our management team remains focused on profitable growth, we are also committed to maintaining our fleet reliability as the highest in the industry, exercising sound financial discipline and staying financially strong in order to continue providing predictable and attractive dividends to our shareholders”

Total revenues for the third quarter of 2005 were $209.1 million, compared to revenues of $207.1 million for the same quarter last year, an increase of 1.0%. Adjusted EBITDA(1) which is a key performance and liquidity metric for the Company, was $167.4 million for the third quarter of 2005, as compared to $159.2 million for the same period in 2004, an increase of 5.2%. Net income for the quarter was $54.2 million, compared to a net loss of $(76.7) million for the same period in 2004. Net income for the third quarter of 2005 was impacted by the $18.3 million gain on an undesignated interest rate swap agreement as noted above. Net loss in the third quarter of 2004 was impacted by $154.5 million of transaction related costs which were recorded in relation to the recapitalization.

Total revenues for the nine months of 2005 were $631.8 million, compared to revenues of $619.4 million for the same period last year, an increase of 2.0%. Adjusted EBITDA(1) was $497.9 million for the first nine months of 2005, as compared to $468.4 million for the same period in 2004, an increase of 6.3%. Net income for the nine months ended September 30, 2005 was $23.2 million, compared to a net loss of $(97.9) million for the same period in 2004. Net income for the nine months ended September 30, 2005 was impacted by several items noted above. Net loss for the nine months ended September 30, 2004 was impacted by $155.0 million of transaction related costs which were recorded in connection with the recapitalization, a $99.9 million satellite impairment charge and a $29.6 million write-off related to a customer transponder lease termination.

Business Highlights

Fixed Satellite Services (“FSS”)

Through FSS, PanAmSat leases transponder capacity to customers for various applications, including broadcasting, news gathering, Internet access and transmission, private voice and data networks, business television, distance learning and DTH in addition to providing telemetry, tracking and control (TT&C) and network services to customers.

For the Three Months Ended September 30, 2005

FSS revenues for the third quarter of 2005 increased $3.9 million to $195.8 million, from $191.9 million in the same period in 2004. This increase was primarily attributable to higher video services revenues of $7.6 million and higher government services revenues of $1.2 million, offset partially by a $3.8 million reduction in network services revenues. The increase in video services revenues was due to increases in program distribution revenues of $8.4 million. This increase was due primarily to new customer arrangements on our Galaxy 12 satellite and the impact of the contractual arrangements entered into with affiliates of The DIRECTV Group in connection with the Recapitalization.

FSS segment income from operations for the third quarter of 2005 increased by $194.6 million to $105.7 million, compared to a loss from operations of $(88.9) million for the same period in 2004. This increase was primarily due to the $154.5 million of transaction related costs recorded during the third quarter of 2004 and the $18.3 million gain on undesignated interest rate swap recorded during the third quarter of 2005. Other contributing factors were the increase in FSS revenues of $3.9 million and decreased costs of $17.8 million.

FSS Segment EBITDA(2) for the third quarter of 2005 increased by $6.7 million to $163.0 million as compared to $156.2 million for the same period in 2004. This increase is primarily due to the increased FSS revenues of $3.9 million and lower operating costs and expenses of $2.8 million.

For the Nine Months Ended September 30, 2005

FSS revenues for the first nine months of 2005 increased $18.0 million to $588.2 million, from $570.2 million in the same period in 2004. This increase was primarily attributable to higher video services revenues of $29.1 million and higher government services revenues of $3.4 million, offset partially by a $15.3 million reduction in network services revenues. The increase in video services revenues was due primarily to increases in DTH and program distribution revenues of $26.4 million as well as occasional use services and other revenues of $2.1 million. The decrease in network services revenues was primarily attributable to the expiration of a lease associated with a non-core satellite that was used by a network services customer during the nine months ended September 30, 2004.

FSS segment income from operations for the first nine months of 2005 increased by $325.9 million to $247.3 million, compared to loss from operations of $(78.6) million for the same period in 2004. This increase was due primarily to $155.0 million of transaction related costs recorded during the nine months ended September 30, 2004, the $99.9 million satellite impairment loss recorded during the first quarter of 2004, the $29.6 million pre-tax charge recorded within selling, general and administrative expenses during the second quarter of 2004 in relation to the termination of a customer lease agreement, the increase in FSS revenues of $18.0 million, and a decrease in depreciation and amortization expense of approximately $15.0 million, which resulted primarily from reduced depreciation on satellites that were fully depreciated or de-orbited. These increases were partially offset by the $10.4 million of Sponsor management fees recorded during the first quarter of 2005.

FSS Segment EBITDA(2) for the first nine months of 2005 increased by $27.1 million to $486.3 million as compared to $459.2 million for the same period in 2004. This increase was driven by the increase in FSS revenues of $18.0 million and lower operating expenses of $9.1 million.

Government Services (“G2”)

Through G2, PanAmSat provides global satellite and related telecommunications services to the U.S. government, international government entities and their contractors.

For the Three Months Ended September 30, 2005

G2 segment revenues were $19.7 million for the three months ended September 30, 2005 compared to $20.5 million for the same period in 2004. G2 revenues increased by $0.1 million for the quarter, after excluding the revenues related to the construction of an L-band payload on Galaxy 15(3). Revenues from the lease of additional PanAmSat FSS capacity increased by $1.8 million and revenues from managed network services increased by $1.3 million. These increases were offset by a decrease in equipment sales of $2.6 million and a decrease in revenues from the lease of third-party provided satellite capacity of $0.4 million. There were no revenues related to the L-band payload project in Q3 2005 compared to $0.8 million in Q3 2004, due to the timing of completion of certain milestones on this construction project. G2 income from operations of $4.4 million increased by $1.7 million and Segment EBITDA(2) of $4.8 million increased by $1.8 million for the three months ended September 30, 2005, as compared to the same period in 2004 as a result of a shift to higher margin products and services.

For the Nine Months Ended September 30, 2005

G2 segment revenues were $62.7 million for the nine months ended September 30, 2005 compared to $64.9 million for the nine months ended September 30, 2004. G2 revenues grew from $57.4 million in the first nine months of 2004 to $60.9 million for the same period in 2005, a 6.1% increase, after excluding the effects of the L-band payload construction program revenues (3). This increase in revenues was driven primarily by the lease of additional FSS satellite capacity of $2.8 million (including additional revenues from PanAmSat FSS satellite capacity of $6.3 million) and an increase in revenues related to the new G2 managed network services offering of $4.5 million, partially offset by reduced equipment sales and other non-satellite related products of $3.8 million.

G2 income from operations of $10.9 million and Segment EBITDA(2) of $12.3 million increased by $2.9 million and $3.2 million, respectively, for the nine months ended September 30, 2005, as compared to the same period in 2004. The focus on higher margin products and services resulted in these increases.

Fiscal 2005 Guidance

For the year ending December 31, 2005, the Company is reaffirming its previously issued financial guidance as a result of the closing of the Europe*Star transaction on August 31, 2005.

Revenue and Adjusted EBITDA Guidance: Expected total consolidated revenues will increase by 4.0% or more and Adjusted EBITDA will increase by 6.0 % or more over full year 2004 actual reported results.

The Company reaffirms its prior guidance that it expects that for full year 2005 cash payments in respect of capital expenditures, including approximately $23 million of incentive payments and interest on satellites in service, will be in the range of $155 million to $170 million and that cash interest payments on the Company’s debt obligations will be in the range of $200 million to $215 million. Our acquisition of Europe*Star was funded from cash on hand and is not expected to impact our ability to pay future dividends, service our debt or fund capital expenditures.

For more detailed information about the Company’s financial guidance and trends, please visit the “Financial Guidance/Recent Presentations” page of the Investor Relations section of the Company’s website located at http://www.panamsat.com.

Investors’ Conference Call

PanAmSat will host a conference call on November 9, 2005 at 10 a.m. ET to discuss the Company’s fiscal third quarter and nine months ended September 30, 2005. Investors can participate in the conference call by dialing (866) 558- 6905 (U.S. and Canada) or (913) 643-4235 (International) and use the confirmation code ‘PA’

For your convenience, the conference call can be replayed in its entirety beginning at 1 p.m. ET on November 9, 2005 through November 16, 2005. If you wish to listen to the replay of this conference call, please dial (888) 203- 1112 or (719) 457-0820 and enter passcode 4502571.

The conference call will also be broadcast live through a link on the Investor Relations page on the PanAmSat Web site at http://www.panamsat.com . Please go to the Web site at least 15 minutes prior to the call to register, download and install any necessary audio software.

About PanAmSat

Through its owned and operated fleet of 25 satellites, PanAmSat is a leading global provider of video, broadcasting and network distribution and delivery services. It transmits nearly 2,000 television channels worldwide and, as such, is the leading carrier of standard and high-definition signals. In total, the Company’s in-orbit fleet is capable of reaching over 98% of the world’s population through cable television systems, broadcast affiliates, direct-to-home operators, Internet service providers and telecommunications companies. In addition, PanAmSat supports the largest concentration of satellite-based business networks in the U.S., as well as specialized communications services in remote areas throughout the world. For more information, visit the Company’s web site at http://www.panamsat.com.

NOTE: The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this press release, the words “estimate,” “plan,” “project,” “anticipate,” “expect,” “intend,” “outlook,” “believe,” and other similar expressions are intended to identify forward-looking statements and information. Actual results may differ materially from anticipated results due to certain risks and uncertainties, which are more specifically set forth in the “Financial Guidance/Recent Presentations” page of the Investor Relations section of our website and within our registration statement on Form S-1 (File No. 333-121463) filed with the Securities and Exchange Commission (“SEC”), as such registration statement became effective on March 16, 2005, and all of our other filings filed with the SEC from March 16, 2005 through the current date pursuant to the Securities Exchange Act of 1934. These risks and uncertainties include but are not limited to: (i) the ability of our subsidiaries to make distributions to us in amounts sufficient to make required interest and principal payments on the notes; (ii) risks associated with operating our in-orbit satellites; (iii) satellite launch failures, satellite launch and construction delays and in-orbit failures or reduced performance; (iv) our ability to obtain new or renewal satellite insurance policies on commercially reasonable terms or at all; (v) possible future losses on satellites that are not adequately covered by insurance; (vi) domestic and international government regulation; (vii) changes in our contracted backlog or expected contracted backlog for future services; (viii) pricing pressure and overcapacity in the markets in which we compete; (iv) inadequate access to capital markets; (x) competition; (xi) customer defaults on their obligations owed to us; (xii) our international operations and other uncertainties associated with doing business internationally; (xiii) our high level of indebtedness; (xiv) control by our controlling stockholders; and (xv) litigation. PanAmSat Holding Corporation cautions that the foregoing list of important factors is not exclusive. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company’s control.

Notes:

(1) See Adjusted EBITDA Reconciliation and Adjusted EBITDA Margin Reconciliation on pages 11, 12 and 13.

(2) See Reconciliation of Income (Loss) From Operations to Segment EBITDA

on pages 14 and 15. (3) See G2 Revenue Reconciliation Table on page 10.


    PanAmSat Holding Corporation
    Summary of Operating Results (Unaudited)
    Amounts in thousands (except share data)

                                                     Three Months Ended
                                                September 30,   September 30,
                                                     2004           2005
    Revenues
    Operating leases, satellite services
     and other                                    $ 203,268      $ 205,637
    Outright sales and sales-type leases              3,827          3,481
    Total Revenues                                  207,095        209,118

    Costs and Expenses
    Cost of outright sales and sales-type leases      2,224              -
    Depreciation and amortization                    74,322         68,861
    Direct operating costs (exclusive of
     depreciation and amortization)                  38,649         30,973
    Selling, general & administrative expenses       21,509         18,413
    Gain on undesignated interest rate swap               -        (18,332)
    Facilities restructuring and severance costs      2,080            209
    Transaction-related costs                       154,535              -
    Total operating costs and expenses              293,319        100,124

    Income (loss) from operations                   (86,224)       108,994
    Interest expense, net                            57,794         55,311

    Income (loss) before income taxes              (144,018)        53,683
    Income tax benefit                              (67,363)          (543)

    Net income (loss)                              $(76,655)       $54,226

    Net income (loss) per share - basic              $(0.28)         $0.44

    Net income (loss) per share - diluted            $(0.28)         $0.43

    Weighted average common shares
     outstanding - basic                        271,884,000    122,598,000

    Weighted average common shares
     outstanding - diluted                      271,884,000    125,390,000




    PanAmSat Holding Corporation
    Summary of Operating Results (Unaudited)
    Amounts in thousands (except share data)

                                                       Nine Months Ended
                                                September 30,   September 30,
                                                     2004            2005

    Revenues
    Operating leases, satellite services
     and other                                    $ 607,165     $ 621,183
    Outright sales and sales-type leases             12,185        10,595
    Total Revenues                                  619,350       631,778

    Costs and Expenses
    Cost of outright sales and sales-type leases      2,224        (4,303)
    Depreciation and amortization                   220,969       205,791
    Direct operating costs (exclusive of
     depreciation and amortization)                 118,484        99,811
    Selling, general & administrative expenses       88,814        57,474
    Loss on undesignated interest rate swap               -           305
    Sponsor management fees                               -        10,444
    Loss on termination of sales-type lease               -         2,307
    Facilities restructuring and severance costs      4,508         3,974
    Satellite impairment loss                        99,946             -
    Transaction-related costs                       155,035             -
    Total operating costs and expenses              689,980       375,803

    Income (loss) from operations                   (70,630)      255,975
    Interest expense, net                           122,503       232,463

    Income (loss) before income taxes              (193,133)       23,512
    Income tax expense (benefit)                    (95,215)          359

    Net income (loss)                             $ (97,918)      $23,153

    Net income (loss) per share - basic              $(0.26)        $0.21

    Net income (loss) per share - diluted            $(0.26)        $0.21

    Weighted average common shares
     outstanding - basic                        378,335,000   107,936,000

    Weighted average common shares
     outstanding - diluted                      378,335,000   110,663,000



    PanAmSat Holding Corporation
    Summarized Balance Sheets
    (Amounts in thousands)

                                               December 31,    September 30,
                                                   2004            2005
    ASSETS                                                     (Unaudited)

    CURRENT ASSETS

     Cash and cash equivalents                    $38,982         $87,860
     Accounts receivable, net                      69,380          62,130
     Net investment in sales-type leases           24,776          15,294
     Prepaid expenses and other current assets     26,595          28,460
     Deferred income taxes                          7,817           7,817
     Assets held for sale                           3,300               -

    Total current assets                          170,850         201,561

    SATELLITES AND OTHER PROPERTY AND
     EQUIPMENT - Net                            1,955,664       1,984,222
    NET INVESTMENT IN SALES-TYPE LEASES            74,990          65,046
    GOODWILL                                    2,244,131       2,244,131
    DEFERRED CHARGES AND OTHER ASSETS - NET       326,296         375,173

    TOTAL ASSETS                              $ 4,771,931     $ 4,870,133

    LIABILITIES AND STOCKHOLDERS' EQUITY

    CURRENT LIABILITIES
    Accounts payable and accrued liabilities      $69,456        $103,862
    Current portion of long-term debt               4,100          16,550
    Current portion of satellite incentive
     obligations                                   13,148          13,012
    Accrued interest payable                       45,589          17,157
    Dividends payable                                   -          47,507
    Deferred gains and revenues                    26,618          26,839
    Total current liabilities                     158,911         224,927

    LONG-TERM DEBT                              3,859,038       3,194,796
    DEFERRED INCOME TAXES                          31,779          30,512
    DEFERRED CREDITS AND OTHER                    271,100         385,477

    TOTAL LIABILITIES                           4,320,828       3,835,712

    COMMITMENTS AND CONTINGENCIES

    STOCKHOLDERS' EQUITY                          451,103       1,034,421

    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                   $ 4,771,931     $ 4,870,133


    PanAmSat Holding Corporation
    Summarized Statements of Cash Flows (Unaudited)
    (Amounts in thousands)

                                                       Nine Months Ended
                                               September 30,    September 30,
                                                    2004             2005
    CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                           $(97,918)         $23,153
     Depreciation and amortization expense        220,969          205,791
     Deferred income taxes                        (98,457)            (170)
     Amortization of debt issuance costs
      and other deferred charges                    7,698           14,820
     Loss on undesignated interest rate swap            -              305
     Accretion on senior discount notes                 -           20,108
     Provision for uncollectible receivables       31,982               (2)
     Loss on early extinguishment of debt          20,589           24,161
     Satellite impairment loss                     99,946                -
     Loss on Galaxy 10R XIPS anomaly                9,090                -
     Facilities restructuring and severance
      costs                                         4,309            3,998
     Reversal of sales-type lease liabilities      (3,727)          (4,303)
     Loss on termination of sales-type lease            -            2,307
     Gain on disposal of fixed assets              (1,332)               -
     Other non-cash items                          (3,950)          (1,294)
     Changes in working capital and other
      accounts                                    (27,157)         (17,997)

      NET CASH PROVIDED BY OPERATING ACTIVITIES   162,042          270,877

    CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures (including
      capitalized interest) (a)                  (103,299)        (142,179)
     Insurance proceeds from satellite
      recoveries                                  286,915                -
     Net sales of short-term investments          374,097                -
     Proceeds from sale of teleport                     -            3,161
     Acquisitions, net of cash acquired              (522)         (41,863)
      NET CASH PROVIDED BY (USED IN) INVESTING
       ACTIVITIES                                 557,191         (180,881)

    CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of common stock - initial
      public offering                                   -          900,000
     Issuance of new long-term debt             3,512,615                -
     Repayments of long-term debt              (1,443,459)        (671,900)
     Dividends to stockholders                          -         (252,785)
     Capitalized costs of initial public
      offering                                          -          (40,923)
     Capitalized transaction costs               (152,064)               -
     Capitalized debt issuance costs                    -             (739)
     New incentive obligations                     16,250                -
     Repayment of incentive obligations            (9,571)          (9,464)
     Funding of capital expenditures by
      customer                                          -           33,464
     Repurchase of treasury stock              (2,784,556)               -
     Re-issuance of treasury stock                    757                -
     Capital contributed by affiliate               9,200                -
     Other equity related transactions              3,384               19

      NET CASH USED IN FINANCING ACTIVITIES      (847,444)         (42,328)

    EFFECT OF EXCHANGE RATE CHANGES ON CASH           328            1,210

    NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                            (127,883)          48,878
    CASH AND CASH EQUIVALENTS, beginning of
     period                                       176,087           38,982
    CASH AND CASH EQUIVALENTS, end of period      $48,204          $87,860

    (a) Includes capitalized interest of $4.3 million and $18.3 million for
        the nine months ended September 30, 2004 and 2005, respectively.


    PanAmSat Holding Corporation
    Selected Segment Data (Unaudited)
    (Amounts in thousands)

                            Three Months Ended         Nine Months Ended
                      September 30,  September 30, September 30, September 30,
                          2004           2005          2004          2005
    FSS
    Revenue             $191,945       $195,878      $570,154      $588,195
    Depreciation and
     Amortization
     Expense              74,011         68,564       219,878       204,914
    Income (loss) from
     operations          (88,909)       105,644       (78,640)      247,262
    Segment EBITDA*      156,236        162,978       459,254       486,343
    Capital
     Expenditures         19,527         74,172       103,277       140,641

    G2
    Revenue              $20,497        $19,737       $64,918       $62,718
    Depreciation and
     Amortization Expense    311            297         1,091           877
    Income from
     operations            2,685          4,430         8,010        10,934
    Segment EBITDA*        2,996          4,798         9,101        12,288
    Capital Expenditures      22            291            22         1,538

    Eliminations
    Revenue              $(5,347)      $ (6,497)     $(15,722)     $(19,135)

    Parent
    Loss from operations      $-       $ (1,080)           $-       $(2,221)

    Total
    Revenue            $ 207,095       $209,118      $619,350      $631,778
    Depreciation and
     Amortization
     Expense              74,322         68,861       220,969       205,791
    Income (loss) from
     operations          (86,224)       108,994       (70,630)      255,975
    Capital Expenditures  19,549         74,463       103,299       142,179


                        NON-GAAP RECONCILIATION TABLES

    PanAmSat Holding Corporation
    G2 Operating Segment
    Non-GAAP Revenue Reconciliation (Unaudited)
    (Amounts in thousands)

                           Three Months Ended        Nine Months Ended
                     September 30, September 30, September 30, September 30,
                          2004        2005           2004           2005
    G2 Revenues

    As reported         $20,497      $19,737        $64,918       $62,718
    Less: L-Band
     payload revenues      (842)           -         (7,525)       (1,842)
    Adjusted G2
     Revenues           $19,655      $19,737        $57,393       $60,876

Adjusted G2 revenues is not a presentation made in accordance with GAAP
and does not purport to be an alternative to G2 revenues determined in
accordance with GAAP. Because not all companies use identical calculations,
this presentation of Adjusted G2 revenues may not be comparable to other
similarly titled measures of other companies. The table above sets forth a
reconciliation of G2 revenues to Adjusted G2 revenues for the periods
indicated.

Adjusted G2 revenues is defined as G2 revenues as reported less L-Band
payload revenues recognized during each respective period. L-Band payload
revenues represent revenues recognized on a long-term construction contract
with a customer to construct an L-Band navigational payload on our Galaxy 15
satellite. This construction contract has had a substantial impact on G2’s
business but is very different from G2’s core business of selling satellite
and non-satellite bandwidth, selling equipment and performing consulting and
managed network services. Management therefore analyzes G2’s results with and
without these L-Band payload revenues in order to evaluate G2’s core business
elements.

* See Reconciliation of Income (loss) From Operations to Segment EBITDA on
the pages 14 and 15.


    PanAmSat Holding Corporation
    Adjusted EBITDA Reconciliation (Unaudited)
    (Amounts in thousands)

                            Three Months Ended         Nine Months Ended
                       September 30, September 30, September 30, September 30,
                            2004          2005          2004          2005
    Reconciliation of
     Net Cash Provided by
     Operating Activities
     to Net Income
     (Loss):

    Net cash provided by
    (used in) operating
     activities           $(60,217)     $103,727      $162,042      $270,877
    Depreciation and
     amortization          (74,322)      (68,861)     (220,969)     (205,791)
    Deferred income taxes   67,929           906        98,457           170
    Amortization of debt
     issue costs and
     other deferred
     charges                (3,736)       (4,757)       (7,698)      (14,820)
    Accretion on senior
     discount notes              -        (6,873)            -       (20,108)
    Provision for
     uncollectible
     receivables            (1,526)           35       (31,982)            2
    Other non-cash items       742           242         3,950         1,294
    Satellite impairment loss    -             -       (99,946)            -
    Loss on Galaxy 10R
     XIPS anomaly           (9,090)            -        (9,090)            -
    Loss on termination
     of sales-type leases        -             -             -        (2,307)
    Facilities restructuring
     and severance costs    (2,288)         (233)       (4,309)       (3,998)
    Reversal of sales-type
     lease liabilities       3,727             -         3,727         4,303
    Gain on disposal of
     fixed assets            1,332             -         1,332             -
    Loss on early
     extinguishment of
     debt                  (15,134)            -       (20,589)      (24,161)
    Gain (loss) on
     undesignated interest
     rate swap                   -        18,332             -          (305)
    Changes in assets and
     liabilities, net of
     acquired assets and
     liabilities            15,928        11,708        27,157        17,997

    Net income (loss)     $(76,655)      $54,226      $(97,918)      $23,153

    Reconciliation of Net
    Income (Loss) to
    EBITDA:

    Net income (loss)     $(76,655)      $54,226      $(97,918)      $23,153
    Interest expense, net   57,794        55,311       122,503       232,463
    Income tax expense
     (benefit)             (67,363)         (543)      (95,215)          359
    Depreciation and
     amortization           74,322        68,861       220,969       205,791

    EBITDA                $(11,902)     $177,855      $150,339      $461,766


    Reconciliation of
    EBITDA to Adjusted
    EBITDA:

    EBITDA                $(11,902)     $177,855      $150,339      $461,766
    Adjustment of
     sales-type leases
     to operating
     leases(a)               6,608         6,702        19,035        19,912
    Loss on termination
     of sales-type
     leases(b)                   -             -             -         2,307
    Effect of Galaxy
     10R anomaly(c)          9,090             -         9,090             -
    Satellite impairment(d)      -             -        99,946             -
    Restructuring
     charges(e)              2,080           209         4,508         3,974
    Reserves for long-term
     receivables and
     sales-type leases(f)   (3,727)            -        24,419        (4,303)
    Reversal of allowance
     for customer credits(g) 1,800             -         7,200             -
    Transaction-related
     costs(h)              154,535           471       155,035        11,220
    (Gain) loss on
     undesignated
     interest rate swap(i)       -       (18,332)            -           305
    Other items (j)            748           528        (1,217)        2,684

    Adjusted EBITDA       $159,232      $167,433      $468,355      $497,865


                            Three Months Ended         Nine Months Ended
                       September 30, September 30, September 30, September 30,
                            2004          2005          2004          2005

    Adjusted EBITDA
    Margin Reconciliation:

    Revenues              $207,095     $209,118       $619,350      $631,778
    Adjustment of
     sales-type leases
     to operating leases(a)  6,608        6,702         19,035        19,912
    Reversal of allowance
     for customer
     credits(g)              1,800            -          7,200             -
    Adjusted Revenues     $215,503     $215,820       $645,585      $651.690
    Adjusted EBITDA       $159,232     $167,433       $468,355      $497,865
    Adjusted EBITDA
     Margin(k)                  74%          78%            73%           76%

Adjusted EBITDA is not a presentation made in accordance with GAAP, and does not purport to be an alternative to net income (loss) determined in accordance with GAAP or as a measure of operating performance or to cash flows from operating activities determined in accordance with GAAP as a measure of liquidity. Additionally, Adjusted EBITDA is not intended to be a measure of cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies use identical calculations, this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The table above sets forth a reconciliation of Adjusted EBITDA and EBITDA to net income (loss) and to net cash provided by operating activities for the periods indicated.

The indenture governing the Company’s 10-3/8% senior discount notes, the indenture governing PanAmSat Corporation’s 9% senior notes and PanAmSat Corporation’s senior secured credit facilities contain financial covenant ratios, specifically total leverage and interest coverage ratios, that are calculated by reference to Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss) plus net interest expense, income tax expense (benefit) and depreciation and amortization, further adjusted to give effect to unusual items, non-cash items and other adjustments specifically required in calculating covenant ratios and compliance under the indenture governing the Company’s 10-3/8% senior discount notes, the indenture governing PanAmSat Corporation’s 9% senior notes due 2014 and PanAmSat Corporation’s senior secured credit facilities. These adjustments include unusual items such as severance, relocation costs and one-time compensation charges, non-cash charges such as non-cash compensation expense and the other adjustments shown below. Adjusted EBITDA is a material component of these covenants. For instance, non-compliance with the financial ratio maintenance covenants contained in the senior secured credit facilities could result in the requirement that PanAmSat immediately repay all amounts outstanding under such facilities and a prohibition on PanAmSat paying dividends to the Company, and non-compliance with the debt incurrence ratios contained in the Company’s 10-3/8% senior discount notes and PanAmSat Corporation’s 9% senior notes prohibit us from being able to incur additional indebtedness or make restricted payments, including payments of dividends on our common stock, other than pursuant to specified exceptions. In addition, under the restricted payments covenants contained in the indentures, the ability of the Company and PanAmSat Corporation, as applicable, to pay dividends is restricted by a formula based on the amount of Adjusted EBITDA. We believe the adjustments listed below are in accordance with the covenants discussed above.

(a) For all periods presented, adjustment of sales-type leases to operating leases represents the principal portion of the periodic sales-type lease payments that are recorded against the principal balance outstanding. These amounts would have been recorded as operating lease revenues if these agreements had been accounted for as operating leases instead of sales-type leases. These adjustments have the effect of including the principal portion of our sales-type lease payments in the period during which cash is collected.

(b) For the nine months ended September 30, 2005, loss on termination of sales-type leases represents the non-cash loss of $2.3 million incurred upon the conversion of one of our customer’s sales-type lease agreements to an operating lease agreement.

(c) For the three and nine months ended September 30, 2004, amounts represent certain non-cash charges resulting from the August 2004 XIPS anomaly on Galaxy 10R.

(d) For the nine months ended September 30, 2004, satellite impairment represents the pre-tax impairment charge related to the anomalies experienced by our PAS-6 satellite during the first quarter of 2004, which resulted in this satellite being de-orbited on April 2, 2004.

(e) Restructuring charges represent severance costs, leasehold termination costs and/or other facility closure costs.

(f) For the three months ended September 30, 2004, the adjustment represents the reversal of reserves established in relation to our sales-type leases. For the nine months ended September 30, 2004, amount represents the write-off of the long-term receivable balances due from a customer of $28.1 million, partially offset by the reversal of reserves established in relation to our sales-type leases during the three months ended September 30, 2004. For the nine months ended September 30, 2005, amount represents the reversal of approximately $4.3 million of in-orbit insurance liabilities, representing previously recorded expenses for sales-type leases on our Galaxy 4R and Galaxy 10R satellites that are no longer insured. During the nine months ended September 30, 2005, the insurance policies covering our Galaxy 4R and Galaxy 10R satellites expired and were not replaced and, as a result, these satellites and their related assets are no longer insured.

(g) For the three and nine months ended September 30, 2004, we recorded an allowance for customer credits related to receivables from a customer affiliated with The News Corporation, as collectibility was not reasonably assured. The adjustment represents the amount of revenues that would have been recognized had the allowance for customer credits not been recorded.

(h) For the three and nine months ended September 30, 2004, amount represents costs incurred in relation to the Recapitalization. These costs consisted of $138.2 million related to our debt tender offers, $9.5 million resulting from the cashing out of restricted stock units and stock options, $5.0 million of transaction related bonuses paid to certain of our executives and the remainder relating to the proxy solicitation and other costs. For the three months ended September 30, 2005, amount primarily represents costs associated with the Intelsat merger. For the nine months ended September 30, 2005, amount represents (i) $10.0 million paid to the Sponsors on March 22, 2005 in relation to the termination of their respective management services agreement with us, (ii) costs associated with our initial public offering, (iii) costs associated with the Intelsat merger and (iv) non-capitalizable third party costs.

(i) For the three months ended September 30, 2005, gain on undesignated interest rate swap represents the reduction in the fair value of the interest rate swap obligation recorded during the third quarter of 2005. For the nine months ended September 30, 2005, loss on undesignated interest rate swap represents changes in the fair value of the interest rate swap obligation through September 30, 2005.

(j) For the three months ended September 30, 2004, other items consist of (i) $0.5 million of non-cash stock compensation expense, and (ii) $0.2 million of expenses for management advisory services from the Sponsors. For the three months ended September 30, 2005, other items consist of (i) $0.1 million of reimbursed expenses which were paid to the Sponsors, (ii) $0.3 million of non-cash stock compensation expense, and (iii) $0.1 million of acquisition fees. For the nine months ended September 30, 2004, other items consist of (i) $2.5 million of non-cash reserve adjustments and (ii) $1.3 million gain on the disposal of assets, partially offset by (x) $1.9 million of non- cash stock compensation expense, (y) $0.2 million loss from an investment accounted for by the equity method and (z) $0.2 million of expenses for management advisory services from the Sponsors. For the nine months ended September 30, 2005, other items consist of (i) $0.6 million of expenses for management advisory services from the Sponsors and reimbursed expenses which were paid to the Sponsors, (ii) $0.5 million loss on disposal of fixed assets, (iii) $1.5 million of non- cash stock compensation expense and (iv) $0.2 million of acquisition costs, less $0.1 million of gains on equity investment.

(k) Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Adjusted Revenues (revenue plus the principal portion of periodic sales-type lease payments made during the period that are recorded against the principal balance outstanding and the revenues that would have been recognized as a result of the reversal of the allowance for customer credits) See notes (a) and (f) above. Adjusted EBITDA Margin is not a presentation made in accordance with GAAP and does not purport to be an alternative to net income (loss) determined in accordance with GAAP or as a measure of operating performance determined in accordance with GAAP. The company utilizes Adjusted EBITDA margin as a measure of internal operating performance and to track the company’s operating performance against its competitors.

    PanAmSat Holding Corporation
    FSS and G2 Operating Segments
    Reconciliation of Income (Loss) From Operations To Segment EBITDA
    (Unaudited)
    (Amounts in thousands)

                            Three Months Ended        Nine Months Ended
                       September 30, September 30, September 30, September 30,
                            2004          2005          2004          2005

    FSS Operating Segment:
    Reconciliation of
    income (loss) from
    operations to Segment
    EBITDA:

    Income (loss) from
     operations          $(88,909)      $105,644       $(78,640)    $247,262
    Depreciation and
     amortization          74,011         68,564        219,878      204,914
    EBITDA                (14,898)       174,208        141,238      452,176
    Adjustment of
     sales-type leases
     to operating
     leases(a)              6,608          6,702         19,035       19,912
    Loss on termination
     of sales-type
     leases(b)                  -              -              -        2,307
    Effect of Galaxy
     10R anomaly(c)         9,090              -          9,090            -
    Satellite impairment(d)     -              -         99,946            -
    Restructuring
     charges(e)             2,080            138          4,508        3,497
    Reserves for long-term
     receivables and
     sales-type leases(f)  (3,727)             -         24,419       (4,303)
    Reversal of allowance
     for customer
     credits(g)             1,800              -          7,200            -
    Transaction-related
     costs(h)             154,535              -        155,035       10,545
    (Gain) loss on
     undesignated interest
     rate swap(i)               -        (18,332)             -          305
    Other items(j)            748            262         (1,217)       1,904

    Segment EBITDA       $156,236       $162,978       $459,254     $486,343

    G2 Operating Segment:
    Reconciliation of
    income from
    operations to
    Segment EBITDA:

    Income from
     operations            $2,685         $4,430         $8,010      $10,934
    Depreciation and
     amortization             311            297          1,091          877
    EBITDA                  2,996          4,727          9,101       11,811
    Restructuring
     charges(e)                 -             71              -          477

    Segment EBITDA         $2,996         $4,798         $9,101      $12,288

As a result of the Recapitalization, we began utilizing Segment EBITDA as a measure of performance for our operating segments beginning in the third quarter of 2004. We evaluate the performance of our operating segments based on several factors, of which the primary financial measure is segment net income (loss) plus net interest expense, income tax expense (benefit) and depreciation and amortization, further adjusted to exclude non-recurring items and other non-cash adjustments largely outside of the segment operating managers’ control (“Segment EBITDA”). Segment EBITDA is presented herein because our chief operating decision maker evaluates and measures each business unit’s performance based on its Segment EBITDA results.

(a) For all periods presented, adjustment of sales-type leases to operating leases represents the principal portion of the periodic sales-type lease payments that are recorded against the principal balance outstanding. These amounts would have been recorded as operating lease revenues if these agreements had been accounted for as operating leases instead of sales-type leases. These adjustments have the effect of including the principal portion of our sales-type lease payments in the period during which cash is collected.

(b) For the nine months ended September 30, 2005, loss on termination of sales-type leases represents the non-cash loss of $2.3 million incurred upon the conversion of one of our customer’s sales-type lease agreements to an operating lease agreement in the first quarter of 2005.

(c) For the three and nine months ended September 30, 2004, amounts represent certain non-cash charges resulting from the August 2004 XIPS anomaly on Galaxy 10R.

(d) For the nine months ended September 30, 2004, satellite impairment represents the pre-tax impairment charge related to the anomalies experienced by our PAS-6 satellite during the first quarter of 2004, which resulted in this satellite being de-orbited on April 2, 2004.

(e) Restructuring charges represent severance costs, leasehold termination costs and/or other facility closure costs.

(f) For the three months ended September 30, 2004, the adjustment represents the reversal of reserves established in relation to our sales-type leases. For the nine months ended September 30, 2004, amount represents the pre-tax charge for long-term receivable balances due from a customer of $28.1 million, partially offset by the reversal of reserves established in relation to our sales-type leases during the three months ended September 30, 2004. For the nine months ended September 30, 2005, amount represents the reversal of approximately $4.3 million of in-orbit insurance liabilities, representing previously recorded expenses for sales-type leases on our Galaxy 4R and Galaxy 10R satellites that are no longer insured. During the nine months ended September 30, 2005, the insurance policies covering our Galaxy 4R and Galaxy 10R satellites expired and were not replaced and, as a result, these satellites and their related assets are no longer insured.

(g) For the three and nine months ended September 30, 2004, we recorded an allowance for customer credits related to receivables from a customer affiliated with The News Corporation, as collectibility was not reasonably assured. The adjustment represents the amount of revenues that would have been recognized had the allowance for customer credits not been recorded.

(h) For the three and nine months ended September 30, 2004, amount represents costs incurred in relation to the Recapitalization. These costs consisted of $138.2 million related to our debt tender offers, $9.5 million resulting from the cashing out of restricted stock units and stock options, $5.0 million of transaction related bonuses paid to certain of our executives and the remainder relating to the proxy solicitation and other costs. For the nine months ended September 30, 2005, amount represents (i) $10.0 million paid to the Sponsors on March 22, 2005 in relation to the termination of their respective management services agreement with us and (ii) non-capitalizable third party costs.

(i) For the three months ended September 30, 2005, gain on undesignated interest rate swap represents the reduction in the fair value of the interest rate swap obligation recorded during the third quarter of 2005. For the nine months ended September 30, 2005, loss on undesignated interest rate swap represents changes in the fair value of the interest rate swap obligation through September 30, 2005.

(j) For the three months ended September 30, 2004, other items consist of (i) $0.5 million of non-cash stock compensation expense, and (ii) $0.2 million of expenses for management advisory services from the Sponsors. For the three months ended September 30, 2005, other items consist of (i) $0.1 million of reimbursed expenses which were paid to the Sponsors, (ii) $0.1 million of non-cash stock compensation expense, (iii) $0.1 million of acquisition fees. For the nine months ended September 30, 2004, other items consist of (i) $2.5 million of non-cash reserve adjustments and (ii) $1.3 million gain on the disposal of assets, partially offset by (x) $1.9 million of non-cash stock compensation expense, (y) $0.2 million loss from an investment accounted for by the equity method and (z) $0.3 million of transaction costs related to acquisitions not consummated. For the nine months ended September 30, 2005, other items consist of (i) $0.6 million of expenses for management advisory services from the Sponsors and reimbursed expenses which were paid to the Sponsors, (ii) $0.5 million loss on disposal of fixed assets, (iii) $0.7 million of non-cash stock compensation expense and (iv) $0.2 million of acquisition costs, less $0.1 million of gains on equity investment.