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<SEC-DOCUMENT>0000950117-03-001189.txt : 20030328
<SEC-HEADER>0000950117-03-001189.hdr.sgml : 20030328
<ACCEPTANCE-DATETIME>20030328143643
ACCESSION NUMBER: 0000950117-03-001189
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 16
CONFORMED PERIOD OF REPORT: 20021231
FILED AS OF DATE: 20030328

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: SIRIUS SATELLITE RADIO INC
CENTRAL INDEX KEY: 0000908937
STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832]
IRS NUMBER: 521700207
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-24710
FILM NUMBER: 03624505

BUSINESS ADDRESS:
STREET 1: 1221 AVENUE OF THE AMERICAS
STREET 2: 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 2128995000

MAIL ADDRESS:
STREET 1: 1221 AVENUE OF THE AMERICAS
STREET 2: 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020

FORMER COMPANY:
FORMER CONFORMED NAME: CD RADIO INC
DATE OF NAME CHANGE: 19940203
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>a34799.txt
<DESCRIPTION>SIRIUS SATELLITE RADIO INC.
<TEXT>

<Page>

________________________________________________________________________________

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

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITES EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-24710
-------------------

SIRIUS SATELLITE RADIO INC.
(EXACT NAME OF REGISTRANT IN ITS CHARTER)
-------------------

<Table>
<S> <C>
DELAWARE 52-1700207
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OF ORGANIZATION)
</Table>

1221 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NEW YORK 10020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 584-5100
-------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<Table>
<Caption>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS: ON WHICH REGISTERED:
-------------------- --------------------
<S> <C>
None
</Table>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.001 per share
(TITLE OF CLASS)
-------------------

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. [x]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [x] No [ ]

On March 26, 2003, the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the Registrant, using the closing price
of the Registrant's common stock on such date, was $279,033,709.

The number of shares of the Registrant's common stock outstanding as of
March 26, 2003 was 911,666,616.

DOCUMENTS INCORPORATED BY REFERENCE

None.

________________________________________________________________________________

<Page>

SIRIUS SATELLITE RADIO INC.
2002 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS

<Table>
<Caption>
ITEM NO. DESCRIPTION PAGE
- -------- ----------- ----
<S> <C>
PART I

Item 1. Business.................................................... 2
Item 2. Properties.................................................. 16
Item 3. Legal Proceedings........................................... 16

PART II

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 17
Item 6. Selected Consolidated Financial Data........................ 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 18
Item 7A. Quantitative and Qualitative Disclosures About Market
Risks..................................................... 29
Item 8. Financial Statements and Supplementary Data................. 29
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 29

PART III

Item 10. Directors and Executive Officers of the Registrant.......... 30
Item 11. Executive Compensation...................................... 36
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters................ 42
Item 13. Certain Relationships and Related Transactions.............. 44
Item 14. Controls and Procedure...................................... 44
Item 15. Principal Accountant Fees and Services...................... 44

PART IV

Item 16. Exhibits, Financial Statement Schedules, and Reports on Form
8-K....................................................... 46
Signatures
Certification of Chief Executive Officer
Certification of Chief Financial Officer
</Table>

<Page>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following cautionary statements identify important factors that could
cause our actual results to differ materially from those projected in
forward-looking statements made in this Annual Report on Form 10-K and in other
reports and documents published by us from time to time. Any statements about
our beliefs, plans, objectives, expectations, assumptions, future events or
performance are not historical facts and may be forward-looking. These
statements are often, but not always, made through the use of words or phrases
such as 'will likely result,' 'are expected to,' 'will continue,' 'is
anticipated,' 'estimated,' 'intends,' 'plans,' 'projection' and 'outlook.' Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this Annual Report on Form 10-K and in other
reports and documents published by us from time to time, particularly the risk
factors described under 'Business -- Risk Factors' in Part I of this Annual
Report on Form 10-K. Among the significant factors that could cause our actual
results to differ materially from those expressed in the forward-looking
statements are:

our need for substantial additional financing by early 2004,
even following our recently completed recapitalization;

our competitive position; XM Satellite Radio, the other
satellite radio service provider in the United States, began
offering its service before us, has substantially more
subscribers than us and may have certain competitive
advantages;

our dependence upon third parties to manufacture,
distribute, market and sell SIRIUS radios and components for
those radios;

the unproven market for our service; and

the useful life of our satellites, which have experienced
circuit failures on their solar arrays and may not be
covered by insurance. The circuit failures our satellites
have experienced to date are not expected to limit the power
of our broadcast signal, reduce the expected useful life of
our satellites or otherwise affect our operations.

Because the risk factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us or on our behalf, you should not place undue reliance on
any of these forward-looking statements. In addition, any forward-looking
statement speaks only as of the date on which it is made, and we undertake no
obligation to update any forward-looking statement or statements to reflect
events or circumstances after the date on which the statement is made, to
reflect the occurrence of unanticipated events or otherwise. New factors emerge
from time to time, and it is not possible for us to predict which will arise or
to assess with any precision the impact of each factor on our business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements.

ITEM 1. BUSINESS

From our three orbiting satellites, we directly broadcast more than 100
channels, which we call 'streams', of digital-quality audio throughout the
continental United States for a monthly subscription fee of $12.95. We deliver
60 streams of 100% commercial-free music in virtually every genre, and over 40
streams of news, sports, weather, talk, comedy, public radio and children's
programming. Our broad and deep range of music as well as our news, sports and
entertainment programming is not available on conventional radio in any market
in the United States. We hold one of only two licenses issued by the Federal
Communications Commission (the 'FCC') to operate a national satellite radio
system.

On February 14, 2002, we launched our service in select markets and on
July 1, 2002, we launched our service nationwide. As of December 31, 2002, we
had 29,947 subscribers. Our primary source of revenues is subscription and
activation fees. In addition, we derive revenues from selling limited
advertising on our non-music streams.

We have agreements with Ford Motor Company, DaimlerChrysler Corporation, BMW
of North America, LLC, Nissan North America, Inc. and Volkswagen of America,
Inc. that

<Page>

contemplate the manufacture and sale of vehicles that include SIRIUS radios.
These alliances cover all major brands and affiliates of these automakers,
including Ford, Lincoln, Mercury, Jaguar, Land Rover, Chrysler, Mercedes, BMW,
MINI, Jaguar, Mazda, Dodge, Jeep, Volvo, Nissan, Infiniti, Volkswagen, Audi and
Freightliner and Sterling heavy trucks. Ford, DaimlerChrysler, BMW, Nissan and
Volkswagen are not required to manufacture or sell vehicles that include SIRIUS
radios pursuant to these agreements. In 2002, Ford, DaimlerChrysler, BMW, Nissan
and Volkswagen sold or leased approximately eight million vehicles in the
continental United States, approximately 48% of all new cars and trucks sold or
leased in the continental United States.

In the autosound aftermarket, SIRIUS radios are available for sale at
various national and regional retailers, such as Best Buy, Circuit City,
Ultimate Electronics, Tweeter Home Entertainment Group, Crutchfield and Good
Guys. On December 31, 2002, SIRIUS radios were available at approximately 5,500
retail locations. In 2002, consumer electronics retailers in the United States
sold over ten million car radios, of which approximately two million retailed
for a price in excess of $200.

PROGRAMMING

We program 60 streams of 100% commercial-free music under our brand 'SIRIUS'
and offer over 40 additional streams of other formats, such as news, sports and
entertainment programming. We believe that 60 music streams enable us to
'superserve' our subscribers with a greater range of content than is currently
offered by traditional AM/FM radio.

Our Music Streams. We design and originate the programming on each of our 60
commercial-free music streams. Each stream is operated as an individual radio
station, with a distinct format and its own hosts. Our line-up of music streams
currently consists of:

POP
Top 40 Hits
Adult Contemporary
Love Songs
Easy Listening
The Best of the `50s
The Best of the `60s
The Best of the `70s
The Best of the `80s
Christian Hits

ROCK
Classic Rock
Deeper Classic Rock
Jam Bands
Adult Album Alternative
Modern Rock
Alternative Rock
Classic Alternative
Stadium Rock
Eclectic Rock
Mellow Rock
Underground & Indie
Hard Rock
Blues

COUNTRY
Today's Country Hits
Country Mix
Classic Country
Alternative Country
Bluegrass

HIP HOP
Today's Rap
Int'l Rap/Spoken Word
Turntablism/Freestyle
Old Skool Rap
Rap Hits

R & B
Urban Contemporary
R&B Hots
Soul Ballads
Classic Soul

DANCE
House Music
Non Stop Club Mix
Mainstream Dance
Electronica
Dance Hits
Disco

JAZZ/STANDARDS
Contemporary Jazz
Smooth Jazz
Classic Jazz
Swing
Standards
Broadway's Best

CLASSICAL
Symphonic
Chamber Works
Classical Voices

VARIETY
Latin Pop Mix
Mexicana
Reggae
Folk
Gospel
Kids
New Age
World Music
Live & Features

We have assembled an extensive music library consisting of a deep range of
recorded music in each genre, which is updated with new recordings as they are
released. We have recruited program

<Page>

managers, who we call 'stream jockeys', from the recording, broadcasting and
entertainment industries to manage the daily programming for each SIRIUS music
stream.

In connection with our music programming, we must negotiate and enter into
royalty arrangements with two sets of rights holders: holders of copyrights in
musical works -- songs -- and holders of copyrights in sound
recordings -- tapes, compact discs or audio files. Musical works rights holders,
generally songwriters and music publishers, are represented by performing rights
societies such as ASCAP, or the American Society of Composers, Authors and
Publishers, BMI, or Broadcast Music, Inc., and SESAC, Inc. These organizations
negotiate fees with copyright users, collect royalties and distribute them to
the rights holders.

We have entered into license agreements with ASCAP and SESAC pursuant to
which we pay royalties for our public performances of musical works. We have
begun discussions with BMI regarding a similar license and hope to execute a
reasonable agreement with BMI during 2003. If we are unable to reach an
agreement with BMI, a royalty rate may ultimately be established through
litigation.

Sound recording rights holders, typically large record companies, are
primarily represented by the RIAA, or the Recording Industry Association of
America, which negotiates licenses and collects and distributes royalties. In
March 2003, we entered into an agreement with the RIAA pursuant to which we pay
royalties for our public performances of sound recordings.

Our News, Sports and Entertainment Streams. In addition to our music
streams, we offer over 40 streams of news, sports and entertainment programming,
which includes limited commercial advertising.

We currently air the following news, sports and entertainment streams:

NEWS
CNBC
Bloomberg Radio
ABC News & Talk
CNN Headline News
FOX News Channel
NPR Now
NPR Talk
PRI's Public Radio Channel
The Weather Channel Radio Nat'l
The Weather Channel Radio East
The Weather Channel Radio Central
The Weather Channel Radio West
C-SPAN Radio
BBC World Service News
World Radio Network
BBC Mundo

SPORTS
ESPN Radio
ESPNEWS
Sports Byline USA
Speed Channel Radio
OLN Adventure Radio
Radio Deportivo

ENTERTAINMENT
Radio Disney
SIRIUS Trucking Network
WSM Entertainment
Radio Classics
Court TV Plus
SIRIUS Entertainment
E! Entertainment Radio
A&E Satellite Radio
Discovery Channel Radio
La Red Hispana
Radio Amigo
Radio Mujer
The Word Network
Wisdom Radio
SIRIUS Right
SIRIUS Left
SIRIUS Talk
SIRIUS Comedy
Preview Channel

We also transmit live play-by-play broadcasts of NBA games, including the
2003 NBA playoffs and finals, as part of our standard programming package. Our
streams will change over time based upon feedback from our subscribers.

AGREEMENTS WITH AUTOMAKERS

We have an agreement with DaimlerChrysler Corporation, Mercedes-Benz USA,
Inc. and Freightliner LLC, companies that we collectively refer to as
DaimlerChrysler, which anticipates that DaimlerChrysler will manufacture, market
and sell vehicles that include SIRIUS radios. This agreement covers all cars and
light trucks manufactured by DaimlerChrysler as well as Freightliner and
Sterling heavy trucks. As part of this agreement, we share with DaimlerChrysler
a portion of the revenues we derive from subscribers using new DaimlerChrysler
vehicles equipped to receive our broadcasts ('DaimlerChrysler Enabled
Vehicles'). We reimburse DaimlerChrysler for certain

<Page>

advertising expenses and hardware costs of DaimlerChrysler Enabled Vehicles, and
issued to DaimlerChrysler Corporation a warrant to purchase 4,000,000 shares of
our common stock at an exercise price of $3.00 per share. This warrant is
exercisable based upon the number of DaimlerChrysler Enabled Vehicles that
DaimlerChrysler manufactures, and is fully exercisable after 4,000,000
DaimlerChrysler Enabled Vehicles are manufactured. Our agreement with
DaimlerChrysler extends to May 12, 2007, unless terminated earlier.

DaimlerChrysler is offering SIRIUS radios as both a dealer and
factory-installed feature. SIRIUS radios are currently available at Chrysler,
Dodge and Jeep dealerships across the continental United States on 16 different
2003 model-year vehicles as a dealer-installed option, as a factory-installed
option on the Chrysler 300M, and as standard equipment in the Dodge PT Dream
Cruiser II.

We also have an agreement with Ford Motor Company, which anticipates that
Ford will manufacture, market and sell cars and trucks that include SIRIUS
radios. This agreement includes all Ford brands, including Ford, Jaguar, Mazda,
Volvo and Land Rover. As part of this agreement, we share with Ford a portion of
the revenues we derive from subscribers using new Ford vehicles equipped to
receive our broadcasts ('Ford Enabled Vehicles'). We also reimburse Ford for
certain advertising expenses and hardware costs of Ford Enabled Vehicles, and
have issued to Ford a warrant to purchase 4,000,000 shares of our common stock
at an exercise price of $3.00 per share. This warrant is exercisable based upon
certain corporate events and the number of Ford Enabled Vehicles that Ford
manufactures, and is fully exercisable after 1,500,000 Ford Enabled Vehicles are
manufactured. Our agreement with Ford extends to October 7, 2007, unless
terminated earlier.

Ford, Lincoln, Mercury, Jaguar, Volvo and Land Rover have announced plans to
offer SIRIUS radios as a dealer-installed option in select vehicles during the
2003 calendar year.

Our agreement with BMW of North America, LLC, anticipates that BMW and MINI
will market and sell vehicles that include SIRIUS radios. As part of this
agreement, we share with BMW a portion of the revenues we derive from
subscribers using BMW vehicles equipped to receive our broadcasts ('BMW Enabled
Vehicles'). In addition, we reimburse BMW for certain advertising expenses and
hardware costs of BMW Enabled Vehicles. All 2003 BMW 3 Series sedans and coupes,
5 Series sedans, and X5 vehicles equipped with an in-dash stereo that includes a
compact disc player are compatible with SIRIUS radios.

Our agreement with Nissan North America, Inc., anticipates that Nissan and
Infiniti will market and sell vehicles that include SIRIUS radios. As part of
this agreement, we reimburse Nissan for a portion of the engineering costs
associated with the introduction of SIRIUS radios in Nissan and Infiniti
vehicles. SIRIUS radios are available as a dealer-installed option in the 2003
model-year Nissan Pathfinder and Maxima and in the Infiniti FX45, G35 and
G35 coupe. SIRIUS radios are also expected to become available as a
dealer-installed option in the 2003 model-year Infiniti Q45 and M45. XM Radio
has also entered into an agreement with Nissan.

We have an agreement with Volkswagen of America, Inc., which anticipates
that Volkswagen and Audi will market and sell vehicles that include SIRIUS
radios. As part of this agreement, we reimburse Volkswagen for a portion of the
engineering costs associated with the introduction of SIRIUS radios in
Volkswagen and Audi vehicles. Volkswagen and Audi expect to introduce radios
capable of receiving both our service and XM Radio's service when such radios
become available. XM Radio has also entered into an agreement with Volkswagen.

In addition to our agreements with DaimlerChrysler, Ford, BMW, Volkswagen
and Nissan, we are in discussions with other automakers to include SIRIUS radios
in new cars and trucks. Under our joint development agreement with XM Radio, any
new agreements with automakers will be on a non-exclusive basis and will require
that such automakers install radios capable of receiving both SIRIUS and XM
Radio's satellite radio service as soon as such interoperable radios become
available.

<Page>

HERTZ

We have an agreement with Hertz Corporation to make SIRIUS radios available
as an option to its rental car customers. All of the SIRIUS radios installed in
Hertz vehicles are owned by us, and installed and serviced at our expense by a
company designated by Hertz. Our service is offered as a premium feature to
Hertz customers for a daily fee, a portion of which we share with Hertz. Hertz
will initially make available approximately 20,000 SIRIUS radios for renters of
Ford's Taurus, Windstar, Escape, Expedition, Explorer, Mountaineer, Crown
Victoria, and Mercury Sable and Grand Marquis models. Installation of SIRIUS
radios in Hertz vehicles in California and
Florida began in December 2002. In January 2003, Hertz expanded its offering of
SIRIUS radio as an option to its customers in Las Vegas, Phoenix and Denver.

THE SIRIUS SYSTEM

Our satellite radio system is designed to provide clear reception in most
areas despite variations in terrain, buildings and other obstructions. Motorists
can receive our streams in all outdoor locations where the vehicle has an
unobstructed line-of-sight with one of our satellites or is within range of one
of our terrestrial repeaters.

The FCC has allocated the portion of the S-band located between 2320 MHz and
2345 MHz exclusively for national satellite radio broadcasts. We use 12.5 MHz of
bandwidth in the 2320.0-2332.5 MHz frequency allocation to transmit our signals
from our satellites to our subscribers. Uplink transmissions (from the ground to
our satellites) use 12.5 MHz of bandwidth in the 7060-7072.5 MHz band.

Our satellite radio system consists of three principal components:

satellites and terrestrial repeaters;

our national broadcast studio; and

SIRIUS radios.

SATELLITES AND TERRESTRIAL REPEATERS

Satellites. Space Systems/Loral delivered title to our three operating
satellites on July 31, 2000, September 29, 2000 and December 20, 2000, following
the completion of in-orbit testing of each satellite. Our fourth, spare
satellite was delivered to ground storage on April 19, 2002.

Our satellites are of the Loral FS-1300 model series. This family of
satellites has a history of reliability with a total of more than 350 years of
in-orbit operation time. Each satellite is designed to have a useful life of
approximately 15 years from time of launch.

Each operating satellite travels in a 'figure eight' pattern extending above
and below the equator, and spends approximately 16 hours per day north of the
equator. At any time, two of our three satellites operate north of the equator
while the third satellite does not broadcast as it traverses the portion of the
orbit south of the equator. This orbital configuration yields high signal
elevation angles, reducing service interruptions that can result from signal
blockage.

We maintain in-orbit insurance policies covering our satellites from global
space insurance underwriters. Our current policies cover in-orbit losses
totaling $110 million per satellite, an amount sufficient to launch our
replacement satellite, but not sufficient to purchase a new spare satellite. We
intend to evaluate the benefits of continuing to purchase in-orbit satellite
insurance in light of the increased costs of such insurance and the probability
of an insurable failure occurring, and may decline to purchase such insurance or
purchase less insurance than we currently maintain. In the event we decline to
purchase in-orbit satellite insurance, a failure of any of our in-orbit
satellites would not be covered by insurance. If we insure our satellites for an
amount less than the cost of replacing the satellites and launching the
replacements, a failure of any of our satellites may only be covered in part by
insurance.

If we are required to launch our spare satellite due to the in-orbit failure
of one of our orbiting satellites, our operations would be interrupted or
impaired for at least six months. If two

<Page>

or more of our satellites fail in orbit, our operations could be suspended for
at least 16 months. In either event, our business would be materially impacted
and we could default on our commitments to our distribution partners, creditors
or others and may have to permanently discontinue operations or seek a purchaser
for our business or assets.

Our satellites are designed to minimize the adverse effects of transmission
component failure through the incorporation of redundant components that
activate automatically or by ground command upon failure. If multiple component
failures occur and the supply of redundant components is exhausted, the
satellite generally will continue to operate, but at reduced capacity.

Terrestrial Repeaters. In some areas with high concentrations of tall
buildings, such as urban centers, and in tunnels signals from our satellites may
be blocked and reception of our satellite signal can be adversely affected. In
many of these areas, we have deployed terrestrial repeaters to supplement our
satellite coverage. To date, we have deployed 98 terrestrial repeaters in 61
urban areas. We may deploy additional terrestrial repeaters if we discover that
our existing terrestrial repeaters fail to cover a significant number of
subscribers or potential subscribers.

NATIONAL BROADCAST STUDIO

Our programming originates from our national broadcast studio in New York
City. The national broadcast studio houses our corporate headquarters, our music
library, facilities for programming origination, programming personnel and
facilities to transmit programming to our orbiting satellites.

The studios and transmission facilities at our national broadcast studio are
100% digital, resulting in no cumulative distortion to degrade the sound of our
music and entertainment product. The national broadcast studio contains
state-of-the-art production facilities and has been designed to broadcast more
than 100 streams.

Service commands to initiate and suspend subscriber service also are relayed
from the national broadcast studio to our satellites for retransmission to
subscribers' radios. Tracking, telemetry and control of our orbiting satellites
is also performed from our national broadcast studio. These activities include
routine satellite orbital maneuvers and monitoring of the satellites.

SIRIUS RADIOS

We have entered into agreements with numerous consumer electronics
manufacturers, including Alpine Electronics Inc., Audiovox Corporation, Clarion
Co., Ltd., Delphi Corporation, Kenwood Corporation, Matsushita Communication
Industrial Corporation of USA, Recoton Corporation and Visteon Automotive
Systems, to develop, manufacture and distribute SIRIUS radios.

In the autosound aftermarket, SIRIUS subscribers have the choice of two
different receiving devices for their cars -- an FM modulated radio or a
three-band radio. In new cars and trucks, consumers receive SIRIUS through
three-band (AM/FM/SAT) radios, which come installed by automakers or their
dealers.

FM Modulated Radios. FM modulated radios enable our service to be received
in all vehicles with FM radios, or approximately 95% of all U.S. vehicles. The
essential electronics for each FM modulated radio is contained in a small unit,
approximately the size of a video cassette, that is customarily mounted in the
vehicle's trunk. FM modulated radios from Audiovox, Clarion, Jensen, Kenwood and
Panasonic are currently available at retailers nationally.

Three-Band Radios. Three-band radios are nearly identical in appearance to
existing car stereos and allow the user to listen to AM, FM or SIRIUS with the
push of a button. Like existing radios, three-band radios may also incorporate
cassette or compact disc players.

In the autosound aftermarket, three-band radios from Kenwood and Clarion are
currently available at retailers nationally. Three-band radios from Delphi,
Alpine and Visteon are also available to DaimlerChrysler, BMW, Ford, Nissan and
Volkswagen for factory or dealer installation. When factory-installed, the cost
of the radio is generally included in the sticker price of the vehicle and may
include a one year prepaid subscription to our service.

<Page>

The essential element of three-band radios and FM modulated radios is a set
of integrated circuits, or a chip set, which permits the device to decode,
decompress and output our broadcasts. New versions of this chip set, with
enhanced features, superior performance or a lower price, are expected to be
introduced periodically.

Unified Standard. On February 16, 2000, we signed an agreement with XM
Radio, the holder of the other FCC license to provide a satellite-based digital
audio radio service, to develop a unified standard for satellite radios to
enable consumers to purchase one radio capable of receiving both SIRIUS and XM
Radio's services. We expect the unified standard to detail the technology to
be employed by manufacturers of such dual-mode radios. The technology relating
to this unified standard will be jointly developed, funded and owned by the two
companies. In addition, we are working with XM Radio to promote adoption of the
new standard by creating a service mark for satellite radio. This unified
standard is also intended to meet FCC rules that require interoperability of
both licensed satellite radio systems. We anticipate that it will take several
years to develop radios capable of receiving both services.

As part of this joint development agreement, we and XM Radio have licensed
our intellectual property to one another.

Both companies expect to work with their automakers and radio manufacturers
to integrate the new unified standard and have agreed that future agreements
with automakers and radio manufacturers will specify the unified satellite radio
standard. Furthermore, we and XM Radio have agreed that future agreements with
retail and automotive distribution partners and content providers will be on a
non-exclusive basis.

RECAPITALIZATION

On March 7, 2003, we completed a series of transactions to restructure our
debt and equity capitalization. As part of these transactions:

we exchanged 545,012,162 shares of our common stock for
approximately 91% of our outstanding debt, resulting in the
cancellation of all of our Lehman term loans, all of our
Loral term loans, approximately $251.2 million in aggregate
principal amount at maturity of our 15% Senior Secured
Discount Notes due 2007, approximately $169.7 million in
aggregate principal amount of our 14 1/2% Senior Secured
Notes due 2009, and approximately $14.7 million in aggregate
principal amount of our 8 3/4% Convertible Subordinated
Notes due 2009;

we exchanged 76,992,865 shares of our common stock and
warrants to purchase 87,577,114 shares of our common stock
for all of our outstanding cumulative convertible preferred
stock;

we sold 24,060,271 shares of our common stock to affiliates
of Apollo Management, L.P. for an aggregate of
$25.0 million in cash;

we sold 24,060,271 shares of our common stock to affiliates
of The Blackstone Group L.P. for an aggregate of
$25.0 million in cash; and

we sold 163,609,837 shares of our common stock to affiliates
of OppenheimerFunds, Inc. for an aggregate of
$150.0 million in cash.

After giving effect to these transactions, at March 7, 2003, we had in
excess of $300.0 million of cash, cash equivalents and marketable securities;
approximately $61.2 million in aggregate principal amount of outstanding debt,
consisting of approximately $29.2 million in aggregate principal amount at
maturity of 15% Senior Secured Discount Notes due 2007, approximately
$30.3 million in aggregate principal amount of 14 1/2% Senior Secured Notes due
2009 and approximately $1.7 million in aggregate principal amount of 8 3/4%
Convertible Subordinated Notes due 2009; and approximately 911,479,700 shares of
common stock outstanding. We recognized a non-cash gain during the first quarter
of 2003 of approximately $257.0 million as a result of these transactions.

<Page>

In connection with the exchange offer relating to our debt, we also amended
the indentures under which our 15% Senior Secured Discount Notes due 2007,
14 1/2% Senior Secured Notes due 2009 and 8 3/4% Convertible Subordinated Notes
due 2009 were issued to eliminate substantially all of the restrictive
covenants. Holders of our debt also waived any existing events of default or
events of default caused by the restructuring.

GOVERNMENT REGULATION

As an operator of a privately owned satellite system, we are regulated by
the FCC under the Communications Act of 1934. The FCC is the government agency
with primary authority in the United States over satellite radio communications.
Any assignment or transfer of control of our FCC license must be approved by the
FCC. We currently must comply with regulation by the FCC principally with
respect to:

the licensing of our satellite system;

preventing interference with or to other users of radio
frequencies; and

compliance with FCC rules established specifically for U.S.
satellites and satellite radio services.

On April 2, 1997, we were one of two winning bidders for an FCC license to
operate a satellite digital audio radio service. Our FCC license expires on
February 14, 2010. Prior to the expiration of the term, we will be required to
apply for a renewal of our FCC license. We anticipate that, absent significant
misconduct on our part, our FCC license will be renewed to permit operation of
our satellites for their useful lives, and that a license would be granted for
any replacement satellites.

One of the losing bidders for an FCC license to provide satellite radio
requested the FCC to review the grant of our license. The FCC denied this
request and the matter was appealed to the United States Court of Appeals for
the District of Columbia Circuit which upheld the FCC's denial in February 2003.

In some areas with high concentrations of tall buildings, such as urban
centers, signals from our satellites may be blocked and reception can be
adversely affected. In many of these areas, we have installed terrestrial
repeaters to supplement our signal coverage. We have constructed 98 terrestrial
repeaters in 61 urban areas throughout the United States. The FCC has not yet
established rules governing terrestrial repeaters. A rulemaking on the subject
was initiated by the FCC on March 3, 1997 and is still pending. Many comments
have been filed as part of this rulemaking, including comments from the National
Association of Broadcasters, major cellular telephone system operators and other
holders of spectrum adjoining ours. The comments cover many topics relating to
the operation of our terrestrial repeaters, but principally seek to protect
adjoining wireless services from interference. We cannot predict the outcome or
timing of these FCC proceedings and the final rules adopted by the FCC may limit
our ability to deploy additional terrestrial repeaters and/or require us to
reduce the power of our existing terrestrial repeaters. In the interim, the FCC
has granted us special temporary authority to operate our terrestrial repeaters
and offer our service. This special temporary authority is being challenged by
one of the holders of spectrum adjoining ours. This authority is effective until
such time as the FCC acts to terminate it and requires us not to cause harmful
interference to other wireless services.

Our FCC license is conditioned on us certifying that our system includes a
receiver design that will permit end users to access XM Radio's system. On
February 16, 2000, we signed an agreement with XM Radio to jointly develop a
unified standard for satellite radios to facilitate the ability of consumers to
purchase one radio capable of receiving both our and XM Radio's services. We
believe that this agreement, and our efforts with XM Radio to develop this
unified standard for satellite radios, satisfies the interoperability condition
contained in our FCC license. We notified the FCC of this agreement on
October 6, 2000 and asked it to concur that our efforts to develop this unified
standard satisfied the conditions to our license. The FCC has not responded to
this request.

<Page>

The FCC has updated certain regulations, and has proposed to update other
regulations, to govern the operations of unlicensed devices that may generate
radio energy in the part of the spectrum used by us. The devices would be
required to comply with FCC rules that prohibit these devices from causing
harmful interference to an authorized radio service such as our service. If the
FCC does not adopt adequate technical standards specifically applicable to these
devices and the use of these unlicensed devices becomes commonplace, it may be
difficult for us to enforce our rights to use spectrum without interference from
such unlicensed devices. We believe that the currently proposed FCC rules must
be strengthened to ensure protection of the spectrum allocated for our
operations. During the past five years, we filed comments and other written
submissions to the FCC and met with members and staff of the FCC to express our
concerns and protect our right to use our spectrum without interference from
unlicensed devices. The FCC's failure to adopt adequate standards could have
an adverse effect on the reception of our service.

The Communications Act prohibits the issuance of a license to a foreign
government or a representative of a foreign government, and contains limitations
on the ownership of common carrier, broadcast and some other radio licenses by
non-U.S. citizens. We are regulated as a subscription-based, non-common carrier
by the FCC and are not a broadcast service. As such, we are not bound by the
foreign ownership provisions of the Communications Act. On November 30, 2001, in
response to a petition to apply the foreign ownership rules to satellite digital
audio radio services, the FCC confirmed that these rules do not apply. As a
private carrier, we are free to set our own prices and serve customers according
to our own business judgment, without economic regulation.

The foregoing discussion reflects the application of current communications
law and FCC regulations to our service in the United States. Changes in law or
regulations relating to communications policy or to matters affecting
specifically our service could adversely affect our ability to retain our FCC
license or the manner in which we operate. Further, actions of the FCC may be
reviewed by U.S. federal courts and we cannot assure you that if challenged,
these actions would be upheld.

THE SIRIUS TRADEMARK

We have an application pending in the U.S. Patent and Trademark Office for
the registration of the trademark 'SIRIUS' in connection with our service. We
intend to maintain our trademark and the anticipated registration. We are not
aware of any material claims of infringement or other challenges to our right to
use the 'SIRIUS' trademark in the United States in connection with our service.

PERSONNEL

As of March 14, 2003, we had 304 employees. In addition, we rely upon a
number of consultants and other advisors. None of our employees are represented
by a labor union, and we believe that our relationship with our employees is
good.

CORPORATE INFORMATION

Sirius Satellite Radio Inc. was incorporated in the State of Delaware as
Satellite CD Radio, Inc. on May 17, 1990. On December 7, 1992, we changed our
name to CD Radio Inc., and we formed a wholly owned subsidiary, Satellite CD
Radio, Inc., that is the holder of our FCC license. On November 18, 1999, we
changed our name again to Sirius Satellite Radio Inc. Our executive offices are
located at 1221 Avenue of the Americas, New York, New York 10020 and our
telephone number is (212) 584-5100.

Our internet address is SIRIUS.com. Our annual, quarterly and current
reports, and amendments to those reports, filed or furnished pursuant to
Section 14(a) or 15(d) of the Securities Exchange Act of 1934 may be accessed
free of charge through our website as soon as reasonably practicable after we
have electronically filed such material with, or furnished it to, the SEC.
SIRIUS.com is an inactive textual reference only, meaning that the information
contained on
10

<Page>

the website is not part of this Annual Report on Form 10-K and is
not incorporated in this report by reference.

RISK FACTORS

In addition to the other information in this Annual Report on Form 10-K, the
following risk factors should be considered carefully in evaluating us and our
business. This Annual Report on Form 10-K contains forward-looking statements
within the meaning of the federal securities laws. Actual results and the timing
of events could differ materially from those projected in forward-looking
statements due to a number of factors, including those set forth below and
elsewhere in this Annual Report on Form 10-K. See 'Special Note Regarding
Forward-Looking Statements.'

WE WILL STILL NEED ADDITIONAL FINANCING, WHICH MAY NOT BE AVAILABLE.

We have sufficient cash to cover our estimated funding needs into the second
quarter of 2004. We anticipate that we will need further additional funding of
approximately $100 million before we achieve cash flow breakeven, the point at
which our revenues are sufficient to fund expected operating expenses, capital
expenditures, interest and principal payments and taxes. This amount is an
estimate and may change, and we may need additional financing in excess of this
estimate. Our actual funding requirements could vary materially from our current
estimates. We may have to raise more funds than expected to remain in business
and continue to develop and market our satellite radio service.

We may continue to struggle to stay in business. Our financial projections
are based on assumptions which we believe are reasonable but contain significant
uncertainties, including, most importantly, the length of time and level of
costs necessary to obtain the number of subscribers required to sustain our
operations. At December 31, 2002, we had 29,947 subscribers. We estimate that we
will need approximately two million subscribers before we achieve cash flow
breakeven.

We plan to raise future funds by selling debt or equity securities, or both,
publicly and/or privately, and by obtaining loans or other credit lines from
banks or other institutions. We may not be able to raise sufficient funds on
favorable terms or at all. If we fail to obtain necessary financing on a timely
basis, then our business would be materially impacted and we could default on
commitments to our distribution partners, creditors or others, and may have to
discontinue operations or seek a purchaser for our business or assets.

OUR BUSINESS MIGHT FAIL, EVEN AFTER OUR RECENT RESTRUCTURING.

We were a development stage company until early 2002. We began generating
revenues on February 14, 2002, although, to date, these revenues have not been
significant. Our ability to generate significant revenues and ultimately to
become profitable will depend upon several factors, including whether we can
attract and retain a sufficient number of subscribers and advertisers to our
satellite radio service and whether we compete successfully. As of December 31,
2002, we had 29,947 subscribers.

We cannot estimate with any certainty the long-term consumer demand for our
service or the degree to which we will meet that demand. Among other things,
consumer acceptance will depend upon whether we obtain, produce and market high
quality programming consistent with consumers' tastes; the willingness of
consumers to pay subscription fees to obtain our service; the cost and
availability of SIRIUS radios; our marketing and pricing strategy; and the
marketing and pricing strategy of our direct competitor, XM Radio. If demand for
our service does not develop as expected, we may not be able to generate enough
revenues to become profitable or to generate positive cash flow.

OUR EXPENDITURES AND LOSSES HAVE BEEN SIGNIFICANT AND ARE EXPECTED TO GROW.

As of December 31, 2002, we had an accumulated deficit of approximately $927
million. We expect our cumulative net losses and cumulative negative cash flow
to grow as we make payments
11

<Page>

under our various contracts, incur marketing and subscriber acquisition costs
and make interest payments on our outstanding indebtedness. If we are unable
ultimately to generate sufficient revenues to become profitable and have
positive cash flow we could default on commitments to our distribution
partners, creditors or others, and may have to discontinue operations or seek
a purchaser for our business or assets.

COMPETITION FROM XM RADIO AND TRADITIONAL AND EMERGING AUDIO ENTERTAINMENT
PROVIDERS COULD ADVERSELY AFFECT OUR ABILITY TO GENERATE REVENUES.

We compete with many entertainment providers for both listeners and
advertising revenues, including XM Radio, the other satellite radio provider;
traditional and digital AM/FM radio; internet based audio providers; direct
broadcast satellite television audio services; and cable systems that carry
audio services. XM Radio began commercial operations in September 2001, offers
its service for a monthly charge of $9.99, features over 100 channels, and has
acquired a significant number of subscribers. If consumers perceive that XM
Radio offers a more attractive service or enhanced features, superior equipment
alternatives, or has stronger marketing or distribution channels, it may gain a
long-term competitive advantage over us. As of December 31, 2002, we had a total
of 29,947 subscribers, while XM Radio reported approximately 347,000
subscribers.

Unlike SIRIUS, traditional AM/FM radio has a well established and dominant
market presence for its services and offers free broadcast reception supported
by commercial advertising rather than by a subscription fee. Further, the
incumbent terrestrial broadcasters have announced intentions to enhance their
existing broadcasts with digital quality services utilizing new technology in
the near future. Also, many radio stations offer information programming of a
local nature, such as traffic and weather reports, which we do not offer as
effectively as local radio. To the extent that consumers place a high value on
these features of traditional AM/FM radio, we are at a competitive disadvantage.

FAILURE OF THIRD PARTIES TO PERFORM COULD ADVERSELY AFFECT OUR BUSINESS.

We need to assure continued proper manufacturing and distribution of SIRIUS
radios and development and provision of programming in connection with our
service. Many of these tasks depend on the efforts of third parties, including:

automakers, which have entered into agreements which
contemplate manufacturing, marketing and selling vehicles
capable of receiving our service, but have limited or no
obligations to do so;

Agere Systems, Inc., which has designed, developed and is
manufacturing our chip set and is designing, developing and
manufacturing the next generation of our chip set;

consumer electronics manufacturers, which are developing,
manufacturing, distributing and marketing SIRIUS radios;

retailers, which are marketing and selling SIRIUS radios and
promoting subscriptions to our service; and

other third party vendors, who have designed or operate
important elements of our system, such as our call center or
subscriber management system.

If one or more of these third parties do not perform in a sufficient manner,
our business will be adversely affected.

HIGHER THAN EXPECTED SUBSCRIBER ACQUISITION COSTS OR SUBSCRIBER TURNOVER COULD
ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

We are spending substantial funds on advertising and marketing and in
transactions with automakers, radio manufacturers, retailers and others to
obtain and attract subscribers. If the costs

<Page>

of attracting subscribers or incentivizing other parties are greater than
expected, our financial performance and results of operations will be
adversely affected.

We expect to experience some subscriber turnover, or churn. We cannot
predict the amount of churn we will experience or how successful we will be at
retaining subscribers, including subscribers who purchase or lease vehicles that
include a subscription to our service. High subscriber turnover, or our
inability to attract customers who purchase or lease new vehicles to our
service, would adversely affect our financial performance and results of
operations.

PREMATURE DEGRADATION OR FAILURE OF OUR SATELLITES COULD DAMAGE OUR BUSINESS.

We expect that our satellites will function effectively for approximately 15
years from the time of their launch, and that after this period their
performance in delivering our satellite radio service will deteriorate. However,
the useful life of any particular satellite may vary from this estimate. Our
operating results would be adversely affected if the useful life of our
satellites is significantly shorter than 15 years. The useful lives of our
satellites will vary and depend on a number of factors, including:

degradation and durability of solar panels;

quality of construction;

amount of fuel our satellites consume;

durability of component parts;

random failure of satellite components, which could result
in damage to or loss of a satellite; and

in rare cases, damage or destruction by electrostatic storms
or collisions with other objects in space.

Space Systems/Loral, the manufacturer of our satellites, has identified
circuit failures in solar arrays on satellites launched since 1997, including
our satellites. The circuit failures our satellites have experienced to date are
not expected to limit the power of our broadcast signal, reduce the expected
useful life of our satellites or otherwise affect our operations. However, if a
substantial number of additional circuit failures were to occur, the estimated
useful life of our satellites could be reduced.

If one of our three satellites fails in orbit and we are required to launch
our spare satellite, our operations could be suspended for up to six months. If
two or more of our satellites fail in orbit, our operations could be suspended
for at least 16 months. In either event, our business would be materially
impacted and we could default on our commitments to our distribution partners,
creditors or others and may have to permanently discontinue operations or seek a
purchaser for our business or assets.

LOSSES FROM SATELLITE DEGRADATION MAY NOT BE COVERED BY INSURANCE.

We maintain in-orbit insurance policies from global space insurance
underwriters. Our current policies cover in-orbit losses totaling $110 million
per satellite, an amount sufficient to launch our replacement satellite, but not
sufficient to purchase a new spare satellite.

We intend to evaluate the benefits of continuing to purchase in-orbit
satellite insurance in light of the increased costs and the probability of an
insurable failure occurring, and may decline to purchase such insurance or
purchase less insurance than we currently maintain. In the event we decline to
purchase in-orbit satellite insurance, a failure of any of our in-orbit
satellites would not be covered by insurance. Further, if we insure our in-orbit
satellites for an amount less than the cost of replacing the satellites and
launching the replacements, a failure of any of our satellites may only be
covered in part by insurance.

<Page>

FAILURE TO COMPLY WITH FCC REQUIREMENTS COULD DAMAGE OUR BUSINESS.

As an owner of one of two FCC licenses to operate a satellite radio service
in the United States, we are subject to FCC rules and regulations, and the terms
of our license, which require us to meet certain conditions such as
interoperability of our system with XM Radio, the other licensed satellite radio
system in the United States; coordination of our satellite radio service with
radio systems operating in the same range of frequencies in neighboring
countries; and coordination of our communications links to our satellites with
other systems that operate in the same frequency band.

Non-compliance by us with these conditions could result in fines, additional
license conditions, license revocation or other detrimental FCC actions. We may
also be subject to interference from adjacent radio frequency users if the FCC
does not adequately protect us against such interference in its rulemaking
process.

The FCC has not yet issued final rules permitting us to operate and deploy
terrestrial repeaters to fill gaps in satellite coverage. We are operating our
repeaters on a non-interference basis pursuant to a grant of special temporary
authority from the FCC, and this authority is currently being challenged by
operators of terrestrial wireless systems who have asserted that our repeaters
may cause interference. The FCC's final terrestrial repeater rules may require
us to reduce the power of our terrestrial repeaters and limit our ability to
deploy additional repeaters. If we are required to significantly reduce the
power of our terrestrial repeaters, this would have an adverse effect on the
quality of our service in certain markets and/or cause us to alter our
terrestrial repeater infrastructure at a substantial cost. If the FCC limits our
ability to deploy additional terrestrial repeaters, our ability to improve any
deficiencies in our service quality that may be identified in the future would
be adversely affected.

THE COMPANY THAT DEVELOPED AND OPERATES OUR SUBSCRIBER MANAGEMENT SYSTEM HAS
FILED A PETITION TO REORGANIZE UNDER CHAPTER 11 OF THE BANKRUPTCY CODE. WE MAY
BEGIN USING A NEW SUBSCRIBER MANAGEMENT SYSTEM IF THE BANKRUPTCY COURT PERMITS
US TO TERMINATE OUR ARRANGEMENT WITH THAT COMPANY.

On November 4, 2002, we notified Sentraliant, Inc., the company that
developed and operates our subscriber management system, that it had breached
the agreement under which it provides that system, and that, unless various
defects and other problems with the system were corrected by January 3, 2003,
the agreement would terminate on that date. We later extended the termination
date to January 17, 2003. Sentraliant has informed us that it believes the
issues we identified have been previously resolved, are enhancements to the
system that had not yet been authorized by us, or are defects that are not
material.

a judgment requiring us to pay approximately $150,000 of
fees we have not yet paid Sentraliant, and

a declaratory judgment that our agreement with Sentraliant
has not terminated and that our subscriber management system
is free of material defects.

The Bankruptcy Court has scheduled a trial on this matter for April 3 and 4,
2003. If the Bankruptcy Court finds that the subscriber management system is
free of material defects, we will be required to continue our arrangement with
Sentraliant. If the Bankruptcy Court finds that the agreement is no longer in
effect or that the subscriber management system contains material defects, the
agreement will be terminated. Termination of our agreement with Sentraliant will
result in a non-cash charge of approximately $15 million related to the
development of our subscriber management system.

We are prepared to implement a new subscriber management system. Our new
system effectively manages our existing customer data, captures new customer
data and interfaces with our
14

<Page>

conditional access system, although we have not completed development and
testing of all of the system's functions.

OUR NATIONAL BROADCAST STUDIO, TERRESTRIAL REPEATER NETWORK OR OTHER GROUND
FACILITIES COULD BE DAMAGED BY NATURAL CATASTROPHES OR TERRORIST ACTIVITIES.

An earthquake, tornado, flood, terrorists or other catastrophic event could
damage our national broadcast studio or terrestrial repeater network, interrupt
our service and harm our business in the affected area. We do not have
replacement or redundant facilities that can be used to assume the functions of
our terrestrial repeater network or national broadcast studio in the event of a
catastrophic event. Any damage to our terrestrial repeater network would likely
result in degradation of our service for some subscribers and could result in
complete loss of service in affected areas. Damage to our national broadcast
studio would restrict our production of programming and require us to obtain
programming from third parties to continue our service.

CONSUMERS COULD PIRATE OUR SERVICE.

Like all radio transmissions, our signal is subject to interception. Pirates
may be able to obtain or rebroadcast our own satellite radio service without
paying the subscription fee. Although we use encryption technology to mitigate
the risk of signal theft, such technology may not be adequate to prevent theft
of our signal. If signal theft becomes widespread, it could harm our business.

RAPID TECHNOLOGICAL AND INDUSTRY CHANGES COULD MAKE OUR SERVICE OBSOLETE.

The satellite industry and the audio entertainment industry are both
characterized by rapid technological change, frequent new product innovations,
changes in customer requirements and expectations, and evolving industry
standards. If we are unable to keep pace with these changes, our business may be
unsuccessful. Products using new technologies, or emerging industry standards,
could make our technologies obsolete. In addition, we may face unforeseen
problems in operating our system that could harm our business. Because we have
depended on third parties to develop technologies used in key elements of our
system, more advanced technologies that we may wish to use may not be available
to us on reasonable terms or in a timely manner. Further, our competitors may
have access to technologies not available to us, which may enable them to
produce entertainment products of greater interest to consumers, or at a more
competitive cost.

OUR COMMON STOCK MAY BE DELISTED BY NASDAQ.

Our common stock is currently listed on the Nasdaq National Market. We may
fail to comply with the continued listing requirements of Nasdaq, and the
failure to do so may result in the delisting of our common stock. Nasdaq rules
require, among other things, that the minimum bid price of our common stock be
at least $1.00. If the minimum bid price of our common stock closes below $1.00
for more than 30 consecutive trading days and we are unable to cure such defect
within the cure period, Nasdaq may delist our common stock from the Nasdaq
National Market. On March 20, 2003, Nasdaq informed us that the minimum bid
price of our common stock had closed below $1.00 for more than 30 consecutive
trading days and that we had until September 16, 2003 to cure the defect. If our
common stock fails to close above $1.00 for ten consective days prior to
September 16, 2003, we have the right to request a hearing prior to delisting by
Nasdaq. Such delisting will have an adverse impact on liquidity of our common
stock and, as a result, the market price for our common stock may become more
volatile. Such delisting could make it more difficult for us to raise additional
capital.

IF OUR COMMON STOCK IS DEEMED A 'PENNY STOCK', ITS LIQUIDITY WILL BE ADVERSELY
AFFECTED.

If the market price for our common stock remains below $1.00 per share, our
common stock may be deemed to be a penny stock. If our common stock is
considered a penny stock, it would be subject to rules that impose additional
sales practices on broker-dealers who sell our common

<Page>

stock. For example, broker-dealers must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to sale. Also, a disclosure schedule must be delivered to
each purchaser of a penny stock, disclosing sales commissions and current
quotations for the securities. Monthly statements are also required to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. Because of these
additional conditions, some brokers may choose not to effect transactions in
penny stocks. This could have an adverse effect on the liquidity of our common
stock.

ITEM 2. PROPERTIES

In March 1998, we signed a lease for the 36th and 37th floors and portions
of the roof at 1221 Avenue of the Americas, New York, New York, to house our
headquarters and national broadcast studio. We use portions of the roof for
satellite transmission equipment and an emergency generator. The term of the
lease is 15 years and 10 months, with an option to renew for an additional five
years at fair market value. The annual base rent is approximately $4.6 million,
with specified increases and escalations based on operating expenses.

We also lease office space in Princeton, New Jersey; Milford, Michigan; and
Farmington Hills, Michigan. The aggregate annual base rent for these properties
was approximately $163,000 for the year ended December 31, 2002. None of these
leases are material to our business or operations.

ITEM 3. LEGAL PROCEEDINGS

On September 18, 2001, a purported class action lawsuit, entitled Sternbeck
v. Sirius Satellite Radio, Inc., 2:01-CV-295, was filed against us and certain
of our current and former executive officers in the United States District Court
for the District of Vermont. Subsequently, additional purported class action
lawsuits were filed. These actions have been consolidated in a single purported
class action, entitled In re: Sirius Satellite Radio Securities Litigation, No.
01-CV-10863, pending in the United States District Court for the Southern
District of New York. This action has been brought on behalf of all persons who
acquired our common stock on the open market between February 16, 2000 and
April 2, 2001. The complaint alleges violations of Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The
complaint alleges, among other things, that the defendants issued materially
false and misleading statements and press releases concerning when our service
would be commercially available, which caused the market price of our common
stock to be artificially inflated. The complaint seeks an unspecified amount of
money damages. We believe that the allegations in the complaint have no merit
and we will vigorously defend against this action.

On June 13, 2002, we filed a motion with the United States District Court
for the Southern District of New York requesting the Court dismiss the complaint
in this action with prejudice pursuant to Federal Rules of Civil Procedure and
the provisions of the Private Securities Litigation Reform Act. This motion is
still pending.

<Page>

PART II

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

Our common stock is traded on the Nasdaq National Market under the symbol
'SIRI'. The following table sets forth the high and low closing bid price for
our common stock, as reported by Nasdaq, for the periods indicated below:

<Table>
<Caption>
HIGH LOW
---- ---
<S> <C> <C>
Year ended December 31, 2001
First Quarter........................................ $35.00 $12.44
Second Quarter....................................... 18.34 6.91
Third Quarter........................................ 10.81 3.34
Fourth Quarter....................................... 11.63 2.30

Year ended December 31, 2002
First Quarter........................................ $10.88 $ 4.14
Second Quarter....................................... 5.78 3.28
Third Quarter........................................ 3.77 0.76
Fourth Quarter....................................... 1.32 0.52
</Table>

On March 26, 2003, the closing bid price of our common stock on the Nasdaq
National Market was $0.67 per share. On March 26, 2003, there were approximately
75,000 beneficial holders of our common stock. We have never paid cash dividends
on our capital stock. We currently intend to retain earnings, if any, for use in
our business and do not anticipate paying any cash dividends in the foreseeable
future.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

Our selected consolidated financial data set forth below with respect to the
consolidated statements of operations for the years ended December 31, 2000,
2001 and 2002, and with respect to the consolidated balance sheets at December
31, 2001 and 2002 are derived from our consolidated financial statements,
audited by Arthur Andersen LLP and Ernst & Young LLP, independent auditors,
included in Item 8 of this report. Our selected consolidated financial data with
respect to the consolidated balance sheets at December 31, 1998, 1999 and 2000
and with respect to the consolidated statement of operations data for the years
ended December 31, 1998 and 1999, are derived from our audited consolidated
financial statements, which are not included in this report. This selected
consolidated financial data should be read in conjunction with the Consolidated
Financial Statements and related notes thereto included in Item 8 of this report
and 'Management's Discussion and Analysis of Financial Condition and Results of
Operations.'

STATEMENT OF OPERATIONS DATA

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------
1998 1999 2000 2001 2002
---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Total revenue........................... $ -- $ -- $ -- $ -- $ 805
Net loss................................ (48,396) (62,822) (134,744) (235,763) (422,481)
Net loss applicable to common
stockholders.......................... (85,953) (96,981) (183,715) (277,919) (468,466)
Net loss per share applicable to common
stockholders (basic and diluted)...... $ (4.79) $ (3.96) $ (4.72) $ (5.30) $ (6.13)
Weighted average common shares
outstanding (basic and diluted)....... 17,932 24,470 38,889 52,427 76,394
</Table>

<Page>

BALANCE SHEET DATA

<Table>
<Caption>
DECEMBER 31,
------------------------------------------------------------
1998 1999 2000 2001 2002
---- ---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents........... $150,190 $ 81,809 $ 14,397 $ 4,726 $ 18,375
Restricted investments, at amortized
cost.............................. -- 67,454 48,801 21,998 7,200
Marketable securities, at market.... 115,433 317,810 121,862 304,218 155,327
Working capital(1).................. 180,996 303,865 143,981 275,732 151,289
Total assets........................ 643,880 1,206,612 1,323,582 1,527,605 1,340,940
Long-term debt, net of current
portion(2)........................ 183,573 538,690 522,602 639,990 670,357
Accrued interest, net of current
portion........................... 784 5,140 10,881 17,201 46,914
Preferred stock(3).................. 294,510 362,417 443,012 485,168 531,153
Accumulated deficit................. (71,669) (134,491) (269,235) (504,998) (927,479)
Stockholders' equity(4)............. $ 77,953 $ 134,179 $ 290,483 $ 322,649 $ 36,846
</Table>

- ---------

(1) The calculation of working capital includes current portions
of long-term debt and accrued interest. Certain portions of
long-term debt and accrued interest, which would have been
classified as current absent the restructuring, are
classified as long-term liabilities as of December 31, 2002,
as they were exchanged for shares of our common stock on
March 7, 2003, in connection with our restructuring.

(2) After giving effect to our recapitalization, at March 7,
2003, we had $61,202 in aggregate principal amount of
outstanding debt, consisting of $29,200 in aggregate
principal amount at maturity of 15% Senior Secured Discount
Notes due 2007, $30,258 in aggregate principal amount of
14 1/2% Senior Secured Notes due 2009 and $1,744 in
aggregate principal of 8 3/4% Convertible Subordinated Notes
due 2009. All of our Loral term loans and Lehman term loans
were exchanged for common stock in connection with our
restructuring.

(3) In connection with our recapitalization on March 7, 2003,
all of our outstanding cumulative convertible preferred
stock was exchanged for shares of our common stock and
warrants to purchase shares of our common stock.

(4) No cash dividends were declared or paid in any of the
periods presented.

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

This Annual Report on Form 10-K contains forward-looking statements within
the meaning of the federal securities laws. Actual results and the timing of
events could differ materially from those projected in forward-looking
statements due to a number of factors, including those described under
'Business -- Risk Factors' and elsewhere in this Annual Report. See 'Special
Note Regarding Forward-Looking Statements.'

(All dollar amounts referenced in this Item 7 are in thousands, unless
otherwise stated)

OVERVIEW

From our three orbiting satellites, we directly broadcast digital-quality
audio throughout the continental United States for a monthly subscription fee of
$12.95. We deliver 60 streams of 100% commercial-free music in virtually every
genre, and over 40 streams of news, sports, weather, talk, comedy, public radio
and children's programming. We hold one of only two licenses issued by the FCC
to operate a national satellite radio system.

We emerged from the development stage following the launch of our service on
February 14, 2002 in select locations. We launched our service nationally on
July 1, 2002.

subscription fees, including revenue derived from our agreement with Hertz,

activation fees collected from our customers, and

selling limited advertising on our non-music streams.

<Page>

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2002 COMPARED WITH YEAR ENDED DECEMBER 31, 2001

We had total revenue of $805 for the year ended December 31, 2002, including
subscriber revenue of $623, consisting of subscription and non-refundable
activations fees, advertising revenue of $146 and revenue from other sources of
$36 for the year ended December 31, 2002. We did not have any revenue for the
year ended December 31, 2001, as we were in our development stage.

We recorded subscription revenue of $1,016 for the year ended December 31,
2002. These revenues were partially offset by $426 of costs associated with our
mail-in rebate program. We recognize subscription fees as our service is
provided. Mail-in rebates that are paid by us directly to subscribers were
recorded as a reduction to subscription revenue in the period the subscriber
activated service. We concluded the mail-in rebate program in the fourth quarter
of 2002 and have adjusted the related accrual to reflect the actual amounts paid
to subscribers. We expect to derive increased subscription revenue as our
subscriber base increases. Future subscription revenue will be dependent upon,
among other things, discounts and mail-in rebates offered to subscribers and the
identification of additional revenue streams from subscribers.

We recorded revenue from activation fees of $33 for the year ended
December 31, 2002. Activation fees are recognized ratably over the term of the
subscriber relationship, currently assumed to be 3.5 years.

Average monthly revenue per subscriber ('ARPU') for the year ended
December 31, 2002 was approximately $7.47. ARPU, excluding the cost of our
mail-in rebate program, for the year ended December 31, 2002 was approximately
$12.58. ARPU, which is not a measure of financial performance under accounting
principles generally accepted in the United States, is derived from total earned
subscription revenue and activation revenue over the daily weighted average
number of subscribers for the year. Future ARPU will be dependent upon the
amount and timing of subscriber discounts, mail-in rebate programs and the
identification of additional revenue streams from subscribers.

Advertising revenue, net of agency fees of $26, was $146 for the year ended
December 31, 2002. We recognize advertising revenue from sales of spot
announcements to advertisers as the announcements are broadcast.

We had net losses of $422,481 and $235,763 for the years ended December 31,
2002 and 2001, respectively. Operating expenses increased to $313,932 for the
year ended December 31, 2002 from $168,456 for the year ended December 31, 2001.

Satellite and transmission expenses increased to $39,308 for the year ended
December 31, 2002 from $31,056 for the year ended December 31, 2001. Satellite
and transmission expenses consist primarily of personnel costs, in-orbit
satellite insurance expense and costs associated with the operation and
maintenance of our satellite tracking, telemetry and control system, terrestrial
repeater network and national broadcast studio. For the year ended December
31, 2002 satellite and transmission expenses also included a loss of $5,005 on
the disposal of equipment in connection with the optimization of our terrestrial
repeater network. We expect that a significant portion of our satellite and
transmission costs will remain relatively constant, and that increases or
decreases in satellite and transmission costs will be due, in large part, to
increased or decreased costs of insuring our in-orbit satellites.

Programming and content expenses increased to $22,728 for the year ended
December 31, 2002 from $9,836 for the year ended December 31, 2001. Programming
and content expenses include license fees paid to third parties for music and
non-music programming, costs associated with the production of our music and
non-music programming, costs of our on-air talent, royalties for music broadcast
on our service and the costs of programming personnel. The increase in costs
during 2002 was primarily attributable to costs of on-air talent and music and
non-music programming. We anticipate that our programming costs will increase
over time as we continue to develop our channel line-up, share additional
advertising revenue from the increased price of spot advertisements sold to
advertisers and incur additional royalties.

<Page>

Customer service and billing costs increased to $7,862 for the year ended
December 31, 2002 from $6,572 for the year ended December 31, 2001. Customer
service and billing costs include costs associated with the full time operation
of our customer service center and subscriber management system. The increase in
costs during 2002 was primarily attributable to additional customer
representatives at our customer service center. We expect that our customer
service and billing costs will increase as we acquire subscribers. Customer
service and billing costs on a per subscriber basis will be significantly
reduced as our fixed operating costs are spread over a larger subscriber base.

Sales and marketing expenses increased to $108,385 for the year ended
December 31, 2002 from $21,566 for the year ended December 31, 2001. Sales and
marketing expenses include costs related to sales and marketing personnel,
advertising, sponsorships, consumer promotions, brand building activities,
subsidies paid to radio and chip set manufacturers, commission payments to
distributors and retailers and other payments to distributors and retailers to
reimburse them for marketing and promotional activities. Sales and marketing
expenses increased during 2002 due to our marketing and promotional efforts in
connection with the national launch of our service, certain marketing activities
by distributors, retailers and radio manufacturers, development of our brand and
the costs associated with subsidies paid to radio and chip set manufacturers in
advance of acquiring subscribers.

Subscriber acquisition costs, which are included in sales and marketing
expense, totaled approximately $21,038 for the year ended December 31, 2002.
Subscriber acquisition costs, include incentives for the purchase, installation
and activation of SIRIUS radios, as well as subsidies paid to manufacturers of
SIRIUS radios in order to acquire new subscribers. Certain subscriber
acquisition costs are recorded in advance of acquiring a subscriber. Subscriber
acquisition costs do not include advertising and promotional activities, loyalty
payments to distributors and dealers of SIRIUS radios, revenue sharing payments
to manufacturers of SIRIUS radios and guaranteed payments to automakers. We
retain ownership of the SIRIUS radios used in our agreement with Hertz, as a
result amounts capitalized in connection with this program are not included in
our subscriber acquisition costs.

We expect sales and marketing expenses to increase in the future as we build
brand awareness through national advertising, continue to offer variable
hardware subsidies to manufacturers of SIRIUS radios, commissions to retailers
and other distributors and other incentives to acquire subscribers. In addition,
we expect to incur significant costs related to our agreements with automakers
as they begin production of SIRIUS enabled vehicles. We anticipate that the
costs of certain subsidized components of SIRIUS radios will decrease as
manufacturers experience economies of scale in production and we secure
additional manufacturers of these components.

General and administrative expenses increased to $30,682 for the year ended
December 31, 2002 from $28,536 for the year ended December 31, 2001. General and
administrative expenses include rent and occupancy costs, corporate overhead and
costs of general and administrative personnel. The increase in 2002 was
associated with increased consulting, legal and public relations costs and a
loss of $924 on the disposal of assets associated with terminating a lease on
non-essential office space. This increase was offset by a reduction in rent and
occupancy costs of $4,518 primarily attributable to the termination of a lease
of non-essential office space.

Research and development costs decreased to $30,087 for the year ended
December 31, 2002 from $47,794 for the year ended December 31, 2001. Research
and development includes costs associated with our agreements with Agere to
design and develop chip sets for use in SIRIUS radios. In addition, we have
agreements with Alpine Electronics Inc., Audiovox Corporation, Clarion Co.,
Ltd., Delphi Corporation, Kenwood Corporation, Matsushita Communications
Industrial Corporation USA, Visteon Automotive Systems and others to design,
develop and produce SIRIUS radios and have agreed to pay certain costs
associated with these radios. We record expenses under these agreements as work
is performed. The decrease in 2002 related primarily to the reduction in chip
set development costs as we completed our first generation of chip sets.
Development costs of SIRIUS radios also decreased in 2002 as our manufacturing
partners completed the majority of their radio development work during 2001. The
overall

<Page>

decrease was partially offset by a payment of $8,134 to Panasonic to release us
from our purchase commitment and reduce the factory price of SIRIUS radios. The
amount of our future research and development costs is dependent upon
modifications to our existing technology and enhancements to SIRIUS radios, and
we expect these costs to decrease in future periods.

Depreciation expense increased to $82,747 for the years ended December 31,
2002 from $9,052 for the year ended December 31, 2001. The increase principally
related to the depreciation of our satellite system and terrestrial repeater
network, which began during 2002, our first year of commercial operations.

We recognized a non-cash stock compensation benefit of $7,867 and a non-cash
stock compensation expense of $14,044 for the year ended December 31, 2002 and
2001, respectively. Non-cash stock compensation includes charges and benefits
associated with the grant of certain stock options, the issuance of our common
stock to employees and an employee benefit plan. The non-cash stock compensation
benefit for 2002 and expense for 2001 was principally due to the repricing of
certain employee stock options in April 2001. We may record future non-cash
stock compensation benefits or expenses related to the repriced stock options
based on the market value of our common stock at the end of each reporting
period.

Expenses associated with the restructuring of our debt, consisting primarily
of advisory and legal fees, totaled $8,448 for the year ended December 31, 2002.
In addition, we have incurred costs of $4,259 related to the sale of common
stock in connection with our recapitalization, which have been capitalized and
will be used in determining the net proceeds from the transaction. We have
incurred additional expenses related to the restructuring of our debt during the
first quarter of 2003.

We recognized a gain of $5,313 on the extinguishment of debt during 2001 in
connection with our acquisition of $16,500 in principal amount at maturity of
our 15% Senior Secured Discount Notes due 2007 in exchange for shares of our
common stock.

Interest and investment income decreased to $5,257 for the year ended
December 31, 2002 from $17,066 for the year ended December 31, 2001. This
decrease was attributable to lower returns on our investments in U.S. government
securities and lower average balances of cash, cash equivalents and marketable
securities during 2002.

Interest expense increased to $106,163 for the year ended December 31, 2002
from $89,686 for the year ended December 31, 2001, net of amounts capitalized of
$5,426 and $19,270, respectively. Interest expense for the years ended
December 31, 2002 and 2001 included non-cash costs of $9,650 and $8,259,
respectively, associated with the induced conversion of $29,475 and $34,900,
respectively, in aggregate principal amount of our 8 3/4% Convertible
Subordinated Notes due 2009. We expect interest expense to decrease
substantially in the future as a result of our debt restructuring.

YEAR ENDED DECEMBER 31, 2001 COMPARED WITH YEAR ENDED DECEMBER 30, 2000

We commenced commercial operations on February 14, 2002 and did not generate
any subscriber or advertising revenue for the years ended December 31, 2001 and
2000.

We had net losses of $235,763 and $134,744 for the years ended December 31,
2001 and 2000, respectively. Operating expenses increased to $168,456 for the
year ended December 31, 2001 from $125,634 for the year ended December 31, 2000.

Satellite and transmission costs increased to $31,056 for the year ended
December 31, 2001 from $12,486 for the year ended December 31, 2000. The
increase in costs in 2001 related primarily to a full year of in-orbit satellite
insurance, additional personnel cost to support the operation of our satellites,
terrestrial repeater network and broadcast studios and increased lease and
maintenance costs associated with our terrestrial repeater network.

Programming and content expenses increased to $9,836 for the year ended
December 31, 2001 from $4,848 for the year ended December 31, 2000. The increase
in costs during 2001 was

<Page>

primarily attributable to increased programming personnel, on-air talent and
license fees for non-music programming as we prepared to launch our service.

Customer service and billing costs increased to $6,572 for the year ended
December 31, 2001 from $1,027 for the year ended December 31, 2000. The increase
in costs during 2001 was primarily attributable to the cost of operating and
maintaining licenses for our subscriber management system and the cost of
additional customer representatives at our customer service center.

Sales and marketing expenses increased to $21,566 for the year ended
December 31, 2001 from $13,992 for the year ended December 31, 2000. Sales and
marketing expenses increased during 2001 due to special events, promotional
activities and sponsorships in preparation for the launch of our service. In
addition, sales and marketing costs during 2001 included costs of our agreements
with retailers and distributors of SIRIUS radios.

General and administrative expenses increased to $28,536 for the year ended
December 31, 2001 from $19,262 for the year ended December 31, 2000. The
increase in 2001 was associated primarily with the hiring of additional
personnel to support our operations and higher rent and occupancy costs
associated with our national broadcast studio.

Research and development costs decreased to $47,794 for the year ended
December 31, 2001 from $64,489 for the year ended December 31, 2000. Research
and development costs decreased during 2001 due to decreased development
activity by our radio and chip set manufacturers, many of which completed a
substantial portion of their efforts in 2000 and early 2001.

Depreciation expense increased to $9,052 for the year ended December 31,
2001 from $2,352 for the year ended December 31, 2000. The increase principally
related to the depreciation of our broadcast studio equipment, leasehold
improvements and furniture in our national broadcast studio.

We recognized a non-cash stock compensation expense of $14,044 and $7,178
for the years ended December 31, 2001 and 2000, respectively. The non-cash stock
compensation expense for 2001 was principally due to the repricing of certain
employee stock options in April 2001.

Interest and investment income decreased to $17,066 for the year ended
December 31, 2001 from $24,485 for the year ended December 31, 2000. This
decrease was primarily attributable to lower returns on our investments in U.S.
government securities and commercial paper issued by major U.S. corporations
during 2001.

Interest expense was $89,686 for the year ended December 31, 2001 and
$33,595 for the year ended December 31, 2000, net of amounts capitalized of
$19,270 and $63,728, respectively. Interest expense for the years ended
December 31, 2001 and 2000 included non-cash costs of $8,259 and $12,432,
respectively, associated with the induced conversion of $34,900 and $52,914,
respectively, in aggregate principal amount of our 8 3/4% Convertible
Subordinated Notes due 2009.

CASH FLOWS

YEAR ENDED DECEMBER 31, 2002 COMPARED WITH YEAR ENDED DECEMBER 31, 2001

Net cash used in operating activities was $320,811 for the year ended
December 31, 2002, as compared to $334,754 for the year ended December 31, 2001.
The decrease in cash used in operations was primarily attributable to our
transactions in marketable securities during 2002 and the change in the
classification of our marketable securities in the second quarter of 2002 to
available-for-sale securities from trading securities. Transactions relating to
trading securities are considered operating activities; transactions relating to
available-for-sale securities are considered investing activities. Excluding our
transactions in marketable securities, cash used in operating activities
increased to $244,249 for the year ended December 31, 2002 from $152,439 for the
year ended December 31, 2001. This increase was primarily due to the cost of our
sales and marketing campaign in connection with the launch of our service, the
costs of acquiring subscribers and the cost of producing our music and non-music
programming. In addition, during 2002 we paid for

<Page>

subscriber acquisition costs, advertising media and in-orbit satellite insurance
in advance of incurring the expense associated with these items.

Net cash provided by investing activities for the year ended December 31,
2002 was $199,679, as compared to net cash used in investing activities of
$50,146 for the year ended December 31, 2001. The change from the prior period
was principally due to a change in the classification of our marketable
securities from trading securities to available-for-sale securities during the
second quarter of 2002. Excluding our transactions in restricted investments and
available-for-sale securities, cash used in investing activities decreased to
$41,625 for the year ended December 31, 2002 from $78,696 for the year ended
December 31, 2001. This decrease was a result of less capital expenditures
during the year ended December 31, 2002, as we substantially completed the
construction of our satellite system by December 31, 2001.

Net cash provided by financing activities for the year ended December 31,
2002 was $134,781, as compared to $375,229 for the year ended December 31, 2001.
During 2002, we sold 16,000,000 shares of common stock resulting in net proceeds
of $147,500 and paid fees associated with our recapitalization of $12,707.
During 2001, we completed an equity offering resulting in net proceeds of
$229,300 and had net borrowings under our Lehman term loan facility of $145,000.

YEAR ENDED DECEMBER 31, 2001 COMPARED WITH YEAR ENDED DECEMBER 31, 2000

Net cash used in operating activities was $334,754 for the year ended
December 31, 2001, as compared to net cash provided by operating activities of
$111,974 for the year ended December 31, 2000. The increase in cash used in
operations was primarily attributable to our transactions in marketable
securities as purchases exceeded sales during 2001 and sales exceeded purchases
during 2000. Excluding our transactions in marketable securities, cash used in
operating activities increased to $152,439 for the year ended December 31, 2001
from $77,724 for the year ended December 31, 2000. The increase was due to the
preparation for, and marketing of, our commercial launch and the increase in
satellite and transmission costs as our satellite system was in operation for a
full year.

Net cash used in investing activities for the year ended December 31, 2001
was $50,146, as compared to $364,627 for the year ended December 31, 2000. The
decrease in net cash used by investing activities was due to a decrease in
capital expenditures as we substantially completed the construction of our
satellites by December 31, 2000.

Net cash provided by financing activities for the year ended December 31,
2001 was $375,229, as compared to $185,241 for the year ended December 31, 2000.
During 2001, we completed an equity offering resulting in net proceeds of
$229,300 and had net borrowings under our Lehman term loan facility of $145,000.
During 2000, we sold DaimlerChrysler Corporaton shares of newly-issued common
stock resulting in net proceeds $100,000, issued our 9.2% Series D Junior
Cumulative Convertible Preferred Stock for net proceeds of $192,450, received
$8,447 from the exercise of stock options and warrants and repaid our Bank of
America note payable in the amount of $115,957.

STOCK-BASED COMPENSATION ACCOUNTING

At December 31, 2002, we had three stock-based employee compensation plans,
which are described in Note 10 located in Item 8 of this report. We have adopted
the disclosure provisions allowed by Statement of Financial Accounting Standards
('SFAS') No. 148, 'Accounting for Stock-Based Compensation -- Transition and
Disclosure -- An Amendment of FASB Statement No. 123.' In addition, we have
elected to continue using the intrinsic value method to measure the compensation
costs of stock-based awards granted to employees in accordance with Accounting
Principles Board Opinion No. 25, 'Accounting for Stock Issued to Employees'; as
a result, we recognize compensation expense for employee stock options granted
at a price less than the market value of our common stock on the date of grant.
The following table illustrates the effect on net loss and net loss per share
had stock-based employee compensation been recorded based on the fair value
method under SFAS No. 123.

<Page>

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
---- ---- ----
<S> <C> <C> <C>
Net loss applicable to common stockholders -- as reported... $(468,466) $(277,919) $(183,715)
Non-cash stock compensation (benefit)/expense -- as
reported.................................................. (7,867) 14,044 7,178
Stock-based compensation -- pro forma....................... (22,337) (40,666) (43,071)
--------- --------- ---------
Net loss applicable to common stockholders -- pro forma..... $(498,670) $(304,541) $(219,608)
--------- --------- ---------
--------- --------- ---------
Net loss per share applicable to common stockholders -- as
reported.................................................. $ (6.13) $ (5.30) $ (4.72)
Net loss per share applicable to common stockholders -- pro
forma..................................................... $ (6.53) $ (5.81) $ (5.65)
</Table>

Option valuation models require highly subjective assumptions, including the
expected stock price volatility, which may be significantly different from those
of traded options. Because changes in subjective assumptions can materially
affect the fair value estimate, it is our opinion that the existing models do
not necessarily provide a reliable single measure of the fair value of our
stock-based awards. The Black-Scholes option valuation model was developed for
use in estimating the fair value of traded options, which have no vesting
restrictions and are fully transferable. The pro forma stock-based employee
compensation was estimated using the Black-Scholes option pricing model with the
following weighted average assumptions for each year:

<Table>
<Caption>
2002 2001 2000
---- ---- ----
<S> <C> <C> <C>
Risk-free interest rate..................................... 2.48% 4.05% 4.89%
Expected life of options -- years........................... 4.75 4.48 4.38
Expected stock price volatility............................. 110% 78% 72%
Expected dividend yield..................................... N/A N/A N/A
</Table>

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2002, we had cash, cash equivalents and marketable
securities totaling $173,702 and working capital of $151,289 compared with cash,
cash equivalents, marketable securities and short-term restricted investments
totaling $323,742 and working capital of $275,732 at December 31, 2001.

At March 7, 2003, we had in excess of $300,000 of cash, cash equivalents and
marketable securities, an amount sufficient to cover our estimated funding needs
into the second quarter of 2004. We estimate that we will need additional
funding of approximately $100,000 before we achieve cash flow breakeven, the
point at which our revenues are sufficient to fund expected operating expenses,
capital expenditures, interest and principal payments and taxes.

Our actual funding requirements could vary materially from our current
estimates. We may have to raise more funds than expected to remain in business
and continue to develop and market our satellite radio service.

We may continue to struggle to stay in business. Our financial projections
are based on assumptions which we believe are reasonable but contain significant
uncertainties, including, most importantly, the length of time and level of
costs necessary to obtain the number of subscribers required to sustain our
operations. At December 31, 2002, we had 29,947 subscribers. We estimated that
we will need approximately two million subscribers before we achieve cash flow
breakeven.

FUNDS RAISED TO DATE

Since inception, we have funded the development of our satellite radio
system and the introduction of SIRIUS through the issuance of debt and equity
securities. As of December 31,

<Page>

2002, we had raised approximately $1,250,800 in equity capital from the sale of
our common stock and convertible preferred stock. In addition, we have received
approximately $638,000 in net proceeds from public debt offerings and private
credit arrangements.

RECAPITALIZATION

On March 7, 2003, we completed a series of transactions to restructure our
debt and equity capitalization. As part of these transactions:

we exchanged 545,012,162 shares of our common stock for approximately 91%
of our outstanding debt, resulting in the cancellation of all of our Lehman
term loans, all of our Loral term loans, $251,230 in aggregate principal
amount at maturity of our 15% Senior Secured Discount Notes due 2007,
$169,742 in aggregate principal amount of our 14 1/2% Senior Secured Notes
due 2009, and $14,717 in aggregate principal amount of our 8 3/4%
Convertible Subordinated Notes due 2009;

we exchanged 76,992,865 shares of our common stock and warrants to purchase
87,577,114 shares of our common stock for all of our outstanding cumulative
convertible preferred stock;

we sold 24,060,271 shares of our common stock to affiliates of Apollo
Management, L.P. for an aggregate of $25,000 in cash;

we sold 24,060,271 shares of our common stock to affiliates of The
Blackstone Group L.P. for an aggregate of $25,000 in cash; and

we sold 163,609,837 shares of our common stock to affiliates of
OppenheimerFunds, Inc. for an aggregate of $150,000 in cash.

After giving effect to these transactions, at March 7, 2003, we had in
excess of $300,000 of cash, cash equivalents and marketable securities; $61,202
in aggregate principal amount of outstanding debt, consisting of $29,200 in
aggregate principal amount at maturity of 15% Senior Secured Discount Notes due
2007, $30,258 in aggregate principal amount of 14 1/2% Senior Secured Notes due
2009 and $1,744 in aggregate principal amount of 8 3/4% Convertible Subordinated
Notes due 2009; and approximately 911,479,700 shares of common stock
outstanding. We recognized a non-cash gain during the first quarter of 2003 of
approximately $257,000 as a result of these transactions.

DEFAULTS ON OUR LONG-TERM DEBT

14 1/2% SENIOR SECURED NOTES DUE 2009

On November 15, 2002, we elected not to pay the interest due on our 14 1/2%
Senior Secured Notes due 2009. This failure to pay interest matured into an
event of default under the indenture relating to our 14 1/2% Senior Secured
Notes due 2009 on December 15, 2002. As of December 31, 2002, $200,000 in
principal amount of our 14 1/2% Senior Secured Notes due 2009 was outstanding
and the aggregate amount of interest due with respect to these notes was
$18,206. In connection with the restructuring of our debt, we issued 148,301,817
shares of our common stock in exchange for $169,742 in aggregate principal
amount of our 14 1/2% Senior Secured Notes due 2009, including accrued interest.
We cured the interest default under this indenture through a cash payment in
March 2003 in respect of the portion of our 14 1/2% Senior Secured Notes due
2009 that remained outstanding after our restructuring.

8 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2009

On September 29, 2002, we elected not to pay the interest due on our 8 3/4%
Convertible Subordinated Notes due 2009. This failure to pay interest matured
into an event of default under

<Page>

the indenture relating to our 8 3/4% Convertible Subordinated Notes due 2009 on
October 30, 2002. As of December 31, 2002, there was $16,461 in principal amount
of our 8 3/4% Convertible Subordinated Notes due 2009 outstanding and the
aggregate amount of interest due with respect to these notes was $1,088. In
connection with the restructuring of our debt, we issued 12,436,656 shares of
our common stock in exchange for $14,717 principal amount of our 8 3/4%
Convertible Subordinated Notes due 2009, including accrued interest. We cured
the interest default under this indenture through a cash payment in March 2003
in respect of the portion of our 8 3/4% Convertible Subordinated Notes due 2009
that remained outstanding after our restructuring.

CONTRACTUAL COMMITMENTS

The following table summarizes our expected contractual commitments:

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------
2003 2004 2005 2006 2007 THEREAFTER TOTAL
---- ---- ---- ---- ---- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Long-term debt
obligations............. $ 11,192 $ 8,920 $ 8,920 $ 8,920 $38,120 $41,082 $117,154
Operating leases.......... 7,548 7,628 6,860 6,069 6,032 35,903 70,040
Chip set development and
production.............. 29,568 14,400 -- -- -- -- 43,968
Satellite and
transmission............ 2,291 2,291 2,291 2,291 2,291 18,328 29,783
Programming and content... 6,927 24,412 32,668 19,757 25 -- 83,789
Sales and marketing....... 44,536 16,818 10,129 6,000 4,500 -- 81,983
Customer service and
billing................. 5,448 5,148 5,148 3,987 3,600 3,900 27,231
-------- ------- ------- ------- ------- ------- --------
Contractual commitments... $107,510 $79,617 $66,016 $47,024 $54,568 $99,213 $453,948
-------- ------- ------- ------- ------- ------- --------
-------- ------- ------- ------- ------- ------- --------
</Table>

LONG-TERM DEBT OBLIGATIONS

Long-term debt obligations include principal and interest payments after
giving effect to our debt restructuring. As of March 7, 2003, we had $61,202 in
aggregate principal amount of outstanding debt, consisting of $29,200 in
aggregate principal amount at maturity of 15% Senior Secured Discount Notes due
2007, $30,258 in aggregate principal amount of 14 1/2% Senior Secured Notes due
2009 and $1,744 in aggregate principal amount of 8 3/4% Convertible Subordinated
Notes due 2009 outstanding.

OPERATING LEASES

We have entered into operating leases related to our national broadcast
studio, office space, terrestrial repeater sites and equipment.

CHIP SET DEVELOPMENT AND PRODUCTION

We have entered into an agreement with Agere to develop and produce chip
sets for use in SIRIUS radios. This agreement requires Agere to develop future
generation chip sets and to manufacture a minimum quantity of chip sets during
each year of the agreement.

SATELLITE AND TRANSMISSION

We have entered into an agreement with a provider of satellite services to
operate our external satellite telemetry, tracking and control facilities and
provide connectivity to our external facilities.

PROGRAMMING AND CONTENT

We have entered into agreements with licensors of music and non-music
programming and, in certain instances, are obligated to pay license fees, share
advertising revenues or to purchase advertising on properties owned or
controlled by these licensors.

<Page>

SALES AND MARKETING

We have entered into various marketing and sponsorship agreements to promote
our brand and are obligated to make payments to sponsors, retailers, automakers
and radio manufacturers.

CUSTOMER SERVICE AND BILLING

We have entered into agreements with third parties to provide customer
service, billing service and subscriber management. We are required to pay
minimum monthly fees for the services provided under these agreements. We are
currently involved in litigation with the provider of our billing services and
subscriber management, which is described more fully in our risk factors, under
which we are seeking relief from our contractual commitments.

OTHER COMMITMENTS

In addition to the contractual commitments described above, we have also
entered into agreements with automakers, radio manufacturers and others that
include per-radio and per-subscriber required payments and revenue sharing
arrangements. These future costs are dependent upon many factors and are
difficult to anticipate; however, these costs may be substantial. We may enter
into additional programming, marketing and other agreements that contain
provisions similar to our current agreements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States, which require
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the periods. Our significant accounting
policies are described in Note 3 located in Item 8 of this report. We have
identified the following policies, which were discussed with the Audit Committee
of our board of directors, as critical to our business and understanding our
results of operations.

SUBSCRIPTION REVENUE RECOGNITION

Revenue from subscribers consists of subscription fees, including revenue
derived from our agreement with Hertz, and non-refundable activation fees. We
recognize subscription fees as our service is provided. Activation fees are
recognized ratably over the term of the subscriber relationship, currently
estimated to be 3.5 years. The estimated term of a subscriber relationship is
based on market research and management's judgment and, if necessary, will be
refined in the future as historical data becomes available. Mail-in rebates that
are paid by us directly to subscribers are recorded as a reduction to
subscription revenue in the period the subscriber activates our service.
Historical data related to our mail-in rebate program is not currently
available, therefore we are required to accrue 100% of all potential rebates to
new subscribers. We adjust the accrual at the end of the mail-in rebate program
to reflect actual amounts paid to subscribers.

SUBSCRIBER ACQUISITION COSTS

Subscriber acquisition costs include incentives for the purchase,
installation and activation of SIRIUS radios, as well as subsidies paid to
manufacturers of SIRIUS radios in order to acquire new subscribers. Certain
subscriber acquisition costs are recorded in advance of acquiring a subscriber.
Subscriber acquisition costs do not include advertising and promotional
activities, loyalty payments to distributors and dealers of SIRIUS radios,
revenue sharing payments to manufacturers of SIRIUS radios and guaranteed
payments to auto manufacturers. We retain ownership of the SIRIUS radios
installed in Hertz vehicles under our agreement with Hertz, as a result, amounts
capitalized in connection with this program are not included in our subscriber
acquisition costs.

<Page>

MARKETABLE SECURITIES

Marketable securities consist of U.S. government agency obligations.
Effective April 1, 2002, marketable securities were classified as
available-for-sale securities because management no longer intends to buy and
sell marketable securities with the objective of generating profits.
Available-for-sale securities are carried at fair market value and unrealized
gains and losses are included as a component of stockholders' equity. In prior
periods, marketable securities were classified as trading securities and
unrealized holding gains and losses were recognized in earnings.

LONG-LIVED ASSETS

We carry our long-lived assets at cost less accumulated depreciation.
However, accounting standards require that we write-down assets if they become
impaired. We review our long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset is not
recoverable. At such time as an impairment in value of a long-lived asset is
identified, the impairment will be measured as the amount by which the carrying
amount of a long-lived asset exceeds its fair value. To determine fair value we
would employ an expected present value technique, which utilizes multiple cash
flow scenarios that reflect the range of possible outcomes and an appropriate
discount rate.

USEFUL LIFE OF SATELLITE SYSTEM

Our satellite system includes the cost of satellite construction, launch
vehicles, launch insurance, capitalized interest and our spare satellite. We
monitor our satellites for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset is not recoverable.
The expected useful lives of our in-orbit satellites are fifteen years from the
date they were placed into orbit. We are depreciating our three in-orbit
satellites over their respective remaining useful lives beginning February 14,
2002 or, in the case of our spare satellite, from the date it was delivered to
ground storage on April 19, 2002. If placed into orbit, our spare satellite is
expected to operate effectively for fifteen years; however, our spare satellite
may be replaced at the time we launch a new satellite system.

FCC LICENSE

We carry our FCC license at cost. Our FCC license has an indefinite life and
will be evaluated for impairment on an annual basis. We completed the
transitional impairment analysis of our FCC license during the first half of the
year ended December 31, 2002, and concluded that it was not impaired. On
November 1, 2002, we updated our impairment test and determined that there was
no impairment. We use projections regarding estimated future cash flows and
other factors in assessing the fair value of our FCC license. If these estimates
or projections change in the future, we may be required to record an impairment
charge related to our FCC license.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ('FASB') issued SFAS
No. 143, 'Accounting for Asset Retirement Obligations,' which is effective for
fiscal years beginning after June 15, 2002. SFAS No. 143 requires legal
obligations associated with the retirement of long-lived assets to be recognized
at their fair value at the time the obligations are incurred. Upon initial
recognition of a liability, that cost should be capitalized as part of the
related long-lived asset and allocated to expense over the useful life of the
asset. We do not believe that the adoption of SFAS No. 143 will have a material
impact on our financial position or results of operations.

In June 2002, the FASB issued SFAS No. 146, 'Accounting for Costs Associated
with Exit or Disposal Activities,' which requires that a liability associated
with an exit or disposal activity be measured at fair value and recognized when
the liability is incurred. The provisions of this statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. We do not believe the adoption of SFAS No. 146,
will have a material impact on our financial position or results of operations.

<Page>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements contained in Item 16 herein.

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

On April 11, 2002, upon the recommendation of our Audit Committee, our board
of directors dismissed Arthur Andersen LLP ('Andersen') as our independent
auditors and appointed Ernst & Young LLP ('Ernst & Young') to serve as our
independent auditors as of and for the year ended December 31, 2002. The change
in auditors was effective April 11, 2002.

Andersen's reports on our consolidated financial statements for the years
ended December 31, 2001 and December 31, 2000 did not contain an adverse opinion
or disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.

During the years ended December 31, 2001 and December 31, 2000 and through
April 11, 2002, there were: (i) no disagreements with Andersen on any matter of
accounting principle or practice, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on our consolidated financial statements for such periods; and
(ii) there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.

During each of 2000 and 2001 and through the date of their appointment, we
did not consult Ernst & Young with respect to either (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our consolidated
financial statements, or (ii) any matter that was either the subject of a
disagreement, within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or any
'reportable event,' as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.

Since the date of their appointment, there were: (i) no disagreements with
Ernst & Young on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Ernst & Young's satisfaction, would have caused them to make reference to the
subject matter in connection with their report on our consolidated financial
statements as of and for the year ended December 31, 2002; and (ii) there were
no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

<Page>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Certain information regarding our directors and executive officers as of
March 28, 2003 is provided below:

<Table>
<Caption>
NAME AGE POSITIONS WITH THE COMPANY
---- --- --------------------------
<S> <C> <C>
Joseph P. Clayton............................ 53 President and Chief Executive Officer and a
Director
Guy D. Johnson............................... 42 Executive Vice President, Sales and Marketing
Mary Patricia Ryan........................... 46 Executive Vice President, Marketing
John J. Scelfo............................... 45 Executive Vice President and Chief Financial
Officer
Patrick L. Donnelly.......................... 41 Executive Vice President, General Counsel and
Secretary
Michael S. Ledford........................... 53 Executive Vice President, Engineering
David Margolese.............................. 45 Chairman of the Board of Directors and a
Director
Leon D. Black................................ 51 Director
Lawrence F. Gilberti(1)(2)(3)................ 52 Director
James P. Holden(1)(3)........................ 51 Director
Peter G. Peterson(2)(3)...................... 76 Director
Joseph V. Vittoria(1)(2)..................... 67 Director
</Table>

- ---------

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Finance Committee.

JOSEPH P. CLAYTON has served as President and Chief Executive Officer since
November 2001. Mr. Clayton served as Vice Chairman of Global Crossing Ltd., a
global internet and long distance services provider, and President, Global
Crossing North America, from September 1999 until November 2001. On January 28,
2002, Global Crossing Ltd. and certain of its affiliates filed petitions for
relief under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of New York. From August 1997
to 1999, Mr. Clayton was President and Chief Executive Officer of Frontier
Corporation, a Rochester-based national provider of local telephone, long
distance, data, conferencing and wireless communications services, which was
acquired by Global Crossing in September 1999. Prior to joining Frontier,
Mr. Clayton was Executive Vice President, Marketing and Sales -- Americas and
Asia, of Thomson S.A., a leading consumer electronics company. Mr. Clayton is a
member of the board of directors of Transcend Services Inc., a trustee of
Bellarmine College and The Rochester Institute of Technology and a member of the
advisory board of the Indiana University School of Business.

GUY D. JOHNSON has served as Executive Vice President, Sales and Marketing,
since January 2002. From 1999 until January 2002, Mr. Johnson was a senior
strategic consultant to Thomson S.A., a leading consumer electronics company.
Prior to 1999, he was Senior Vice President -- Sales and Product
Management -- Americas, for Thomson S.A.

MARY PATRICIA RYAN has served as Executive Vice President, Marketing, since
June 2002. From September 1999 to June 2002, Ms. Ryan was Executive Vice
President, Worldwide Marketing, of IMAX, Ltd., one of the world's leading film
and digital imaging technology companies. From September 1998 to July 1999, she
was Executive Vice President, Marketing, of Lifetime Entertainment Services, a
cable television network, and prior to that she was Executive Vice President,
Marketing and Programming, of U.S. Satellite Broadcasting Company, the satellite
television service that was acquired by DirecTV in 1999.

JOHN J. SCELFO has served as Executive Vice President and Chief Financial
Officer since April 2001. From November 1999 to April 2001, Mr. Scelfo was Vice
President, Finance, for the Asian operations of Dell Computer Corporation, the
leading direct global computer systems company. Prior to Dell, he spent 19 years
with Mobil Oil Corporation, an integrated energy

<Page>

operator, including as its Corporate Assistant Treasurer, Vice President of
Global Risk Management, and Chief Financial Officer of its operations in Japan
and Singapore.

Mr. Scelfo has resigned as our Executive Vice President and Chief Financial
Officer effective April 6, 2003. In connection with his resignation, we entered
into an agreement with Mr. Scelfo terminating his existing employment agreement.
As part of this agreement, Mr. Scelfo agreed, among other things, to consult
with us at such times as we reasonably request during the eighteen-month period
following his resignation. For his agreement to provide such services, we have
agreed to pay Mr. Scelfo an aggregate of $302,500 over an eighteen-month period.

PATRICK L. DONNELLY has served as Executive Vice President, General Counsel
and Secretary since May 1998. From June 1997 to May 1998, he was Vice President
and deputy general counsel of ITT Corporation, a hotel, gaming and entertainment
company that was acquired by Starwood Hotels & Resorts Worldwide, Inc. in
February 1998. From October 1995 to June 1997, he was assistant general counsel
of ITT Corporation. Prior to October 1995, Mr. Donnelly was an associate at the
law firm of Simpson Thacher & Bartlett.

MICHAEL S. LEDFORD has served as Executive Vice President, Engineering,
since December 2002 and served as Senior Vice Engineering, Engineering, from
September 2001 until December 2002. From July 2000 to September 2001,
Mr. Ledford was Vice President of Automotive Strategy at Wingcast, a joint
venture between Ford Motor Company and Qualcomm developing advanced wireless
vehicle applications, or telematics. Prior to Wingcast, he was the Executive
Director of Telematics at Ford, and prior to that was Corporate Executive
Director for Process Engineering responsible for overseeing Ford's worldwide
introduction of new technologies.

DAVID MARGOLESE has served as Chairman of our board of directors since
August 1993, and as a director since August 1991. From August 1993 to
October 2001, Mr. Margolese served as our Chief Executive Officer. Prior to his
involvement with us, Mr. Margolese proposed and co-founded Cantel Inc., Canada's
national cellular telephone carrier, which was acquired by Rogers Communications
Inc. in 1989, and Canadian Telecom Inc., Canada's national paging company,
serving as that company's president until its sale in 1987. Mr. Margolese has
been inducted into NASA's Space Technology Hall of Fame and was nominated by
Harvard Business School as Entrepreneur of the Year in 1999.

LEON D. BLACK has been a director since June 2001. Mr. Black is one of the
founding principals of Apollo Advisors, L.P. and Lion Advisors, L.P., which
manage investment capital on behalf of institutions. He is also the founder of
Apollo Real Estate Advisors, L.P. From 1977 to 1990, Mr. Black worked at Drexel
Burnham Lambert Incorporated, where he served as Managing Director, head of the
Mergers & Acquisitions Group and co-head of the Corporate Finance Department.
Mr. Black is a director of Sequa Corporation, United Rentals, Inc., Allied Waste
Industries, Inc., AMC Entertainment Inc. and Wyndham International, Inc.
Mr. Black is a trustee of The Museum of Modern Art, Mt. Sinai Hospital, The
Metropolitan Museum of Art, Lincoln Center for The Performing Arts, Prep for
Prep, The Jewish Museum, the Asia Society and the Vail Valley Foundation.

LAWRENCE F. GILBERTI has been a director since September 1993 and served as
our Secretary from November 1992 until May 1998. Since December 1992, he has
been the Secretary and sole director, and from December 1992 to September 1994
was the President of Satellite CD Radio, Inc., our subsidiary which holds our
FCC license. Since June 2000, Mr. Gilberti has been a partner in the law firm of
Reed Smith LLP; from May 1998 through May 2000, he was of counsel to that firm.
From August 1994 to May 1998, Mr. Gilberti was a partner in the law firm of
Fischbein Badillo Wagner & Harding. Mr. Gilberti provided legal services to us
from 1992 until 2001.

JAMES P. HOLDEN has been a director since August 2001. From October 1999
until November 2000, Mr. Holden was the President and Chief Executive Officer of
DaimlerChrysler Corporation, a subsidiary of DaimlerChrysler AG, one of the
world's largest automakers. Prior to being appointed President in 1999,
Mr. Holden held numerous senior positions within Chrysler Corporation during his
19-year career at the company.

<Page>

PETER G. PETERSON has been a director since June 2001. Mr. Peterson has been
chairman of The Blackstone Group L.P., an investment bank, since 1985. Prior to
his involvement with Blackstone, Mr. Peterson served as chairman and chief
executive officer of Lehman Brothers, Kuhn, Loeb, Inc., the investment bank, for
eleven years. He was Secretary of Commerce in 1972 and 1973 after serving as
Assistant to the President for International Economic Affairs and Executive
Director of the Council on Economic Policy in 1971 and 1972. Prior to his
government service, Mr. Peterson was with Bell & Howell Company for thirteen
years, beginning as an executive vice president and director and later as chief
executive officer. Mr. Peterson is a director of Sony Corp. He is chairman of
the board of The Federal Reserve Bank of New York, the Council on Foreign
Relations and Institute for International Economics, founding president of The
Concord Coalition and a trustee of the Committee for Economic Development, the
National Bureau of Economic Research and The Museum of Modern Art. Mr. Peterson
has been a director of 3M, RCA, General Foods, Federated Department Stores,
Continental Group, Black & Decker and Cities Services.

JOSEPH V. VITTORIA has been a director since April 1998. From 1997 until
February 2000, Mr. Vittoria was Chairman and Chief Executive Officer of Travel
Services International, Inc., a travel services distributor. Mr. Vittoria has
served as a member of the Board of Overseers of Columbia Business School since
1988. From September 1987 to February 1997, Mr. Vittoria was the Chairman and
Chief Executive Officer of Avis Inc., one of the world's largest rental car
companies. Mr. Vittoria is a director of ResortQuest International, Inc. and is
Chairman of Transmedia Asia Pacific, Inc. and Puradyn Filter Technologies, Inc.

We expect that Messrs. David Margolese and Joseph V. Vittoria will resign
and our board of directors will appoint two directors, selected by the informal
creditors committee that negotiated with us the principal terms of our
recapitalization, to fill those vacancies. The informal creditors committee has
not yet notified us of the identities of those two directors.

EMPLOYMENT AGREEMENTS

We are a party to an employment agreement with Joseph P. Clayton, Guy D.
Johnson, Mary Patricia Ryan, Patrick L. Donnelly and Michael S. Ledford.

EMPLOYMENT AGREEMENT WITH JOSEPH P. CLAYTON

On November 26, 2001, we entered into an employment agreement with Joseph P.
Clayton to serve as our President and Chief Executive Officer for three years.
This agreement provides for an annual base salary of $600,000, subject to
increase from time to time by our board of directors. We have also agreed to
reimburse Mr. Clayton for the reasonable costs of an apartment in New York City
and for the reasonable costs of commercial travel to and from his home in
Rochester, New York, to our headquarters in New York City. In connection with
this agreement, we agreed to grant Mr. Clayton options to purchase 3,000,000
shares of our common stock at an exercise price of $5.25 per share. 1,500,000 of
these options are issued and exercisable. The remaining options will be issued
and become exercisable in increments of 750,000 on November 26, 2003 and
November 26, 2004.

Under the terms of this agreement, if Mr. Clayton's employment is terminated
without cause or he terminates his employment for good reason (as defined in the
employment agreement), then he is entitled to receive a lump sum amount equal to
(1) his base salary in effect from the termination date through December 31,
2004 and (2) any annual bonuses, at a level equal to 75% of his base salary,
that would have been customarily paid during the period from the termination
date through December 31, 2004; provided that in no event shall this amount be
less than 1.75 times his base salary. In the event Mr. Clayton's employment is
terminated without cause or he terminates his employment for good reason, we are
also obligated to continue his medical and life insurance benefits until
December 31, 2004.

If, following the occurrence of a 'change of control,' Mr. Clayton is
terminated without cause or he terminates his employment for good reason, we are
obligated to pay to Mr. Clayton an

<Page>

amount equal to 5.25 times his base salary and continue his medical and life
insurance benefits until the third anniversary of his termination date. If, in
the opinion of a nationally recognized accounting firm, a 'change of control'
would require Mr. Clayton to pay an excise tax under the United States Internal
Revenue Code on any amounts received by him, we have agreed to pay Mr. Clayton
the amount of such taxes and such additional amount as may be necessary to place
him in the exact same financial position that he would have been in if the
excise tax was not imposed. Under the terms of the employment agreement,
Mr. Clayton may not disclose any of our proprietary information or, during his
employment with us and for three years thereafter, engage in any business
involving the transmission of radio entertainment programming in North America.

EMPLOYMENT AGREEMENT WITH GUY D. JOHNSON

On January 7, 2002, we entered into an employment agreement with Guy D.
Johnson to serve as our Executive Vice President, Sales and Marketing, for three
years. This agreement provides for an annual base salary of $400,000, subject to
increase from time to time by our board of directors. We have also agreed to
reimburse Mr. Johnson for his living expenses in New York City, up to $6,000 per
month, and for the reasonable costs of commercial travel to and from his home in
British Columbia to our headquarters in New York City. In connection with this
agreement, we agreed to grant Mr. Johnson options to purchase 500,000 shares of
our common stock at an exercise price of $9.46 per share. Options with respect
to 250,000 of these shares are currently exercisable. The remaining options
become exercisable in increments of 125,000 on January 7, 2004 and January 7,
2005. We also granted Mr. Johnson 100,000 restricted shares of common stock.
Mr. Johnson forfeited 34,000 of these shares on January 7, 2003 because the
average price of our common stock during the twenty trading days preceding
January 7, 2003 failed to equal or exceed $15.00, the performance target
established by our board of directors for vesting of these shares. The
restrictions applicable to 33,000 of these shares will lapse on January 7, 2004
if the average price of our common stock on the twenty trading days preceding
January 7, 2004 equals or exceeds $20.00; and the restrictions applicable to the
remaining 33,000 shares will lapse on January 7, 2005 if the average price of
our common stock on the twenty trading days preceding January 7, 2005 equals or
exceeds $25.00. Any shares of restricted stock which do not vest on January 7,
2004 or January 7, 2005 will be forfeited.

Under the terms of this agreement, if Mr. Johnson's employment is terminated
without cause or he terminates his employment for good reason (as defined in the
employment agreement), then he is entitled to receive a lump sum amount equal to
(1) his base salary in effect from the termination date through January 6, 2005
and (2) any annual bonuses, at a level equal to 75% of his base salary, that
would have been customarily paid during the period from the termination date
through January 6, 2005; provided that in no event shall this amount be less
than 1.00 times his base salary. In the event Mr. Johnson's employment is
terminated without cause or he terminates his employment for good reason, we are
also obligated to continue his medical and life insurance benefits until
January 6, 2005.

If, following the occurrence of a 'change of control,' Mr. Johnson is
terminated without cause or he terminates his employment for good reason, we are
obligated to pay to Mr. Johnson an amount equal to 1.75 times his base salary
and continue his medical and life insurance benefits until the third anniversary
of his termination date. If, in the opinion of a nationally recognized
accounting firm, a 'change of control' would require Mr. Johnson to pay an
excise tax under the United States Internal Revenue Code on any amounts received
by him, we have agreed to pay Mr. Johnson the amount of such taxes and such
additional amount as may be necessary to place him in the exact same financial
position that he would have been in if the excise tax was not imposed.

Under the terms of the agreement, Mr. Johnson may not disclose any of our
proprietary information or, during his employment with us and for two years
thereafter, engage in any business involving the transmission of radio
entertainment programming in North America.

EMPLOYMENT AGREEMENT WITH MARY PATRICIA RYAN

On May 3, 2002, we entered into an employment agreement with Mary Patricia
Ryan to serve as our Executive Vice President, Marketing, for three years. This
agreement provides for an annual

<Page>

base salary of $320,000, subject to increase from time to time by our board of
directors. Under this agreement, we paid Ms. Ryan a $25,000 starting bonus. In
connection with this agreement, we also granted Ms. Ryan options to purchase
240,000 shares of our common stock at an exercise price of $3.67 per share.
Options with respect to 60,000 of these shares became exercisable upon execution
of the agreement and the remaining options become exercisable in increments of
60,000 on June 10, 2003, June 10, 2004 and June 10, 2005.

Under the terms of this agreement, if Ms. Ryan's employment is terminated
without cause or she terminates her employment for good reason (as defined in
the employment agreement), we are obligated to pay Ms. Ryan an amount equal to
the sum of her annual salary and the annual bonus last paid to her.

If, in the opinion of a nationally recognized accounting firm, a 'change of
control' would require Ms. Ryan to pay an excise tax under the United States
Internal Revenue Code on any amounts received by her, we have agreed to pay Ms.
Ryan the amount of such taxes and such additional amount as may be necessary to
place her in the exact same financial position that she would have been in if
the excise tax was not imposed.

Under the terms of the agreement, Ms. Ryan may not disclose any of our
proprietary information or, during her employment with us and for two years
thereafter (or one year thereafter if Ms. Ryan's employment is terminated
without cause or she terminates her employment for good reason), enter into the
employment of, render services to, or otherwise assist our competitors.

EMPLOYMENT AGREEMENT WITH PATRICK L. DONNELLY

We have entered into an employment agreement with Patrick L. Donnelly to
serve as our Executive Vice President, General Counsel and Secretary until
March 28, 2004. Pursuant to this agreement, we pay Mr. Donnelly an annualized
base salary of $345,000 per year.

Under the terms of this agreement, if Mr. Donnelly's employment is
terminated without cause or he terminates his employment for good reason (as
defined in the employment agreement), we are obligated to pay Mr. Donnelly an
amount equal to the sum of his annual salary and the annual bonus last paid to
him.

If, in the opinion of a nationally recognized accounting firm, a 'change of
control' would require Mr. Donnelly to pay an excise tax under the United States
Internal Revenue Code on any amounts received by him, we have agreed to pay
Mr. Donnelly the amount of such taxes and such additional amount as may be
necessary to place him in the exact same financial position that he would have
been in if the excise tax was not imposed.

Under the terms of the agreement, Mr. Donnelly may not disclose any of our
proprietary information or, during his employment with us and for two years
thereafter (or one year thereafter if Mr. Donnelly's employment is terminated
without cause or he terminates his employment for good reason), enter into the
employment of, render services to, or otherwise assist our competitors.

EMPLOYMENT AGREEMENT WITH MICHAEL S. LEDFORD

On August 29, 2001, we entered into an employment agreement with Michael S.
Ledford to serve as our Executive Vice President, Engineering, for three years.
This agreement provides for an annual base salary of $340,000, subject to
increase from time to time by our board of directors. In connection with this
agreement, we granted Mr. Ledford options to purchase 300,000 shares of our
common stock at an exercise price of $4.00 per share. These options become
exercisable in increments of 100,000 shares on September 17, 2002,
September 17, 2003 and September 17, 2004. We also granted Mr. Ledford 50,000
restricted shares of common stock. The restrictions applicable to these shares
of common stock lapse on September 17, 2002, September 17, 2003, September 17,
2004 and September 17, 2005 in equal increments of 12,500 shares.

Under the terms of this agreement, if Mr. Ledford's employment is terminated
without cause or he terminates his employment for good reason (as defined in the
employment agreement), we are obligated to pay Mr. Ledford an amount equal to
his annual salary.

If, in the opinion of a nationally recognized accounting firm, a 'change of
control' would require Mr. Ledford to pay an excise tax under the United States
Internal Revenue Code on any

<Page>

amounts received by him, we have agreed to pay Mr. Ledford the amount of such
taxes and such additional amount as may be necessary to place him in the exact
same financial position that he would have been in if the excise tax was not
imposed.

Under the terms of the agreement, Mr. Ledford may not disclose any of our
proprietary information or, during his employment with us and for two years
thereafter (or one year thereafter if Mr. Ledford's employment is terminated
without cause or he terminates his employment for good reason), enter into the
employment of, render services to, or otherwise assist our competitors.

BOARD GOVERNANCE AND OPERATIONS

The business and affairs of our company are managed by or under the
direction of our board of directors. Our board includes a majority of
non-employee directors.

Your board reaffirms its accountability to stockholders through the annual
election process. All directors stand for election annually.

Your board reviews and ratifies senior management selection and
compensation, monitors overall corporate performance and ensures the integrity
of our financial controls. Our board of directors also oversees our strategic
and business planning processes.

MEETINGS OF THE BOARD OF DIRECTORS

During the year ended December 31, 2002, there were thirteen meetings of our
board of directors, and the board took action twice by written consent in lieu
of meetings. Each director attended more than 90% of the total number of
meetings of the board and meetings held by all committees on which he served.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors maintains three standing committees, an Audit
Committee, a Compensation Committee and a Finance Committee. The Finance
Committee was established by our board of directors on August 27, 2002. The
board of directors does not maintain a Nominating Committee.

The following table shows the present members of each committee, the number
of committee meetings held during 2002 and the functions performed by each
committee:

<Table>
<Caption>
COMMITTEE FUNCTIONS
--------- ---------
<S> <C>
AUDIT
Meetings: Four Selects our independent auditors
Members:
Joseph V. Vittoria* Reviews reports of independent auditors
Lawrence F. Gilberti
James P. Holden Reviews and approves the scope and cost of
all services (including non-audit services)
provided by the firm selected to conduct the
audit

Monitors the effectiveness of the audit
process

Reviews adequacy of financial and operating
controls

Monitors corporate compliance program

COMPENSATION Reviews and approves salaries and other
Meetings: Eight compensation matters for executive officers
Members:
Lawrence F. Gilberti* Administers stock option program, including
Peter G. Peterson grants of options to executive officers
Joseph V. Vittoria under our stock option plans

FINANCE Reviews and approves operating and capital
Meetings: One budgets
Members:
James P. Holden* Assists in identifying and implementing means
Lawrence F. Gilberti to reduce operating and capital expenditures
Peter G. Peterson and increase and enhance profitability and
cash flows
</Table>

- ---------
* Chairperson

<Page>

DIRECTORS' COMPENSATION

In October 2001, we entered into an agreement with Mr. Margolese relating to
his continuing responsibilities as non-executive Chairman of our board of
directors. Mr. Margolese receives, at the discretion of our board of directors,
$50,000 per year for serving as non-executive Chairman of our board of
directors.

Mr. Clayton receives no additional compensation for serving on our board of
directors.

Each non-employee director, including Mr. Margolese, is entitled to receive
options to purchase 10,000 shares of common stock on the business day following
our annual meeting of stockholders. The exercise price for such options is the
fair market value of our common stock on the date of grant. For the year ended
December 31, 2002, each director waived his right to receive stock options for
service on our board of directors.

Non-employee directors are also reimbursed for reasonable travel expenses
incurred in attending meetings of our board of directors and its committees.

ITEM 11. EXECUTIVE COMPENSATION

The table below shows the compensation for the last three years for our
President and Chief Executive Officer and the five next highest paid executive
officers at December 31, 2002.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- ----------------------------
NUMBER OF
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION(1)
NAME AND PRINCIPAL POSITION YEAR $ $ $ $ # $
--------------------------- ---- ------- ------- ------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph P. Clayton(2) ................... 2002 600,000 300,000 49,372(9) -- 750,000 8,250
President and Chief Executive Officer 2001 61,538 -- -- -- 750,000 --
2000 -- -- -- -- -- --
Guy D. Johnson(3) ...................... 2002 394,103 200,000 103,701(9) 915,000(11) 500,000 8,250
Executive Vice President, Sales and 2001 -- -- -- -- -- --
Marketing 2000 -- -- -- -- -- --
Mary Patricia Ryan(4) .................. 2002 178,256 185,000(7) -- -- 240,000 --
Executive Vice President, Marketing 2001 -- -- -- -- -- --
2000 -- -- -- -- -- --
John J. Scelfo(5) ...................... 2002 345,000 172,500 -- -- 100,000 8,250
Executive Vice President and Chief 2001 225,000 225,000 -- -- 300,000 10,500
Financial Officer 2000 -- -- -- -- -- --
Patrick L. Donnelly .................... 2002 345,000 172,500 -- -- -- 8,250
Executive Vice President, General 2001 325,000 225,000 -- -- 100,000 10,500
Counsel and Secretary 2000 310,417 323,000(8) -- -- 75,000 10,500
Michael S. Ledford(6) .................. 2002 340,000 170,000 14,601(10) -- -- 8,250
Executive Vice President, Engineering 2001 99,167 100,000 -- 200,000(12) 300,000 --
2000 -- -- -- -- -- --
</Table>

- ---------

(1) Represents matching contributions by us under our 401(k)
Savings Plan. These amounts were paid in the form of common
stock.

(2) Mr. Clayton became an executive officer in November 2001.

(3) Mr. Johnson became an executive officer in January 2002.

(4) Ms. Ryan became an executive officer in June 2002.

(5) Mr. Scelfo became an executive officer in April 2001 and has
resigned as an executive officer effective April 6, 2003.

(6) Mr. Ledford became an executive officer in September 2001.

(7) Bonus amount includes $160,000 paid to Ms. Ryan as part of
our 2003 bonus program and a $25,000 bonus paid to Ms. Ryan
following execution of her employment agreement.

(8) In addition, Mr. Donnelly was paid a bonus in 2000 of
$290,000.

(9) Represents amounts reimbursed to Mr. Clayton and Mr. Johnson
for temporary living expenses in accordance with their
respective employment agreements. In the case of Mr.
Johnson, the amount also includes $48,541 paid to reimburse
him for certain taxes he may be required to pay.

(10) Represents gross proceeds received by Mr. Ledford on the
sale of 12,500 restricted shares of common stock. The
restrictions applicable to these shares of stock lapsed on
September 17, 2002.

(11) On January 7, 2002, we granted Mr. Johnson 100,000
restricted shares of our common stock. The restrictions
applicable to these shares of common stock lapse in
increments of 34,000 on January 7, 2003, if the average
closing price of our common stock equals or exceeds $15.00
per share; 33,000 on January 7, 2004, if the average closing
price

(footnotes continued on next page)

<Page>

(footnotes continued from previous page)

of our common stock equals or exceeds $20.00 per share; and
33,000 on January 7, 2005, if the average closing price of
our common stock equals or exceeds $25.00 per share. Amount
represents the value of the restricted stock (calculated by
multiplying the closing price of our common stock on January
7, 2002, $9.15 per share, by the number of shares awarded,
100,000) awarded Mr. Johnson as of January 7, 2002. On
December 31, 2002, these restricted shares of our common
stock had an aggregate value of $64,000 (calculated by
multiplying the closing price of our common stock on
December 31, 2002, $0.64 per share, by the number of shares
awarded, 100,000). Mr. Johnson forfeited 34,000 of these
restricted shares of common stock on January 7, 2003 because
the average price of our common stock during the twenty
trading days preceding January 7, 2003 was less than $15.00,
the performance target established by our board of directors
for vesting these shares.

(12) On September 17, 2001, we granted Mr. Ledford 50,000
restricted shares of our common stock. The restrictions
applicable to these shares of common stock lapse in equal
increments over four years. Amount represents the value of
the restricted stock (calculated by multiplying the closing
price of our common stock on September 17, 2001, $4.00 per
share, by the number of shares awarded, 50,000) awarded Mr.
Ledford as of September 17, 2001. On December 31, 2002,
these restricted shares of our common stock had an aggregate
value of $24,000 (calculated by multiplying the closing
price of our common stock on December 31, 2002, $0.64 per
share, by the number of shares that remain restricted at
December 31, 2002, 37,500). The restrictions applicable to
12,500 shares of restricted stock awarded to Mr. Ledford on
September 17, 2001 lapsed on September 17, 2002.

The following table sets forth certain information for the fiscal year ended
December 31, 2002, with respect to options granted to individuals named in the
summary compensation table above.

OPTION GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATE OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
----------------------------------- -----------------------
NUMBER OF PERCENT OF
SHARES TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO PRICE EXPIRATION
NAME GRANTED EMPLOYEES ($/SHARE) DATE 5% ($) 10% ($)
---- ------- --------- --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Joseph P. Clayton(1).............. 750,000 23.1 5.25 11/26/2012 2,476,273 6,275,361
Guy D. Johnson(2)................. 500,000 15.4 9.46 1/7/2012 2,974,672 7,538,402
Mary Patricia Ryan................ 240,000 7.4 3.67 6/10/2012 553,930 1,403,768
John J. Scelfo.................... 100,000 3.1 9.46 1/3/2012 594,934 1,507,680
Patrick L. Donnelly............... -- -- -- -- -- --
Michael S. Ledford(2)............. -- -- -- -- -- --
</Table>

- ---------

(1) Under his employment agreement, we are obligated to issue
Mr. Clayton options to purchase up to 750,000 shares of our
common stock at an exercise price of $5.25 per share on
November 26, 2003 and November 26, 2004. These options will
be exercisable on the date of grant.

(2) Does not include shares of restricted common stock granted
to Mr. Ledford and Mr. Johnson.

The following table sets forth certain information with respect to the
number of shares covered by both exercisable and unexercisable stock options
held by the individuals named in the summary compensation table above as of
December 31, 2002. Also reported are the values for 'in-the-money' stock options
that represent the positive spread between the respective exercise prices of
outstanding stock options and the fair market value of our common stock as of
December 31, 2002 ($0.64 per share).

<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL YEAR END IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE (#) FISCAL YEAR END ($)
EXERCISE REALIZED --------------------------- --------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph P. Clayton(1)...... -- -- 1,500,000 -- -- --
Guy D. Johnson(2)......... -- -- 125,000 375,000 -- --
Mary Patricia Ryan........ -- -- 60,000 180,000 -- --
John J. Scelfo............ -- -- 325,000 75,000 -- --
Patrick L. Donnelly....... -- -- 500,000 -- -- --
Michael S. Ledford(2)..... -- -- 100,000 200,000 -- --
</Table>

- ---------

(2) Does not include shares of restricted common stock granted
to Mr. Ledford and Mr. Johnson.

<Page>

The following table set forth certain information with respect to stock
options held by an executive officer that were repriced during the three-year
period ended December 31, 2002.

10-YEAR OPTION REPRICINGS

<Table>
<Caption>
MARKET
NUMBER OF PRICE OF EXERCISE
SECURITIES STOCK AT PRICE AT
UNDERLYING TIME OF TIME OF LENGTH OF ORIGINAL
OPTIONS REPRICING REPRICING OPTION TERM
REPRICED OR OR OR NEW REMAINING AT DATE OF
AMENDED AMENDMENT AMENDMENT EXERCISE REPRICING OR
NAME DATE (#) ($)(1) ($) PRICE AMENDMENT
---- ---- ----------- --------- --------- -------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick L. Donnelly April 9, 2001 110,000 $7.60 $33.50 $7.50 7 years, 1 month
Executive Vice 90,000 7.60 23.75 7.50 7 years, 11 months
President, General 125,000 7.60 30.50 7.50 8 years, 8 months
Counsel and 25,000 7.60 40.875 7.50 8 years, 9 months
Secretary 50,000 7.60 21.50 7.50 9 years, 8 months
</Table>

- ---------

(1) The revised exercise price was determined by the
Compensation Committee of our board of directors based on
the five day average of our common stock immediately prior
to the repricing.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Gilberti, a director, is a partner in the law firm of Reed Smith LLP and
has provided legal services to us from 1992 to 2002. We paid Reed Smith LLP
$2,646, $3,845 and $24,462 for legal services during the years ended
December 31, 2002, 2001 and 2000, respectively.

Mr. Clayton was a member of the board of directors of Global Crossing Ltd.,
a global internet and long distance services provider, and Good Guys Inc., a
regional consumer electronics retailer. We have entered into an agreement with
Global Crossing to provide us telecommunications services for monitoring our
terrestrial repeater network and an agreement with Good Guys in connection with
the marketing and sale of subscriptions to our service. We also have reimbursed
Mr. Clayton for expenses associated with our use of an airplane that is owned by
him. In accordance with procedures established by our board of directors, we
reimbursed Mr. Clayton for the reasonable expenses associated with the use of
this airplane in an amount not more that the costs of a similar charter
aircraft. We do not expect to use this airplane in the future, except in cases
where its use is expressly authorized by our board of directors.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of our board of directors, comprised solely of
directors who are not current or former employees, is responsible for overseeing
and administering our compensation programs. The Compensation Committee consults
with our Senior Vice President, Human Resources, and from time to time seeks the
advice of Towers Perrin, independent compensation consultants retained by it.
The Compensation Committee also reviews, monitors and approves executive
compensation, establishes compensation guidelines for our officers, reviews
projected personnel needs and administers our long-term stock incentive plan.

During 2001 and 2002, we recruited new executive management -- Joseph P.
Clayton, our President and Chief Executive Officer (November 2001); Guy D.
Johnson, our Executive Vice President, Sales and Marketing (January 2002); John
J. Scelfo, our Executive Vice President and Chief Financial Officer (April
2001); Michael S. Ledford, our Executive Vice President, Engineering (September
2001); and Mary Patricia Ryan, our Executive Vice President, Marketing (May
2002). Members of the Compensation Committee actively participated in the
process of interviewing and selecting each of these executive officers, and
recommended to our board of directors approval of their compensation
arrangements.

We entered into an employment agreement with each of these executive
officers. A summary of these employment agreements and the employment agreement
between us and Patrick L. Donnelly, our Executive Vice President, General
Counsel and Secretary, is described above under the heading 'Employment
Agreements'.

<Page>

COMPENSATION PHILOSOPHY

Our compensation program for executive officers consists of three key
elements:

a base salary;

an annual bonus program; and

grants of stock options.

The Compensation Committee believes that this three-part approach is
consistent with programs adopted by similarly situated companies and best serves
the interests of our stockholders. It enables us to meet the requirements of the
competitive environment in which we operate, while ensuring that executive
officers are compensated in a manner that advances both the short and long-term
interests of stockholders. Under this approach, compensation for our executive
officers involves a high proportion of pay that is 'at risk' -- namely, the
annual bonus and the value of stock options. Stock options relate a significant
portion of long-term remuneration directly to stock price appreciation realized
by stockholders.

During 2002, the Compensation Committee approved a bonus plan for executive
officers and other employees. Under this program, employees were awarded bonuses
based upon satisfaction of the following five criteria: net subscriber
activations, operating expenses, subscriber acquisition costs, customer
satisfaction and employee satisfaction. The Compensation Committee assigned each
of these criteria weight, and measured the achievement of these items in January
2003 based upon data certified by management. These criteria were established by
the Compensation Committee after review of our business plan and budget for the
year ended December 31, 2002, discussions with our management and consultation
with Towers Perrin. The Compensation Committee intends to review this bonus
program in 2003 and may change one or all of the parameters in its discretion.

BASE SALARIES

The base salaries paid to each of our executive officers during 2002 were
paid pursuant to the written employment agreements described above under the
heading 'Employment Agreements'. Changes in base salaries for our executive
officers were based upon competitive salary comparisons, a subjective assessment
of the nature of the position and the contribution and experience of the officer
and the length of the officer's service. Compensation levels were based on
competitive survey data and targeted the 50th percentile of salaries among peer
companies. These peer companies were drawn from those who, in the opinion of the
Compensation Committee, compete with us for talent as well as customers. The
Compensation Committee did not assign any relative weight to the various factors
it considered or set predetermined performance targets for purposes of these
base salary determinations.

The Compensation Committee approved a base salary increase on January 1,
2002 for Mr. Scelfo from $300,000 to $345,000 and Mr. Donnelly from $325,000 to
$345,000. No other executive officers received an increase in his or her base
salary during 2002.

ANNUAL BONUS

In January 2003, the Committee awarded a cash bonus to Mr. Clayton of
$300,000, Mr. Johnson of $200,000, Ms. Ryan of $160,000, Mr. Scelfo of $172,500,
Mr. Donnelly of $172,500, and Mr. Ledford of $170,000.

The bonuses awarded for the year ended December 31, 2002 to Mr. Clayton, Mr.
Johnson, Ms. Ryan, Mr. Scelfo, Mr. Donnelly and Mr. Ledford were generally
determined in accordance with the criteria contained in our 2002 bonus program.
The Compensation Committee does not expect to enter into agreements which
provide guaranteed bonuses for our existing executive officers.

STOCK OPTIONS

We provide long-term incentives through stock options granted to our
executive officers under our long-term stock incentive plan. The Compensation
Committee believes that the potential for stock ownership by executives and
other employees is the most effective method by which the interests of
management may be aligned with those of our stockholders. The options granted

<Page>

typically vest over three years, have a term of ten years and an exercise price
equal to the fair market value of our common stock on the grant date or the date
we commit to issue the options.

Except for options granted to Mr. Johnson and Ms. Ryan in connection with
their employment agreements and the options awarded to Mr. Scelfo, the
Compensation Committee did not award any of our executive officers stock options
during 2002.

The Compensation Committee has authorized executive management to grant
stock options to employees below the executive officer level on an annual basis
according to guidelines intended to be competitive with comparable companies and
to reward individual achievement appropriately. Our executive officers do not
receive annual stock option grants under this program.

STOCK OPTION REPRICING

During 2002, no options held by executive officers or other employees were
repriced or otherwise amended.

COMPENSATION OF OUR CHIEF EXECUTIVE OFFICER

In November 2001, our board of directors negotiated, and we entered into, an
employment agreement with Mr. Clayton, our President and Chief Executive
Officer. Our board of directors engaged Towers Perrin, an independent
compensation consultant, to assist it in the process of evaluating appropriate
compensation for Mr. Clayton. Towers Perrin identified for the board competitive
compensation arrangements against which the board measured the compensation
agreed to with Mr. Clayton. Mr. Clayton's compensation fell within observed
competitive practices provided by Towers Perrin.

Pursuant to Mr. Clayton's employment agreement, we issued Mr. Clayton an
option to purchase up to 750,000 shares of our common stock at an exercise price
of $5.25 on November 26, 2001 and November 26, 2002. These options were
exercisable on the date of grant. Under his employment agreement, we are
obligated to issue Mr. Clayton options to purchase up to 750,000 shares of our
common stock at an exercise price of $5.25 per share on November 26, 2003 and
November 26, 2004. These options will also be exercisable on the date of grant.

POLICY WITH RESPECT TO INTERNAL REVENUE CODE SECTION 162(M)

Section 162(m) of the Internal Revenue Code places a $1 million per person
limitation on the tax deduction we may take for compensation paid to our Chief
Executive Officer and our four other highest paid executive officers, except
that compensation constituting performance-based compensation, as defined by the
Internal Revenue Code, is not subject to the $1 million limit. The Compensation
Committee generally intends to grant awards under our long-term stock incentive
plan consistent with the terms of Section 162(m) so that such awards will not be
subject to the $1 million limit. The Compensation Committee also expects to take
actions in the future that may be necessary to preserve the deductibility of
executive compensation to the extent reasonably practicable and consistent with
other objectives of our compensation program. However, the Compensation
Committee reserves the discretion to pay compensation that does not qualify for
exemption under Section 162(m) where the Compensation Committee believes such
action to be in our best interest.

Compensation Committee

Lawrence F. Gilberti, Chairman
Peter G. Peterson
Joseph V. Vittoria

<Page>

PERFORMANCE GRAPH

Set forth below is a graph comparing the cumulative performance of our
common stock with the Standard & Poor's Composite-500 Stock Index (the 'S&P
500') and the Nasdaq Telecommunications Index from December 31, 1997 to
December 31, 2002. The graph assumes that $100 was invested on December 31, 1997
in each of our common stock, the S&P 500 and the Nasdaq Telecommunications Index
and that all dividends were reinvested.

[Line Graph]

<Table>
<Caption>
NASDAQ TELECOMMUNICATIONS
DATE SIRIUS S&P 500 INDEX(1)
---- ------ ------- --------
<S> <C> <C> <C>
December 31, 1997..................................... $100 $100 $100
December 31, 1998..................................... $202 $128 $163
December 31, 1999..................................... $263 $155 $331
December 31, 2000..................................... $177 $141 $151
December 31, 2001..................................... $ 69 $124 $ 77
December 31, 2002..................................... $ 4 $ 97 $ 35
</Table>

- ---------

(1) The Nasdaq Telecommunications Index is a capitalization
weighted index designed to measure the performance of all
Nasdaq-traded stocks in the telecommunications sector,
including satellite technology.

<Page>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding beneficial ownership of
our common stock as of March 26, 2003 by (1) each person known by us to be the
beneficial owner of more than 5% of our outstanding common stock, (2) each of
our directors, (3) each of our executive officers and (4) all directors and
executive officers as a group. Except as otherwise indicated, we believe that
the beneficial owners of the common stock listed below, based on information
furnished by these owners, have sole investment and voting power with respect to
these shares, except as otherwise provided by community property laws where
applicable.

<Table>
<Caption>
SHARES BENEFICIALLY
OWNED AS OF
MARCH 26, 2003
NAME AND ADDRESS OF BENEFICIAL -----------------------
OWNER OF COMMON STOCK(1) NUMBER PERCENT(2)
------------------------ ------ ----------
<S> <C> <C>
OppenheimerFunds, Inc.(3) .................................. 225,443,878 24.7%
Atlas Global Growth Fund
Clarington Global Equity Fund
Security Benefit Life Global Series Fund
Security Benefit Life Worldwide Equity Series D/VA
CUNA Global Series Fund/VA
JNL/Oppenheimer Global Growth Series VA
Oppenheimer Global Fund
Oppenheimer Global Securities Fund/VA
Oppenheimer Global Growth & Income Fund
498 Seventh Avenue
New York, New York 10018
Apollo Investment Fund IV, L.P.(4) ......................... 162,986,042 17.0%
Apollo Overseas Partners IV, L.P.
Two Manhattanville Road
Purchase, New York 10577
Blackstone Management Associates III L.L.C.(5) ............. 103,413,764 10.8%
345 Park Avenue
New York, New York 10154
Lehman Brothers Holdings Inc.(6) ........................... 91,271,823 10.0%
Lehman Brothers Inc.
Lehman Commercial Paper Inc.
745 Seventh Avenue
New York, New York 10019
Continental Casualty Company(7) ............................ 54,632,378 6.0%
333 South Wabash Avenue
Chicago, Illinois 60685
David Margolese(8).......................................... 6,300,000 *
Joseph P. Clayton(9)........................................ 1,663,124 *
Guy D. Johnson(10).......................................... 359,890 *
Leon D. Black(11)........................................... -- *
Lawrence F. Gilberti(12).................................... 65,000 *
James P. Holden(13)......................................... 40,000 *
Peter G. Peterson(14)....................................... -- *
Joseph V. Vittoria(15)...................................... 65,000 *
Patrick L. Donnelly(16)..................................... 508,086 *
Michael S. Ledford(17)...................................... 138,900 *
John J. Scelfo(18).......................................... 412,069 *
Mary Patricia Ryan(19)...................................... 64,000 *
All Executive Officers and Directors as a Group
(12 persons)(20).......................................... 9,616,070 1.0%
</Table>

- ---------

* Less than one percent.

(footnotes continued on next page)

<Page>

(footnotes continued from previous page)

(1) This table is based upon information supplied by directors,
officers and principal stockholders. Unless otherwise
indicated, the address of the beneficial owner is Sirius
Satellite Radio Inc., 1221 Avenue of the Americas, 36th
Floor, New York, New York 10020.
(2) Determined as provided by Rule 13d-3 under the Exchange Act.
Under this rule, a person is deemed to be the beneficial
owner of securities that can be acquired by this person
within 60 days from the date of determination upon the
exercise of options, and each beneficial owner's percentage
ownership is determined by assuming that options that are
held by this person (but not those held by any other person)
and that are exercisable within 60 days from the date of
determination have been exercised.
(3) This information is based upon a letter dated October 16,
2002 from Oppenheimer to us.
(4) Represents 117,569,352 shares of our common stock and
warrants to purchase an additional 45,416,690 shares of our
common stock.
(5) Represents 61,253,340 shares of our common stock and
warrants to purchase an additional 42,160,424 shares of our
common stock.
(6) This information is based upon a Form 4 dated March 19, 2003
filed by Lehman Brothers Holdings Inc. Represents 89,171,823
shares of our common stock and warrants to purchase an
additional 2,100,000 shares of our common stock.
(7) This information is based upon information contained in the
Lock-Up Agreement, dated as of October 17, 2002, among
Sirius Satellite Radio Inc., Apollo Investment Fund IV,
L.P., Apollo Overseas Partners IV, L.P., Blackstone CCC
Capital Partners, L.P., Blackstone CCC Offshore Capital
Partners, L.P., Blackstone Family Investment
Partnership III L.P., LJH Partners, LP, Robert C. Fanch
Revocable Trust, BCI Investments II, LLC, Space
Systems/Loral, Inc., Lehman Commercial Paper Inc. and
certain holders of our 15% Senior Secured Discount Notes due
2007, 14 1/2% Senior Secured Notes due 2009 and 8 3/4%
Convertible Subordinated Notes due 2009.
(8) Includes 4,700,000 shares of common stock issuable under
stock options that are exercisable within 60 days and
1,600,000 shares owned by Mr. Margolese.
(9) Represents 1,500,000 shares of common stock issuable under
stock options exercisable within 60 days, 3,124 shares of
common stock acquired under our 401(k) Plan and 160,000
shares beneficially owned by Mr. Clayton.
(10) Includes 35,000 shares owned by Mr. Johnson, 66,000
restricted shares of common stock, 8,890 shares of common
stock acquired under our 401(k) Plan and 250,000 shares of
common stock issuable under stock options exercisable within
60 days. Does not include 250,000 shares issuable under
stock options that are not exercisable within 60 days.
(11) Mr. Black is the founding partner of Apollo Management,
L.P., an affiliate of Apollo Investment Fund IV, L.P. and
Apollo Overseas Partners IV, L.P. Mr. Black disclaims
beneficial ownership of all shares of our common stock in
excess of his pecuniary interest, if any.
(12) Represents 65,000 shares of common stock issuable under
stock options exercisable within 60 days.
(13) Represents 40,000 shares of common stock issuable under
stock options exercisable within 60 days.
(14) Mr. Peterson is the founder and chairman of The Blackstone
Group L.P. Mr. Peterson disclaims beneficial ownership of
all shares of our common stock owned by Blackstone and its
affiliated funds.
(15) Represents 65,000 shares of common stock issuable under
stock options exercisable within 60 days.
(16) Includes 8,086 shares of common stock acquired under our
401(k) Plan and 500,000 shares of common stock issuable
under stock options exercisable within 60 days.
(17) Includes 37,500 restricted shares of common stock, 1,400
shares of common stock acquired under our 401(k) Plan and
100,000 shares of common stock issuable under stock options
exercisable within 60 days. Does not include 200,000 shares
issuable under stock options that are not exercisable within
60 days.
(18) Includes 5,000 shares of common stock owned by Mr. Scelfo,
7,069 shares of common stock acquired under our 401(k) Plan
and 400,000 shares of common stock issuable under stock
options exercisable within 60 days.
(19) Includes 60,000 shares of common stock issuable under stock
options exercisable within 60 days and 4,000 shares of
common stock acquired under our 401(k) Plan. Does not
include 180,000 shares issuable under stock options that are
not exercisable within 60 days.
(20) Includes 7,680,000 shares of common stock issuable under
stock options exercisable within 60 days. Does not include
630,000 shares issuable under stock options that are not
exercisable within 60 days.

Securities Authorized for Issuance under Equity Compensation Plans. The
following table sets forth information as of December 31, 2002 regarding the
number of shares of our common stock to be issued under outstanding options,
warrants or rights, the weighted average exercise price of such outstanding
options, warrants or rights, and the securities remaining available for issuance
under our equity compensation plans that have been approved and not approved by
our security holders.

<Page>

EQUITY COMPENSATION PLAN INFORMATION

<Table>
<Caption>
NUMBER OF SECURITIES NUMBER OF SECURITIES
TO BE ISSUED UPON WEIGHTED AVERAGE REMAINING AVAILABLE
EXERCISE OF EXERCISE PRICE OF FOR FUTURE ISSUANCE
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, UNDER EQUITY
PLAN CATEGORY WARRANTS OR RIGHTS WARRANTS OR RIGHTS COMPENSATION PLANS(2)
------------- ------------------ ------------------ ---------------------
<S> <C> <C> <C>
Equity compensation plans approved
by security holders(1).......... 13,341,339 $12.16 4,170,655
Equity compensation plans not
approved by security holders.... -- -- --
Total......................... 13,341,339 $12.16 4,170,655
</Table>

- ---------

(1) Our stockholders have approved the Sirius Satellite Radio
1999 Long-Term Stock Incentive Plan, our Amended and
Restated 1994 Stock Option Plan and our Amended and Restated
1994 Directors' Nonqualified Stock Option Plan. The
information does not include any options, warrants or rights
that may be issued, and are issuable, under the Sirius
Satellite Radio 2003 Long-Term Stock Incentive Plan, which
was approved by our stockholders on March 4, 2003.

(2) The number of securities available for issuance under Sirius
Satellite Radio 1999 Long-Term Stock Incentive Plan is equal
to 15% of the sum of: (i) the issued and outstanding shares
of common stock (other than shares issued upon exercise of
stock options by employees or directors pursuant to the
plan, our Amended and Restated 1994 Stock Option Plan, our
Amended and Restated 1994 Director's Nonqualified Stock
Option Plan or otherwise); (ii) any shares of common stock
which are issuable as a result of any conversion, exchange
or exercise of any preferred stock, warrant or other
security of the company which is outstanding on the date of
determination; and (iii) the shares of common stock which
have been issued or are issuable to employees, consultants
and directors pursuant to the plan, our Amended and Restated
1994 Stock Option Plan and our Amended and Restated 1994
Directors' Nonqualified Stock Option Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2002, we reimbursed Mr. Clayton for expenses associated with our use
of an airplane that is owned by him. In accordance with procedures established
by our board of directors, we reimbursed Mr. Clayton for the reasonable expenses
associated with the use of this airplane in an amount not more than the costs of
a similar charter aircraft. We do not expect to use this airplane in the future,
except in cases where its use is expressly authorized by our board of directors.

Leon D. Black, a member of our board of directors, is also one of the
founding principals of Apollo Advisors, IV, L.P., an affiliate of one of our
large investors. Peter G. Peterson, a member of our board of directors, is also
the chairman of The Blackstone Group L.P., an affiliate of one of our large
investors.

ITEM 14. CONTROLS AND PROCEDURES

As of December 31, 2002, an evaluation was performed under the supervision
and with the participation of our management, including Joseph P. Clayton, our
President and Chief Executive Officer, and John J. Scelfo, our Executive Vice
President and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure and control procedures. Based on that evaluation,
our management, including our chief executive officer and chief financial
officer, concluded that our disclosure controls and procedures were effective as
of December 31, 2002.

There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to December
31, 2002.

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to us by Ernst & Young, our
independent auditor as of and for the year ended December 31, 2002:

<Table>
<Caption>
FOR THE YEAR ENDED
DECEMBER 31,
-------------------
2002 2001
---- ----
<S> <C> <C>
Audit fees.............................................. $397,030 $ --
Audit-related fees...................................... 15,000 --
Tax fees................................................ 59,840 --
All other fees.......................................... 29,100 109,854
-------- --------
$500,970 $109,854
-------- --------
-------- --------
</Table>

<Page>

AUDIT FEES

Audit fees billed by Ernst & Young related to the following services:
(i) audit of our annual consolidated financial statements as of and for the year
ended December 31, 2002; (ii) review of our interim consolidated financial
statements included in our Quarterly Reports on Form 10-Q for the periods ended
March 31, June 30 and September 30, 2002; (iii) attest services and the
provision of comfort letters; (iv) the provision of consents; and (v) review and
advice in respect of accounting matters in connection with our recapitalization.

AUDIT-RELATED FEES

Audit-related fees billed by Ernst & Young related to the audit of our
401(k) Plan financial statements.

TAX FEES

Tax fees billed by Ernst & Young related to the following services: (i) tax
compliance; (ii) tax planning; and (iii) tax advice in connection with our
recapitalization.

ALL OTHER FEES

Other fees billed by Ernst & Young related to: (i) the administrative and
consulting services in connection with our 401(k) Plan; and (ii) advisory
services in associated with our stock option plans.

The following table sets forth the fees billed to us by Andersen, our
independent accountant as of and for the year ended December 31, 2001:

<Table>
<Caption>
FOR THE YEAR ENDED
DECEMBER 31,
-------------------
2002 2001
---- ----
<S> <C> <C>
Audit fees.............................................. $ -- $275,750
Audit-related fees...................................... -- 16,000
Tax fees................................................ 146,000 534,425
All other fees.......................................... -- 64,006
-------- --------
146,000 890,181
-------- --------
-------- --------
</Table>

AUDIT FEES

Audit fees billed by Andersen related to the following services: (i) audit
of our consolidated financial statements as of and for the year ended December
31, 2001; (ii) review of our interim consolidated financial statements included
in our Quarterly Reports on Form 10-Q for the periods ended March 31, June 30,
September 30, 2001; (iii) attest services and provision of comfort letters; and
(iv) provision of consents.

AUDIT-RELATED FEES

Audit-related fees billed by Andersen related to the audit of our 401(k)
Plan financial statements.

TAX FEES

Tax fees billed by Andersen related to the following services: (i) tax
compliance; (ii) tax planning; and (iii) tax advice.

ALL OTHER FEES

All other fees billed by Andersen related to consulting services provided
during the implementation of our financial and informational reporting systems.

<Page>

PART IV

ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements, Financial Statement Schedules and Exhibits

(1) Financial Statements

See index to financial statements appearing on page F-1.

(2) Financial Statement Schedules

None.

(3) Exhibits

See Exhibit Index appearing on pages E-1 through E-3 for a list of
exhibits filed or incorporated by reference as part of this Annual Report
on Form 10-K.

(b) Reports on Form 8-K

On October 24, 2002, we filed a Current Report on Form 8-K to report
that our board of directors had extended the expiration date of the
preferred stock purchase rights issued pursuant to our Rights Agreement,
dated as of October 22, 1997, with The Bank of New York from October 22,
2002 to May 1, 2003. A copy of the related Amendment to Rights Agreement was
filed as an exhibit to such Current Report on Form 8-K.

As of the date of the filing of this Annual Report on Form 10-K, no proxy
materials have been furnished to security holders. Copies of all proxy materials
will be furnished to the Securities and Exchange Commission in compliance with
its rules.

<Page>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 28th day of
March, 2003.

SIRIUS SATELLITE RADIO INC.

By: /S/ JOHN J. SCELFO
..................................
JOHN J. SCELFO
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)

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

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ DAVID MARGOLESE Chairman of the Board of Directors March 28, 2003
.......................................... and Director
(DAVID MARGOLESE)

/s/ JOSEPH P. CLAYTON President and Chief Executive March 28, 2003
......................................... Officer and Director
(JOSEPH P. CLAYTON) (Principal Executive Officer)

/s/ JOHN J. SCELFO Executive Vice President and Chief March 28, 2003
......................................... Financial Officer
(JOHN J. SCELFO) (Principal Financial Officer)

/s/ EDWARD WEBER, JR. Vice President and Controller March 28, 2003
......................................... (Principal Accounting Officer)
(EDWARD WEBER, JR.)

/s/ LEON D. BLACK Director March 28, 2003
.........................................
(LEON D. BLACK)

/s/ LAWRENCE F. GILBERTI Director March 28, 2003
.........................................
(LAWRENCE F. GILBERTI)

/s/ JAMES P. HOLDEN Director March 28, 2003
.........................................
(JAMES P. HOLDEN)

/s/ PETER G. PETERSON Director March 28, 2003
.........................................
(PETER G. PETERSON)

/s/ JOSEPH V. VITTORIA Director March 28, 2003
.........................................
(JOSEPH V. VITTORIA)
</Table>

<Page>

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Joseph P. Clayton, the Chief Executive Officer of Sirius Satellite Radio
Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Sirius Satellite Radio
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the 'Evaluation Date'); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

By: /S/ JOSEPH P. CLAYTON
.................................
JOSEPH P. CLAYTON
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
(PRINCIPAL EXECUTIVE OFFICER)

March 28, 2003

<Page>

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, John J. Scelfo, the Chief Financial Officer of Sirius Satellite Radio Inc.,
certify that:

1. I have reviewed this annual report on Form 10-K of Sirius Satellite Radio
Inc.;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the 'Evaluation Date'); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

By: /S/ JOHN J. SCELFO
.................................
JOHN J. SCELFO
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)

March 28, 2003

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<S> <C>
Report of Independent Auditors.............................. F-2
Report of Independent Public Accountants.................... F-3
Consolidated Statements of Operations for the years ended
December 31, 2002, 2001 and 2000.......................... F-4
Consolidated Balance Sheets as of December 31, 2002 and
2001...................................................... F-5
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2002, 2001 and 2000.............. F-6
Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000.......................... F-7
Notes to Consolidated Financial Statements.................. F-8
</Table>

F-1

<Page>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Sirius Satellite Radio Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheet of Sirius
Satellite Radio Inc. and Subsidiary (the 'Company') as of December 31, 2002 and
the related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit. The consolidated financial
statements of the Company as of December 31, 2001 and for each of the years
ended December 31, 2001 and 2000 were audited by other auditors who have ceased
operations. Those auditors expressed an unqualified opinion on those
consolidated financial statements in their report dated March 26, 2002.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company as of December 31, 2002 and the consolidated results of its
operations and cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States.

ERNST & YOUNG LLP

New York, New York
February 7, 2003, except for Note 2,
as to which the date is March 17, 2003

F-2

<Page>

THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH THE FILING OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2001. THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN
LLP IN CONNECTION WITH THE FILING OF THIS ANNUAL REPORT ON FORM 10-K. SEE
EXHIBIT 23.2 FOR FURTHER DISCUSSION.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Sirius Satellite Radio Inc.:

We have audited the accompanying consolidated balance sheets of Sirius
Satellite Radio Inc. (a Delaware corporation in the development stage) and
subsidiary as of December 31, 2001 and 2000, and the related consolidated
statements of operations, stockholders' equity and cash flows for the three
years in the period ended December 31, 2001 and for the period from May 17, 1990
(date of inception) to December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sirius Satellite Radio Inc.
and subsidiary, as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for the three years in the period ended
December 31, 2001 and for the period from May 17, 1990 (date of inception) to
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.

ARTHUR ANDERSEN LLP

New York, New York
March 26, 2002

F-3

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

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

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
--------- --------- ---------
<S> <C> <C> <C>
Revenue:
Subscriber revenue, net of mail-in rebates.............. $ 623 $ -- $ --
Advertising revenue, net of agency fees................. 146 -- --
Other revenue........................................... 36 -- --
--------- --------- ---------
Total revenue........................................... 805 -- --
--------- --------- ---------
Operating expenses:
Cost of services (excludes depreciation expense shown
separately below):
Satellite and transmission.......................... 39,308 31,056 12,486
Programming and content............................. 22,728 9,836 4,848
Customer service and billing........................ 7,862 6,572 1,027
Sales and marketing..................................... 108,385 21,566 13,992
General and administrative.............................. 30,682 28,536 19,262
Research and development................................ 30,087 47,794 64,489
Depreciation expense.................................... 82,747 9,052 2,352
Non-cash stock compensation (benefit)/expense (1)....... (7,867) 14,044 7,178
--------- --------- ---------
Total operating expenses.................................... 313,932 168,456 125,634
--------- --------- ---------
Loss from operations.................................... (313,127) (168,456) (125,634)

Other income (expense):
Debt restructuring...................................... (8,448) -- --
Gain on extinguishment of debt.......................... -- 5,313 --
Interest and investment income.......................... 5,257 17,066 24,485
Interest expense, net of amounts capitalized............ (106,163) (89,686) (33,595)
--------- --------- ---------
Total other income (expense)................................ (109,354) (67,307) (9,110)
--------- --------- ---------
Net loss................................................ (422,481) (235,763) (134,744)
Preferred stock dividends................................... (45,300) (41,476) (39,811)
Preferred stock deemed dividends............................ (685) (680) (8,260)
Accretion of dividends in connection with the issuance of
warrants on preferred stock............................... -- -- (900)
--------- --------- ---------
Net loss applicable to common stockholders.............. $(468,466) $(277,919) $(183,715)
--------- --------- ---------
--------- --------- ---------
Net loss per share applicable to common stockholders
(basic and diluted)................................... $ (6.13) $ (5.30) $ (4.72)
--------- --------- ---------
--------- --------- ---------

Weighted average common shares outstanding (basic and
diluted).............................................. 76,394 52,427 38,889
--------- --------- ---------
--------- --------- ---------
</Table>

- ---------

(1) Allocation of non-cash stock compensation (benefit)/expense to other
operating expenses:

<Table>
<S> <C> <C> <C>
Satellite and transmission............................... $ (1,403) $ 1,936 $ 384
Programming and content.................................. (1,807) 2,256 910
Customer service and billing............................. (172) 223 17
Sales and marketing...................................... (1,046) 2,051 271
General and administrative............................... (1,616) 3,831 4,406
Research and development................................. (1,823) 3,747 1,190
--------- --------- ---------
Total non-cash stock compensation
(benefit)/expense.................................. $ (7,867) $ 14,044 $ 7,178
--------- --------- ---------
--------- --------- ---------
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<Table>
<Caption>
DECEMBER 31,
---------------------------
2002 2001
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................ $ 18,375 $ 4,726
Marketable securities.................................... 155,327 304,218
Restricted investments, short-term....................... -- 14,798
Prepaid expenses......................................... 24,562 12,161
Other current assets..................................... 1,345 142
---------- ----------
Total current assets................................. 199,609 336,045
Property and equipment, net................................. 1,032,874 1,082,915
FCC license................................................. 83,654 83,654
Restricted investments, long-term........................... 7,200 7,200
Other long-term assets...................................... 17,603 17,791
---------- ----------
Total assets......................................... $1,340,940 $1,527,605
---------- ----------
---------- ----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses.................... $ 45,086 $ 39,836
Accrued interest......................................... 3,234 5,477
Current portion of long-term debt........................ -- 15,000
---------- ----------
Total current liabilities............................ 48,320 60,313
Long-term debt, net of current portion...................... 670,357 639,990
Accrued interest, net of current portion.................... 46,914 17,201
Other long-term liabilities................................. 7,350 2,284
---------- ----------
Total liabilities.................................... 772,941 719,788
---------- ----------
Commitments and contingencies:
9.2% Series A Junior Cumulative Convertible Preferred
Stock, $.001 par value: 4,300,000 shares authorized,
1,902,823 and 1,742,512 shares issued and outstanding
at December 31, 2002 and 2001, respectively
(liquidation preferences of $190,282 and $174,251), at
net carrying value including accrued dividends......... 193,230 177,120
9.2% Series B Junior Cumulative Convertible Preferred
Stock, $.001 par value: 2,100,000 shares authorized,
853,450 and 781,548 shares issued and outstanding at
December 31, 2002 and 2001, respectively (liquidation
preferences of $85,345 and $78,155), at net carrying
value including accrued dividends...................... 84,781 77,338
9.2% Series D Junior Cumulative Convertible Preferred
Stock, $.001 par value: 10,700,000 shares authorized,
2,558,655 and 2,343,091 shares issued and outstanding
at December 31, 2002 and 2001, respectively
(liquidation preferences of $255,866 and $234,309), at
net carrying value including accrued dividends......... 253,142 230,710
Stockholders' equity:
Common stock, $.001 par value: 500,000,000 shares
authorized, 77,454,197 and 57,455,931 shares issued and
outstanding at December 31, 2002 and 2001,
respectively........................................... 77 57
Additional paid-in capital............................... 963,335 827,590
Accumulated other comprehensive income................... 913 --
Accumulated deficit...................................... (927,479) (504,998)
---------- ----------
Total stockholders' equity........................... 36,846 322,649
---------- ----------
Total liabilities and stockholders' equity........... $1,340,940 $1,527,605
---------- ----------
---------- ----------
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<Table>
<Caption>
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER
------------------- PAID-IN COMPREHENSIVE ACCUMULATED
SHARES AMOUNT CAPITAL INCOME DEFICIT TOTAL
---------- ------ ---------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1999.......................... 28,721,041 $29 $268,641 $-- $(134,491) $ 134,179
Net loss............................................. -- -- -- -- (134,744) (134,744)
Sale of $.001 par value common stock, $43.66 per
share, net of expenses.............................. 2,290,322 2 99,958 -- -- 99,960
Conversion of 8 3/4% Convertible Subordinated Notes
due 2009, including accrued interest................ 2,134,582 2 63,265 -- -- 63,267
Conversion of 10 1/2% Series C Convertible Preferred
Stock, including accrued dividends.................. 8,266,488 8 164,361 -- -- 164,369
Exercise of warrants to purchase 10 1/2% Series C
Convertible Preferred Stock......................... -- -- (4,443) -- -- (4,443)
Exercise of warrants issued in connection with
14 1/2% Senior Secured Notes due 2009, $26.45 per
share............................................... 43,344 -- 627 -- -- 627
Exercise of stock options, between $2.88 and $38.88
per share........................................... 623,326 1 7,819 -- -- 7,820
Issuance of common stock to employees and employee
benefit plans....................................... 20,282 -- 1,942 -- -- 1,942
Sale of common stock to employee benefit plan........ 8,572 -- 343 -- -- 343
Compensation in connection with the issuance of stock
options............................................. -- -- 5,234 -- -- 5,234
Preferred stock dividends............................ -- -- (39,811) -- -- (39,811)
Preferred stock deemed dividends..................... -- -- (8,260) -- -- (8,260)
---------- --- -------- --- - --------- ---------
Balances, December 31, 2000.......................... 42,107,957 42 559,676 -- (269,235) 290,483
Net loss............................................. -- -- -- -- (235,763) (235,763)
Sale of $.001 par value common stock, $21.00 per
share, net of expenses.............................. 11,500,000 12 229,288 -- -- 229,300
Conversion of 8 3/4% Convertible Subordinated Notes
due 2009, including accrued interest................ 2,283,979 2 42,676 -- -- 42,678
Acquisition of 15% Senior Secured Discount Notes due
2007................................................ 948,565 1 8,588 -- -- 8,589
Exercise of stock options, between $1.00 and $26.875
per share........................................... 185,221 -- 611 -- -- 611
Issuance of common stock to employees and employee
benefit plans....................................... 391,489 -- 5,299 -- -- 5,299
Sale of common stock to employee benefit plan........ 38,720 -- 334 -- -- 334
Issuance of warrants in connection with Lehman Term
Loan Facility....................................... -- -- 11,879 -- -- 11,879
Compensation in connection with the issuance of stock
options............................................. -- -- 11,395 -- -- 11,395
Preferred stock dividends............................ -- -- (41,476) -- -- (41,476)
Preferred stock deemed dividends..................... -- -- (680) -- -- (680)
---------- --- -------- ---- --------- ---------
Balances, December 31, 2001.......................... 57,455,931 57 827,590 -- (504,998) 322,649
Net loss............................................. -- -- -- -- (422,481) (422,481)
Unrealized gain on available-for-sale securities..... -- -- -- 913 -- 913
Sale of $.001 par value common stock, $9.85 per
share, net of expenses.............................. 16,000,000 16 147,484 -- -- 147,500
Conversion of 8 3/4% Convertible Subordinated Notes
due 2009, including accrued interest................ 2,913,483 3 39,297 -- -- 39,300
Exercise of stock options, $7.50 per share........... 3,000 -- 22 -- -- 22
Issuance of common stock to employees and employee
benefit plans....................................... 910,204 1 3,347 -- -- 3,348
Compensation in connection with the issuance of stock
options............................................. -- -- (9,495) -- -- (9,495)
Warrant expense associated with acquisition of
programming......................................... -- -- 20 -- -- 20
Issuance of common stock in connection with marketing
agreement........................................... 150,000 -- 129 -- -- 129
Reduction of warrant exercise price in connection
with the amendment to Lehman Term Loan Facility..... -- -- 926 -- -- 926
Issuance of common stock in connection with
conversion of 10 1/2% Series C Convertible Preferred
Stock in prior period............................... 21,579 -- -- -- -- --
Preferred stock dividends............................ -- -- (45,300) -- -- (45,300)
Preferred stock deemed dividends..................... -- -- (685) -- -- (685)
---------- --- -------- ---- --------- ---------
Balances, December 31, 2002.......................... 77,454,197 $77 $963,335 $913 $(927,479) $ 36,846
========== === ======== ==== ========= =========
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss.................................. $(422,481) $(235,763) $(134,744)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation expense.................. 82,747 9,052 2,352
Non-cash interest expense............. 58,957 54,889 52,215
Gain on early extinguishment of
long-term debt...................... -- (5,313) --
Non-cash stock compensation
(benefit)/expense................... (7,867) 14,044 7,178
Loss on impairment of fixed assets.... 8,919 -- 249
Amortization of prepaid in-orbit
satellite insurance................. 11,911 11,025 3,369
Debt restructuring.................... 8,448 -- --
Other................................. 149 -- --
Increase/(decrease) in cash and cash
equivalents resulting from changes in
assets and liabilities:
Marketable securities................. (76,562) (182,315) 189,698
Restricted investments................ (202) (1,788) (3,097)
Prepaid expenses and other current
assets.............................. (25,453) (2,385) (12,518)
Other long-term assets................ (34) 2,339 (5,066)
Accrued interest...................... 28,587 6,907 6,645
Accounts payable and accrued
expenses............................ 12,070 (5,446) 5,693
--------- --------- ---------
Net cash (used in)/provided by
operating activities............. (320,811) (334,754) 111,974
--------- --------- ---------
Cash flows from investing activities:
Additions to property and equipment... (41,625) (78,423) (392,627)
Additions to FCC license.............. -- (286) --
Proceeds from the sale of assets...... -- 13 --
Purchases of restricted investments... -- (450) (1,000)
Maturities of restricted
investments......................... 14,500 29,000 29,000
Purchases of available-for-sale
securities.......................... (273,196) -- --
Sales and maturities of
available-for-sale securities....... 500,000 -- --
--------- --------- ---------
Net cash provided by/(used in)
investing activities............. 199,679 (50,146) (364,627)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt,
net..................................... -- 145,000 --
Proceeds from issuance of common stock,
net..................................... 147,500 229,635 100,301
Proceeds from issuance of preferred stock,
net..................................... -- -- 192,450
Proceeds from exercise of stock options
and warrants............................ 22 610 8,447
Repayment of notes payable................ -- -- (115,957)
Payments associated with
recapitalization........................ (12,707) -- --
Other..................................... (34) (16) --
--------- --------- ---------
Net cash provided by financing
activities....................... 134,781 375,229 185,241
--------- --------- ---------
Net increase/(decrease) in cash and cash
equivalents................................. 13,649 (9,671) (67,412)
Cash and cash equivalents at the beginning of
period...................................... 4,726 14,397 81,809
--------- --------- ---------
Cash and cash equivalents at the end of
period...................................... $ 18,375 $ 4,726 $ 14,397
--------- --------- ---------
--------- --------- ---------
Supplemental disclosure of cash flows from
operating activities:
Cash paid during the period for
interest................................ $ 24,042 $ 47,160 $ 38,405
Common stock issued in satisfaction of
accrued compensation.................... 1,720 2,649 --
Supplemental disclosure of non-cash investing
and financing activities:
Common stock issued in connection with the
conversion of 8 3/4% Convertible
Subordinated Notes due 2009, including
accrued interest........................ $ 39,300 $ 42,678 $ 63,267
Common stock issued in exchange for 15%
Senior Secured Discount Notes due
2007.................................... -- 8,589 --
Common stock issued in exchange for
10 1/2% Series C Convertible Preferred
Stock, including accrued dividends...... -- -- 164,369
Capitalized interest...................... 5,426 19,270 63,728
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

F-7

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

1. BUSINESS

Sirius Satellite Radio Inc. broadcasts digital-quality audio from three
orbiting satellites throughout the continental United States for a monthly
subscription fee of $12.95. We deliver 60 streams of 100% commercial-free music
in virtually every genre, and over 40 streams of news, sports, weather, talk,
comedy, public radio and children's programming.

Since inception, we have used substantial resources to develop our satellite
radio system. Our satellite radio system consists of our FCC license, satellite
system, national broadcast studio, terrestrial repeater network and satellite
telemetry, tracking and control facilities.

We emerged from the development stage in the first quarter of 2002 following
the launch of our service on February 14, 2002 in select markets. We launched
our service nationally on July 1, 2002.

As of December 31, 2002, we had 29,947 subscribers. We consider subscribers
to be those who have agreed to pay for our service and have activated their
SIRIUS radio, including those who are currently in promotional periods, and
active SIRIUS radios under our agreement with Hertz Corporation. Our primary
source of revenue is subscription and activation fees. In addition, we derive
revenues from selling limited advertising on our non-music streams.

2. RECAPITALIZATION

On March 7, 2003, we completed a series of transactions to restructure our
debt and equity capitalization. As part of these transactions:

we exchanged 545,012,162 shares of our common stock for
approximately 91% of our outstanding debt, resulting in the
cancellation of all of our Lehman term loans, all of our
Loral term loans, $251,230 in aggregate principal amount at
maturity of our 15% Senior Secured Discount Notes due 2007,
$169,742 in aggregate principal amount of our 14 1/2% Senior
Secured Notes due 2009, and $14,717 in aggregate principal
amount of our 8 3/4% Convertible Subordinated Notes due
2009;

we exchanged 76,992,865 shares of our common stock and
warrants to purchase 87,577,114 shares of our common stock
for all of our outstanding convertible preferred stock;

we sold 24,060,271 shares of our common stock to affiliates
of Apollo Management, L.P. for an aggregate of $25,000 in
cash;

we sold 24,060,271 shares of our common stock to affiliates
of The Blackstone Group L.P. for an aggregate of $25,000 in
cash; and

we sold 163,609,837 shares of our common stock to affiliates
of OppenheimerFunds, Inc. for an aggregate of $150,000 in
cash.

After giving effect to these transactions, at March 7, 2003, we had $61,202
in aggregate principal amount of outstanding debt, consisting of $29,200 in
aggregate principal amount at maturity of 15% Senior Secured Discount Notes due
2007, $30,258 in aggregate principal amount of 14 1/2% Senior Secured Notes due
2009 and $1,744 in aggregate principal amount of 8 3/4% Convertible Subordinated
Notes due 2009, and approximately 911,479,700 shares of common stock
outstanding. We recognized a non-cash gain of approximately $257,000 during the
first quarter of 2003 as a result of these transactions.

F-8

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

Refer to Notes 8 and 9 for further information regarding these transactions.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Sirius
Satellite Radio Inc. and Satellite CD Radio, Inc., our wholly owned subsidiary.
We emerged from development stage and entered commercial operations on February
14, 2002; as such, we revised our Consolidated Statements of Operations to
reflect our operational status.

REVENUE RECOGNITION

During 2002, we offered a mail-in rebate program to new subscribers. As
required by EITF No. 01-09, 'Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor's Products),' we reported the cost
of this program as a reduction of subscriber revenue, as we paid mail-in rebates
directly to subscribers. As sufficient historical data related to our mail-in
rebate program was not available, we initially accrued 100% of all potential
rebates to new subscribers. We concluded this mail-in rebate program during 2002
and have adjusted the related accrual to reflect the actual amounts paid to
subscribers.

We recognize advertising revenue from the sale of spot announcements to
advertisers as the announcements are broadcast. Agency fees are calculated based
on a stated percentage applied to gross billing revenue for our advertising
inventory and are reported as a reduction of advertising revenue.

SUBSCRIBER ACQUISITION COSTS

Subscriber acquisition costs include incentives for the purchase,
installation and activation of SIRIUS radios, as well as subsidies paid to
manufacturers of SIRIUS radios in order to acquire new subscribers. Certain
subscriber acquisition costs are recorded in advance of acquiring a subscriber.
Subscriber acquisition costs do not include advertising and promotional
activities, loyalty payments to distributors and dealers of SIRIUS radios,
revenue sharing payments to manufacturers of SIRIUS radios and guaranteed
payments to automakers. We retain ownership of the SIRIUS radios installed in
vehicles under our agreement with Hertz Corporation, as a result, amounts
capitalized in connection with this program are not included in our subscriber
acquisition costs.

F-9

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

STOCK OPTIONS

At December 31, 2002, we had three stock-based employee compensation plans,
which are described more fully in Note 10. We have adopted the disclosure
provisions allowed by Statement of Financial Accounting Standards ('SFAS')
No. 148, 'Accounting for Stock-Based Compensation -- Transition and
Disclosure -- An Amendment of FASB Statement No. 123.' In addition, we have
elected to continue using the intrinsic value method to measure the compensation
costs of stock-based awards granted to employees in accordance with Accounting
Principles Board ('APB') Opinion No. 25, 'Accounting for Stock Issued to
Employees'; as a result, we recognize compensation expense for employee stock
options granted at a price less than the market value of our common stock on the
date of grant. The following table illustrates the effect on net loss and net
loss per share had stock-based employee compensation been recorded based on the
fair value method under SFAS No. 123.

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
---- ---- ----
<S> <C> <C> <C>
Net loss applicable to common stockholders -- as reported... $(468,466) $(277,919) $(183,715)
Non-cash stock compensation (benefit)/expense -- as
reported.................................................. (7,867) 14,044 7,178
Stock-based compensation -- pro forma....................... (22,337) (40,666) (43,071)
--------- --------- ---------
Net loss applicable to common stockholders -- pro forma..... $(498,670) $(304,541) $(219,608)
--------- --------- ---------
--------- --------- ---------
Net loss per share applicable to common stockholders (basic
and diluted) -- as reported............................... $ (6.13) $ (5.30) $ (4.72)
Net loss per share applicable to common stockholders (basic
and diluted) -- pro forma................................. $ (6.53) $ (5.81) $ (5.65)
</Table>

<Table>
<Caption>
2002 2001 2000
---- ---- ----
<S> <C> <C> <C>
Risk-free interest rate.................................... 2.48% 4.05% 4.89%
Expected life of options -- years.......................... 4.75 4.48 4.38
Expected stock price volatility............................ 110% 78% 72%
Expected dividend yield.................................... N/A N/A N/A
</Table>

In accordance with APB Opinion No. 25, we use the intrinsic value method to
measure the compensation costs of stock-based awards granted to employees as the
excess of the market value of our common stock on the date of grant over the
amount that must be paid to acquire our common stock. We record these
compensation costs over the vesting period of the stock-based award.

We account for stock-based awards granted to non-employees at fair value in
accordance with SFAS No. 123, 'Accounting for Stock-Based Compensation.'

In accordance with Financial Accounting Standards Board ('FASB')
Interpretation No. 44, 'Accounting for Certain Transactions Involving Stock
Compensation,' we record compensation

F-10

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

charges or benefits related to repriced stock options based on the market value
of our common stock until the repriced stock options are exercised, forfeited or
expire.

COSTS OF RECAPITALIZATION

Costs associated with the restructuring of our debt are expensed as
incurred. Costs associated with the sale of common stock in connection with our
recapitalization are capitalized and will be used in determining the net
proceeds from the transaction.

GAIN ON EARLY EXTINGUISHMENT OF DEBT

We adopted SFAS No. 145 'Rescission of SFAS Nos. 4, 44 and 64, Amendment of
FASB Statement No. 13 and Technical Corrections,' which requires gains and loss
from the extinguishment of debt to be classified as extraordinary only if they
meet the criteria in APB Opinion No. 30, 'Reporting the Results of Operations,
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions.' During 2001, we
recognized an extraordinary gain of $5,313, or $0.10 per share, on the
extinguishment of $16,500 in principal amount at maturity of our 15% Senior
Secured Discount Notes due 2007. Our adoption of SFAS No. 145 required us to
classify the gain on early extinguishment of debt as other income in our
Consolidated Statement of Operations.

NET LOSS PER SHARE

Basic net loss per share is based on the weighted average common shares
outstanding during each reporting period. Diluted net loss per share adjusts the
weighted average for the potential dilution that could occur if common stock
equivalents (convertible preferred stock, convertible debt, warrants and stock
options) were exercised or converted into common stock. Approximately 17,486,000
and 18,872,000 common stock equivalents were outstanding as of December 31, 2002
and 2001, respectively, and were excluded from the calculation of diluted net
loss per share, as they were anti-dilutive.

COMPREHENSIVE INCOME

SFAS No. 130, 'Reporting Comprehensive Income,' established a standard for
reporting and displaying other comprehensive income and its components within
financial statements. The change in unrealized gain on available-for-sale
securities is the only component of other comprehensive income.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include investments purchased with an original
maturity of three months or less. Cash and cash equivalents are stated at fair
market value and consist of cash on hand and money market funds.

MARKETABLE SECURITIES

Marketable securities consist of U.S. government notes and U.S. government
agency obligations. Effective April 1, 2002, we began classifying marketable
securities as available-for-sale securities rather than trading securities
because we no longer intend to actively buy and sell marketable securities with
the objective of generating trading profits. Available-for-sale securities are
carried at fair market value and unrealized gains and losses are included as a
component of stockholders' equity. Prior to April 1, 2002, marketable securities
were classified as trading

F-11

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

securities and unrealized holding gains and losses were recognized in earnings.
Marketable securities held at December 31, 2002 and 2001 mature within one year
from the date of purchase. We had unrealized holding gains on marketable
securities of $913 and $3,387 as of December 31, 2002 and 2001, respectively.

RESTRICTED INVESTMENTS

Restricted investments consist of fixed income securities, which are stated
at amortized cost plus accrued interest. Restricted investments included
long-term certificates of deposit of $7,200 as of December 31, 2002 and
short-term and long-term certificates of deposit totaling $7,789 as of
December 31, 2001. These certificates of deposit are pledged to secure our
reimbursement obligations under letters of credit issued primarily for the
benefit of the lessor of our headquarters. Also included in restricted
investments as of December 31, 2001 were U.S. Treasury Notes of $14,209, the
proceeds from which were used to pay interest on our 14 1/2% Senior Secured
Notes due 2009 on May 15, 2002. These U.S. Treasury Notes were classified as
held-to-maturity securities and unrealized holding gains and losses were not
reflected in earnings. As of December 31, 2001, we had an unrealized holding
gain of $196 related to our held-to-maturity securities and the fair market
value of our held-to-maturity securities was $14,405.

PROPERTY AND EQUIPMENT

All costs incurred to prepare our satellite radio system for use were
capitalized. Such costs consist of satellite and launch vehicle construction,
broadcast studio equipment, terrestrial repeater network, satellite telemetry,
tracking and control facilities and interest. The estimated useful lives of our
property and equipment are as follows:

<Table>

<S> <C>
Leasehold improvements...................................... 15 years
Satellite system............................................ 15 years
Broadcast studio equipment.................................. 3-8 years
Terrestrial repeater network................................ 5-15 years
Satellite telemetry, tracking and control facilities........ 3-15 years
Customer care, billing and conditional access............... 3-7 years
Furniture, fixtures, equipment and other.................... 3-7 years
</Table>

The estimated useful lives of our satellites are fifteen years from the date
that they were placed into orbit. We depreciate our satellite system on a
straight-line basis over the respective remaining useful lives of our satellites
from the date we launched our service in February 2002 or, in the case of our
spare satellite, from the date it was delivered to ground storage in April 2002.
All other property and equipment is depreciated over the estimated useful lives
stated above.

We review our long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset is not recoverable.
At such time as an impairment in value of a long-lived asset is identified,
except for our FCC license discussed below, the impairment will be measured in
accordance with SFAS No. 144, 'Accounting for the Impairment or Disposal of
Long-Lived Assets,' as the amount by which the carrying amount of a long-lived
asset exceeds its fair value. To determine fair value we would employ an
expected present value technique, which utilizes multiple cash flow scenarios
that reflect the range of possible outcomes and an appropriate discount rate.

FCC LICENSE

In June 2001, the FASB issued SFAS No. 142, 'Goodwill and Other Intangible
Assets.' SFAS No. 142 requires, for all fiscal years beginning after December
15, 2001, that goodwill and

F-12

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

intangible assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment at least annually. In accordance with SFAS No.
142, we determined that our FCC license has an indefinite life and will be
evaluated for impairment on an annual basis. We completed an impairment analysis
during the first half of the year ended December 31, 2002, and concluded that
there was no impairment loss related to our FCC license. On November 1, 2002, we
updated our impairment test and determined that there was no impairment. We use
projections of estimated future cash flows and other factors in assessing the
fair value of our FCC license. If these estimates or projections change in the
future, we may be required to record an impairment charge related to our FCC
license. To date, we have not recorded any amortization expense related to our
FCC license, and therefore are not required to include the transitional
disclosures contained in SFAS No. 142.

DEBT ISSUANCE COSTS

Costs associated with the issuance of debt are deferred and amortized to
interest expense over the term of the respective debt.

CLASSIFICATION OF LONG-TERM DEBT AND ACCRUED INTEREST

In accordance with SFAS No. 6, 'Classification of Short-Term Obligations
Expected to be Refinanced,' the current portions of long-term debt and accrued
interest that were exchanged for shares of our common stock on March 7, 2003 as
part of our debt restructuring are classified as long-term liabilities as of
December 31, 2002.

FAIR VALUE OF DEBT AND PREFERRED STOCK

We determined the estimated fair values of our debt and preferred stock
using available market information and commonly accepted valuation methods.
Considerable judgment is necessary to develop estimates of fair value and the
estimates presented are not necessarily indicative of the amounts that could be
realized upon disposition of our debt or preferred stock. The use of alternative
valuation methods and/or estimates may have resulted in estimations which are
materially different from those presented. The estimated fair values were based
on available information as of December 31, 2002 and 2001.

We estimated the fair value of our debt and preferred stock using the
following methods and assumptions: (1) quoted market prices were used to
estimate the fair market values of our 15% Senior Secured Discount Notes due
2007, 14 1/2% Senior Secured Notes due 2009 and 8 3/4% Convertible Subordinated
Notes due 2009; (2) a discounted cash flow analysis was used to estimate the
fair market values of our term loan facilities; and (3) the fair value of our
preferred stock was estimated on an as-converted basis using the market price of
our common stock on December 31, 2002 and 2001.

F-13

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

The following table summarizes the book and fair values of our debt and
preferred stock:

<Table>
<Caption>
DECEMBER 31,
-------------------------------------------------
2002 2001
----------------------- -----------------------
BOOK VALUE FAIR VALUE BOOK VALUE FAIR VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
15% Senior Secured Discount Notes due 2007........ $280,430 $102,357 $242,286 $123,389
14 1/2% Senior Secured Notes due 2009............. 179,382 79,000 176,346 116,000
8 3/4% Convertible Subordinated Notes due 2009.... 16,461 6,749 45,936 26,643
Lehman term loan facility......................... 144,084 113,855 140,422 97,970
Loral term loan facility.......................... 50,000 42,759 50,000 28,329
9.2% Series A Junior Cumulative Convertible
Preferred Stock................................. 193,230 4,059 177,120 67,551
9.2% Series B Junior Cumulative Convertible
Preferred Stock................................. 84,781 1,821 77,338 30,298
9.2% Series D Junior Cumulative Convertible
Preferred Stock................................. 253,142 4,816 230,710 80,147
</Table>

INCOME TAXES

We account for income taxes in accordance with SFAS No. 109, 'Accounting for
Income Taxes.' Deferred income taxes are recognized for the tax consequences
related to temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for tax
purposes at each year-end, based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense is
the sum of income tax payable for the period and the change during the period in
deferred tax assets and liabilities.

PREFERRED STOCK

We record preferred stock on the date of issuance by allocating, when
appropriate, a portion of the proceeds that represents a beneficial conversion
feature to additional paid-in capital. The beneficial conversion feature is
amortized using the effective interest method and is recognized as a deemed
dividend over the shortest period of conversion. The carrying value of the stock
accretes to its liquidation value over the mandatory redemption period,
increasing the periodic net loss applicable to common stockholders.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
expenses during the reported period. Estimates involve judgments with respect
to, among other things, various future factors which are difficult to predict
and are beyond our control. Actual amounts could differ from these estimates.

RECLASSIFICATIONS

Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform to the current presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued SFAS No. 143, 'Accounting for Asset Retirement
Obligations,' which is effective for fiscal years beginning after June 15, 2002,
with early application encouraged.

F-14

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

SFAS No. 143 requires obligations associated with the retirement of long-lived
assets to be recognized at their fair value at the time the obligations are
incurred. The amount of the legal obligation should be capitalized as part of
the related long-lived asset when the cost is recognized and allocated to
expense over the useful life of the asset. We do not believe that our adoption
of SFAS No. 143 will have a material impact on our financial position or results
of operations.

In June 2002, the FASB issued SFAS No. 146, 'Accounting for Costs Associated
with Exit or Disposal Activities,' which requires that a liability associated
with an exit or disposal activity be measured at fair value and recognized when
the liability is incurred. The provisions of this statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. We do not believe that our adoption of SFAS No.
146 will have a material impact on our financial position or results of
operations.

4. SUBSCRIBER REVENUE

Subscriber revenue, which consists of subscription and non-refundable
activation fees, was partially offset by the cost of our mail-in rebate program
during the year ended December 31, 2002. Mail-in rebates that are paid by us
directly to subscribers are recorded as a reduction to subscriber revenue in the
period the subscriber activates our service. Subscriber revenue consists of the
following:

<Table>
<Caption>
FOR THE YEAR ENDED
DECEMBER 31,
------------------------
2002 2001 2000
---- ---- ----
<S> <C> <C> <C>
Subscription revenue........................................ $1,016 $ -- $ --
Activation revenue.......................................... 33 -- --
Subscriber rebates.......................................... (426) -- --
------ ------ ------
Total subscriber revenue................................ $ 623 $ -- $ --
------ ------ ------
------ ------ ------
</Table>

5. NON-CASH STOCK COMPENSATION

We record non-cash stock compensation benefits or expenses in connection
with the grant of certain stock options, the issuance of common stock to
employees and the issuance of common stock to our employee benefit plans. In
accordance with FASB Interpretation No. 44, 'Accounting for Certain Transactions
Involving Stock Compensation,' we recognized a non-cash stock compensation
benefit of $7,867 for the year ended December 31, 2002 and non-cash stock
compensation expense of $14,044 and $7,178 for the years ended December 31, 2001
and 2000, respectively. The non-cash stock compensation benefit for the year
ended December 31, 2002 includes a non-cash compensation benefit of $9,717
related to options that were repriced during 2001. The non-cash stock
compensation expense for the year ended December 31, 2001 includes a non-cash
compensation charge of $9,937 in connection with these repriced stock options.

6. INTEREST COST

We capitalize a portion of the interest on funds borrowed to finance our
construction in process. The following is a summary of our interest cost:

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
2002 2001 2000
---- ---- ----
<S> <C> <C> <C>
Interest cost charged to expense....................... $106,163 $ 89,686 $33,595
Interest cost capitalized.............................. 5,426 19,270 63,728
-------- -------- -------
Total interest cost incurred....................... $111,589 $108,956 $97,323
-------- -------- -------
-------- -------- -------
</Table>

F-15

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

Interest cost charged to expense for the years ended December 31, 2002, 2001
and 2000 included non-cash costs associated with the induced conversion of our
8 3/4% Convertible Subordinated Notes due 2009 of $9,650, $8,259 and $12,432,
respectively.

7. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<Table>
<Caption>
DECEMBER 31,
-----------------------
2002 2001
---- ----
<S> <C> <C>
Satellite system............................................ $ 945,548 $ 801,206
Terrestrial repeater network................................ 64,036 --
Leasehold improvements...................................... 25,348 24,767
Broadcast studio equipment.................................. 23,332 21,356
Customer care, billing and conditional access............... 19,984 15,151
Satellite telemetry, tracking and control facilities........ 16,418 16,269
Furniture, fixtures, equipment and other.................... 25,908 19,061
Construction in process..................................... 5,769 197,207
---------- ----------
Total property and equipment............................ 1,126,343 1,095,017
Accumulated depreciation.................................... (93,469) (12,102)
---------- ----------
Property and equipment, net............................. $1,032,874 $1,082,915
---------- ----------
---------- ----------
</Table>

Construction in process consisted of the following:

<Table>
<Caption>
DECEMBER 31,
-----------------------
2002 2001
---- ----
<S> <C> <C>
Construction of satellites.................................. $ -- $ 128,720
Construction of terrestrial repeater network................ 5,769 68,487
---------- ----------
Construction in process................................. $ 5,769 $ 197,207
---------- ----------
---------- ----------
</Table>

Our satellites were successfully launched on June 30, 2000, September 5,
2000 and November 30, 2000. We received title to our satellites on
July 31, 2000, September 29, 2000 and December 20, 2000, following the
completion of in-orbit testing of each satellite. Our spare satellite was
delivered to ground storage on April 19, 2002. Our three-satellite constellation
and terrestrial repeater network were placed into service on February 14, 2002.

CUSTOMER CARE, BILLING AND CONDITIONAL ACCESS

On January 15, 2003, Sentraliant filed a petition under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the Eastern District
of Virginia. On January 22, 2003, Sentraliant filed a proceeding with the
Bankruptcy Court seeking, among other things, a declaratory judgment that our
agreement with Sentraliant has not terminated and that our subscriber management
system is free of material defects.

F-16

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

agreement is no longer in effect or that the subscriber management system
contains material defects, the agreement will be terminated. Termination of our
agreement with Sentraliant would result in a non-cash charge of approximately
$15,000 related to the net book value of our subscriber management system.

We are prepared to implement a new subscriber management system. Our new
system effectively manages our existing customer data, captures new customer
data and interfaces with our conditional access system, although we have not
completed development and testing of all of the system's functions.

OPTIMIZATION OF TERRESTRIAL REPEATER NETWORK

During the year ended December 31, 2002, we implemented our terrestrial
network optimization plan, which was designed to improve our signal coverage in
urban areas. In connection with this optimization, we recorded a loss of $5,005
related to the disposal of certain terrestrial repeater equipment, which is
included in satellite and transmission costs on our Consolidated Statement of
Operations.

8. LONG-TERM DEBT AND ACCRUED INTEREST

Our long-term debt consists of the following:

<Table>
<Caption>
DECEMBER 31,
-------------------
MATURITY DATE 2002 2001
------------- ---- ----
<S> <C> <C> <C>
15% Senior Secured Discount Notes due 2007......... 12/01/07 $280,430 $242,286
14 1/2% Senior Secured Notes due 2009.............. 5/15/09 179,382 176,346
8 3/4% Convertible Subordinated Notes due 2009..... 9/29/09 16,461 45,936
Lehman term loan facility (current interest rate of
6.80%)........................................... Various 144,084 140,422
Loral term loan facility (interest rate of 10%).... Various 50,000 50,000
-------- --------
Total debt..................................... $670,357 $654,990
Less: current portion...................... -- (15,000)
-------- --------
Total long-term debt........................... $670,357 $639,990
-------- --------
-------- --------
</Table>

Accrued interest associated with our long-term debt is as follows:

<Table>
<Caption>
DECEMBER 31,
-------------------
2002 2001
---- ----
<S> <C> <C>
15% Senior Secured Discount Notes due 2007.................. $ 3,505 $ --
14 1/2% Senior Secured Notes due 2009....................... 18,206 3,706
8 3/4% Convertible Subordinated Notes due 2009.............. 1,088 1,024
Lehman term loan facility................................... 3,170 747
Loral term loan facility.................................... 24,179 17,201
-------- --------
Total accrued interest.................................. $ 50,148 $ 22,678
Less: current portion............................... (3,234) (5,477)
-------- --------
Total long-term accrued interest........................ $ 46,914 $ 17,201
-------- --------
-------- --------
</Table>

DEBT RESTRUCTURING

In connection with our recapitalization we issued 204,319,915, 148,301,817
and 12,436,656 shares of our common stock in exchange for $251,230 in aggregate
principal amount at maturity of

F-17

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

our 15% Senior Secured Discount Notes due 2007, $169,742 in aggregate principal
amount of our 14 1/2% Senior Secured Notes due 2009, and $14,717 in aggregate
principal amount of our 8 3/4% Convertible Subordinated Notes due 2009,
respectively, including in each case accrued interest. In addition, we issued
120,988,793 and 58,964,981 shares of our common stock for the cancellation of
our Lehman term loan facility and Loral term loan facility, including accrued
interest. Long-term debt and accrued interest that were exchanged for shares of
our common stock are classified as long-term liabilities as of December 31,
2002.

After giving effect to the restructuring, at March 7, 2003, we had
approximately $61,202 in aggregate principal amount of outstanding debt,
consisting of $29,200 in aggregate principal amount at maturity of 15% Senior
Secured Discount Notes due 2007, $30,258 in aggregate principal amount of
14 1/2% Senior Secured Notes due 2009 and $1,744 in aggregate principal amount
of 8 3/4% Convertible Subordinated Notes due 2009 outstanding.

15% SENIOR SECURED DISCOUNT NOTES DUE 2007

Our 15% Senior Secured Discount Notes mature on December 1, 2007. Cash
interest is payable semi-annually on each June 1 and December 1, commencing on
June 1, 2003, through December 1, 2007. The obligations under our 15% Senior
Secured Discount Notes due 2007 are secured by a lien on the stock of Satellite
CD Radio, Inc., our subsidiary that holds our FCC license, and our spare
satellite.

During 2001, we issued 948,565 shares of our common stock in exchange for
$16,500 in principal amount at maturity of our 15% Senior Secured Discount Notes
due 2007.

14 1/2% SENIOR SECURED NOTES DUE 2009

Our 14 1/2% Senior Secured Notes mature on May 15, 2009. Cash interest is
payable semi-annually on each May 15 and November 15 through May 15, 2009. The
obligations under our 14 1/2% Senior Secured Notes due 2009 are secured by a
lien on the stock of Satellite CD Radio, Inc., our subsidiary that holds our FCC
license, and our spare satellite.

As of December 31, 2002, we were in default under the indenture governing
our 14 1/2% Senior Secured Notes due 2009 as we elected to not make certain
interest payments during 2002. We cured the interest default under this
indenture through a cash payment on March 12, 2003 in respect of the portion of
our 14 1/2% Senior Secured Notes due 2009 that remained outstanding after our
restructuring.

8 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2009

Our 8 3/4% Convertible Subordinated Notes mature on May 15, 2009. Cash
interest is payable semi-annually on each March 29 and September 29 through
September 29, 2009. The obligations under our 8 3/4% Convertible Subordinated
Notes due 2009 are not secured by any of our assets.

As of December 31, 2002, we were in default under the indenture governing
our 8 3/4% Convertible Subordinated Notes due 2009 as we elected to not make
certain interest payments during 2002. We cured the interest default under this
indenture through a cash payment on

F-18

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

March 17, 2003 in respect of the portion of our 8 3/4% Convertible Subordinated
Notes due 2009 that remained outstanding after our restructuring.

During the years ended December 31, 2002, 2001 and 2000, we issued
2,913,483, 2,283,979 and 2,134,582 shares of our common stock in exchange for
$29,475, $34,900 and $52,914, respectively, in aggregate principal amount of our
8 3/4% Convertible Subordinated Notes due 2009 and in satisfaction of accrued
interest of $1,117, $637 and $222, respectively, related to these notes.

LEHMAN TERM LOAN FACILITY

On March 26, 2002, we entered into an amendment to our Lehman term loan
facility, which adjusted the financial covenants, accelerated the payment
schedule of the term loan and reduced the exercise price of the warrants that
had been issued in connection with the term loan from $29.00 to $15.00 per
share. In connection with this exercise price reduction, we adjusted the book
value of our term loan and future amortization schedule.

As of December 31, 2002, we had not made any principal payments under our
Lehman term loan facility, including the payments originally due on June 30,
2002, September 30, 2002 and December 31, 2002. As of December 31, 2002, our
obligations under our Lehman term loan facility were secured by a lien on the
stock of Satellite CD Radio, Inc., our subsidiary that holds our FCC license,
and our spare satellite.

LORAL TERM LOAN FACILITY

Loral has deferred $50,000 due under our amended and restated satellite
contract. The amount deferred was originally due in quarterly installments
beginning in June 2002. Loral's delay in delivering our spare satellite resulted
in a revision to our payment schedule. As of December 31, 2002, our obligations
under our Loral term loan facility were secured by a security interest in our
terrestrial repeater network.

9. CAPITAL STOCK

COMMON STOCK, PAR VALUE $.001 PER SHARE

In February 2000, we sold 2,290,322 shares of our common stock to
DaimlerChrysler Corporation for net proceeds of approximately $100,000. In
February 2001, we sold 11,500,000 shares of our common stock in a public
offering for net proceeds of approximately $229,300. In January 2002, we sold
16,000,000 shares of our common stock in a public offering for net proceeds of
approximately $147,500.

As of December 31, 2002, approximately 86,000,000 shares of our common stock
were reserved for issuance in connection with outstanding shares of convertible
preferred stock, convertible debt, warrants and incentive stock plans.

On March 4, 2003, our stockholders approved an amendment and restatement of
our certificate of incorporation to increase our authorized shares of common
stock from 500,000,000 to 2,500,000,000. We filed this amended and restated
certificate of incorporation with the Secretary of State of the State of
Delaware on March 4, 2003.

On March 7, 2003, we sold 24,060,271 shares of our common stock to
affiliates of Apollo Management, L.P. for an aggregate of $25,000 in cash;
24,060,271 shares of our common stock to affiliates of The Blackstone Group L.P.
for an aggregate of $25,000 in cash; and 163,609,837 shares of our common stock
to affiliates of OppenheimerFunds, Inc. for an aggregate of $150,000 in cash.

F-19

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

PREFERRED STOCK

As of December 31, 2002 and 2001 there were 1,902,823 and 1,742,512 shares
of our 9.2% Series A Junior Cumulative Convertible Preferred Stock outstanding,
respectively. Each share of our 9.2% Series A Junior Cumulative Convertible
Preferred Stock is convertible into a number of shares of our common stock
calculated by dividing the $100.00 per share liquidation preference by a
conversion price of $30.00 and entitles its holder to vote on all matters voted
on by holders of our common stock on an as-converted basis. From and after
November 15, 2001 and prior to November 15, 2003, we may redeem our 9.2%
Series A Junior Cumulative Convertible Preferred Stock at a price of $100.00 per
share, plus any unpaid dividends, provided the price of our common stock is at
least $60.00 per share for a period of twenty consecutive trading days. From and
after November 15, 2003, our right to redeem our 9.2% Series A Junior Cumulative
Convertible Preferred Stock is not restricted by the market price of our common
stock. We are required to redeem all outstanding shares of our 9.2% Series A
Junior Cumulative Convertible Preferred Stock at a price equal to the $100.00
per share plus any unpaid dividends on November 15, 2011. On November 15, 2002,
2001 and 2000, we issued 160,111, 146,805 and 134,437 shares of our 9.2%
Seriess A Junior Cumulative Convertible Preferred Stock, respectively, as
payment of accrued dividends. At December 31, 2002, accrued dividends payable on
our 9.2% Series A Junior Cumulative Convertible Preferred Stock was $2,206.

As of December 31, 2002 and 2001 there were 853,450 and 781,548 shares of
our 9.2% Series B Junior Cumulative Convertible Preferred Stock outstanding,
respectively. The terms of our 9.2% Series B Junior Cumulative Convertible
Preferred Stock are similar to those of our 9.2% Series A Junior Cumulative
Convertible Preferred Stock. On November 15, 2002, 2001 and 2000, we issued
71,902, 65,845 and 60,297 shares of our 9.2% Series B Junior Cumulative
Convertible Preferred Stock, respectively, in satisfaction of accrued dividends.
At December 31, 2002, accrued dividends payable on our 9.2% Series B Junior
Cumulative Convertible Preferred Stock was $990.

As of December 31, 2002 and 2001 there were 2,558,655 and 2,343,091 shares
of our 9.2% Series D Junior Cumulative Convertible Preferred Stock outstanding,
respectively. Each share of our 9.2% Series D Junior Cumulative Convertible
Preferred Stock is convertible into a number of shares of our common stock
calculated by dividing the $100.00 per share liquidation preference by a
conversion price of $34.00 and entitles its holder to vote on all matters voted
on by holders of our common stock on an as-converted basis. From and after
December 23, 2002 and prior to December 23, 2004, we may redeem our 9.2%
Series D Junior Cumulative Convertible Preferred Stock at a price of $100.00 per
share, plus any unpaid dividends, provided the price of our common stock is at
least $68.00 per share for a period of twenty consecutive trading days. From and
after December 23, 2004, our right to redeem our 9.2% Series D Junior Cumulative
Convertible Preferred Stock is not restricted by the market price of our common
stock. We are required to redeem all outstanding shares of our 9.2% Series D
Junior Cumulative Convertible Preferred Stock at a price equal to the $100.00
per share plus any unpaid dividends on November 15, 2011. On November 15, 2002,
2001 and 2000, we issued 215,564, 197,403 and 145,688 shares of our 9.2%
Series D Junior Cumulative Convertible Preferred Stock, respectively, in
satisfaction of accrued dividends. At December 31, 2002, accrued dividends
payable on our 9.2% Series D Junior Cumulative Convertible Preferred Stock was
$2,967.

On March 7, 2003, we issued 39,927,796 shares of our common stock in
exchange for all of the outstanding shares of our 9.2% Series A Junior
Cumulative Convertible Preferred Stock and 9.2% Series B Junior Cumulative
Convertible Preferred Stock, and 37,065,069 shares of our common stock in
exchange for all of the outstanding shares of our 9.2% Series D Junior
Cumulative Convertible Preferred Stock, including in each case accrued
dividends. In addition, we issued warrants to purchase 87,577,114 shares of our
common stock in connection with the exchange of our preferred stock. Refer to
Note 2 for further discussion regarding our recapitalization.

F-20

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

WARRANTS

We granted to an investor warrants to purchase 1,800,000 shares of our
common stock at $50.00 per share during the period from June 15, 1998 until
June 15, 2005, subject to certain conditions. After June 15, 2000, we may redeem
all of these warrants, provided that the price of our common stock is at least
$75.00 per share during a specified period. As of December 31, 2002, all of
these warrants were outstanding.

In connection with the issuance of our 14 1/2% Senior Secured Notes due 2009
in May 1999, we issued 600,000 warrants, each to purchase 3.65 shares of our
common stock at an exercise price of $28.60 per share. As required by the terms
of these warrants, we may adjust the number of shares for which each warrant may
be exercised and the exercise price per share for issuances of convertible debt,
convertible preferred stock, common stock and warrants. As of December 31, 2002,
the warrants may be exercised to purchase 4.189 shares of our common stock at an
exercise price of $24.92 per share. As of December 31, 2002, 578,990 of these
warrants were outstanding and remained outstanding following our restructuring.

As part of our agreement with DaimlerChrysler, on January 28, 2000, we
issued DaimlerChrysler a warrant to purchase 4,000,000 shares of our common
stock at an exercise price of $60.00 per share. On October 25, 2002, we
cancelled the warrant previously issued to DaimlerChrysler and issued a new
warrant which entitles DaimlerChrysler to purchase up to 4,000,000 shares of our
common stock at a purchase price of $3.00 per share. This warrant is exercisable
based upon the number of new vehicles equipped to receive our broadcasts
DaimlerChrysler manufactures, and is fully exercisable after 4,000,000 new
DaimlerChrysler vehicles equipped to receive our broadcasts are manufactured.
There was no accounting impact associated with the cancellation of the original
warrant and subsequent issuance of the new warrant as DaimlerChrysler had not
begun to perform under the original agreement.

As part of our agreement with Ford Motor Company, on June 11, 1999, we
issued Ford a warrant to purchase 4,000,000 shares of our common stock at an
exercise price of $30.00 per share. On October 7, 2002, we cancelled the warrant
previously issued to Ford and issued a new warrant which entitles Ford to
purchase up to 4,000,000 shares of our common stock at a purchase price of $3.00
per share. The new warrant is exercisable based upon certain corporate events
and the number of new vehicles equipped to receive our broadcasts Ford
manufactures, and is fully exercisable after 1,500,000 new Ford vehicles
equipped to receive our broadcasts are manufactured. There was no accounting
impact associated with the cancellation of the original warrant and subsequent
issuance of the new warrant as Ford had not begun to perform under the original
agreement.

In connection with the Lehman term loan facility, we granted Lehman
Commercial Paper Inc. 2,100,000 warrants, each to purchase one share of our
common stock, at an exercise price of $29.00 per share. On March 26, 2002, we
entered into an amendment to our term loan agreement with Lehman that reduced
the exercise price of these warrants from $29.00 to $15.00 per share. These
warrants remained outstanding following our restructuring.

In connection with the exchange of our preferred stock in our
recapitalization, we issued warrants to purchase 35,030,846 shares of our common
stock at an exercise price of $0.92 per share and warrants to purchase
52,546,268 shares of our common stock at an exercise price of $1.04 per share.

10. EMPLOYEE BENEFIT PLANS

STOCK OPTION PLANS

In February 1994, we adopted our 1994 Stock Option Plan (the '1994 Plan')
and our 1994 Directors' Nonqualified Stock Option Plan (the 'Directors' Plan').
In June 1999, we adopted our 1999 Long-Term Stock Incentive Plan (the '1999
Plan'). Generally, options granted under the

F-21

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

plans vest over a three or four-year period and are exercisable for ten years
from the date of grant. As of December 31, 2002, the aggregate number of shares
of common stock available for issuance pursuant to our stock option plans was
approximately 18,989,000 and the options available for grant pursuant to our
stock option plans was approximately 4,171,000.

The following table summarizes the option activity under all stock option
plans:

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
2002 2001 2000
---------------------- ---------------------- --------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
OPTION EXERCISE OPTION EXERCISE OPTION EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of
year........................ 11,116,964 $13.58 7,509,975 $29.12 6,497,773 $24.56
Granted....................... 3,239,850 $ 5.78 4,233,200 $ 9.23 2,125,178 $38.41
Exercised..................... (3,000) $ 7.50 (185,221) $ 3.30 (615,576) $12.55
Cancelled..................... (1,012,475) $ 7.34 (440,990) $17.35 (497,400) $30.06
Cancelled under repricing..... -- $-- (3,981,979) $32.24 -- $--
Granted under repricing....... -- $-- 3,981,979 $ 7.50 -- $--
----------- ----------- ---------
Outstanding at end of year.... 13,341,339 $12.16 11,116,964 $13.58 7,509,975 $29.12
----------- ----------- ---------
----------- ----------- ---------
</Table>

Exercise prices for stock options outstanding as of December 31, 2002 ranged
from $0.68 to $57.00. The following table provides certain information with
respect to stock options outstanding and exercisable at December 31, 2002:

<Table>
<Caption>
RANGE OF EXERCISE WEIGHTED AVERAGE WEIGHTED AVERAGE REMAINING
PRICE PER SHARE SHARES UNDER OPTION EXERCISE PRICE PER SHARE CONTRACTUAL LIFE IN YEARS
- --------------- ------------------- ------------------------ -------------------------
<S> <C> <C> <C>
OUTSTANDING:
Under $5.00.................. 1,498,550 $ 3.59 8.9
$5.00-$14.99................. 9,218,789 $ 8.03 7.2
$15.00-$24.99................ -- $ -- --
$25.00-$34.99................ 2,526,000 $31.01 5.3
$35.00-$44.99................ 42,000 $37.88 7.4
Over $45.00.................. 56,000 $51.90 7.5
EXERCISABLE:
Under $5.00.................. 260,550 $ 3.87
$5.00-$14.99................. 6,821,832 $ 8.15
$15.00-$24.99................ -- $ --
$25.00-$34.99................ 2,518,200 $31.02
$35.00-$44.99................ 33,500 $37.37
Over $45.00.................. 41,500 $51.90
</Table>

401(K) SAVINGS PLAN

We sponsor the Sirius Satellite Radio 401(k) Savings Plan for eligible
employees. Effective December 1, 2001, CIGNA Retirement & Investment Services
was appointed the trustee, recordkeeper and investment manager for this plan.
Our 401(k) plan allows eligible employees to voluntarily contribute from 1% to
16% of their pre-tax salary subject to certain defined limits. We may match up
to 75% of the voluntary employee contribution in the form of our common stock.
Our matching contribution vests at a rate of 33 1/3% for each year of employment
and is fully vested after three years. Contribution expense resulting from our
matching contribution to our 401(k) plan was $1,231, $1,224 and $864 for the
years ended December 31, 2002, 2001 and 2000, respectively.

F-22

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

11. INCOME TAXES

Taxes on income included in our Consolidated Statements of Operations
consists of the following:

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
---- ---- ----
<S> <C> <C> <C>
Current taxes:
Federal................................................. $ -- $ -- $ --
State................................................... -- -- --
--------- --------- ---------
Total current taxes................................. $ -- $ -- $ --
--------- --------- ---------
--------- --------- ---------
Deferred taxes:
Federal................................................. $ -- $ -- $ --
State................................................... -- -- --
--------- --------- ---------
Total deferred taxes................................ $ -- $ -- $ --
--------- --------- ---------
--------- --------- ---------
</Table>

The reconciliation of net loss, as reported, to taxes on income is as
follows:

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
---- ---- ----
<S> <C> <C> <C>
Net loss, as reported....................................... $(422,481) $(235,763) $(134,744)
--------- --------- ---------
--------- --------- ---------
Federal tax benefit at statutory rate....................... 147,868 82,517 47,161
State income taxes, net of federal benefit.................. 21,747 13,439 7,680
Increase in taxes resulting from permanent differences,
net....................................................... (3,508) (9,797) (932)
Other....................................................... (2,571) -- --
Change in valuation allowance............................... (163,536) (86,159) (53,909)
--------- --------- ---------
Taxes on income..................................... $ -- $ -- $ --
--------- --------- ---------
--------- --------- ---------
</Table>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below:

<Table>
<Caption>
DECEMBER 31,
---------------------
2002 2001
---- ----
<S> <C> <C>
Deferred tax assets:
Start-up costs capitalized for tax purposes....... $ 95,547 $ 112,571
Net operating loss carryforwards.................. 277,761 49,873
Capitalized interest expense...................... 28,389 25,812
Other............................................. 2,221 2,375
--------- ---------
Gross deferred tax asset...................... 403,918 190,631
Deferred tax liabilities:
Depreciation...................................... (51,086) --
Other............................................. (2,281) (3,616)
--------- ---------
Gross deferred tax liability.................. (53,367) (3,616)
Net deferred tax assets............................... 350,551 187,015
Valuation allowance................................... (352,788) (189,252)
--------- ---------
Deferred tax liability, net of valuation
allowances.................................. $ (2,237) $ (2,237)
--------- ---------
--------- ---------
</Table>

A significant portion of costs incurred to date has been capitalized for tax
purposes as a result of our status as a start-up enterprise. Total unamortized
start-up costs as of December 31, 2002 were $237,990. These capitalized costs
are being amortized over 60 months. The total deferred tax assets include
approximately $8,096, which, if realized, would not affect financial statement
income but will be recorded directly to stockholders' equity.

At December 31, 2002, we had net operating loss ('NOL') carryforwards of
approximately $691,857 for federal and state income tax purposes available to
offset future taxable income. The NOL carryforwards expire on various dates
beginning in 2008. We have had several ownership

F-23

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

changes under Section 382 of the Internal Revenue Code, the last of which
occurred in early 2002, which may limit our ability to utilize tax deductions
attributable to periods prior to that time. Furthermore, future changes in our
ownership, including those arising from our recapitalization, may limit our
ability to utilize our deferred tax assets. Realization of deferred tax assets
is dependent upon future earnings; accordingly, a full valuation allowance was
recorded against the assets.

12. RELATED PARTIES

During the years ended December 31, 2001 and 2000 we made payments of $200
and $67, respectively, to a financial advisory firm, of which a related party
was a partner. We made no payments to this related party during the year ended
December 31, 2002.

13. LEASES OBLIGATIONS

Total rent expense for the years ended December 31, 2002, 2001 and 2000 was
$12,792, $10,972 and $6,515, respectively. Future minimum lease payments under
non-cancelable operating leases as of December 31, 2002 are payable as follows:

<Table>
<S> <C>
2003....................................................... $ 7,548
2004....................................................... 7,628
2005....................................................... 6,860
2006....................................................... 6,069
2007....................................................... 6,032
Thereafter................................................. 35,903
-------
Total.................................................. $70,040
-------
-------
</Table>

14. COMMITMENTS AND CONTINGENCIES

The following table summarizes our contractual commitments as of December
31, 2002:

<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------
2003 2004 2005 2006 2007 THEREAFTER TOTAL
------- ------- ------- ------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Chip set development and
production............... $29,568 $14,400 $ -- $ -- $ -- $ -- $ 43,968
Satellite and
transmission............. 2,291 2,291 2,291 2,291 2,291 18,328 29,783
Programming and content.... 6,927 24,412 32,668 19,757 25 -- 83,789
Sales and marketing........ 44,536 16,818 10,129 6,000 4,500 -- 81,983
Customer service and
billing.................. 5,448 5,148 5,148 3,987 3,600 3,900 27,231
------- ------- ------- ------- ------- ------- --------
Contractual
commitments.......... $88,770 $63,069 $50,236 $32,035 $10,416 $22,228 $266,754
------- ------- ------- ------- ------- ------- --------
------- ------- ------- ------- ------- ------- --------
</Table>

CHIP SET DEVELOPMENT AND PRODUCTION

We have entered into an agreement with Agere to develop and produce chip
sets for use in SIRIUS radios. This agreement requires Agere to develop future
generation chip sets and to produce a minimum quantity of chip sets during each
year of the agreement.

SATELLITE AND TRANSMISSION

F-24

<Page>

SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)

PROGRAMMING AND CONTENT

SALES AND MARKETING

We have entered into various marketing and sponsorship agreements to promote
our brand and are obligated to make payments to sponsors, retailers, automakers
and radio manufacturers.

CUSTOMER SERVICE AND BILLING

We have entered into agreements with third parties to provide customer
service, billing service and subscriber management. We are required to pay
minimum monthly fees for the services provided under these agreements. We are
currently involved in litigation with the provider of our billing services and
subscriber management, which is described more fully in Note 7, under which we
are seeking relief from our contractual commitments.

OTHER COMMITMENTS

15. QUARTERLY FINANCIAL DATA (UNAUDITED)

Our quarterly results of operations are summarized below:

<Table>
<Caption>
FOR THE THREE MONTHS ENDED,
--------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ -----------
<S> <C> <C> <C> <C>
2002:
Revenue................................... $ 33 $ 70 $ 17 $ 685
Operating expenses........................ (50,751) (89,961) (81,739) (91,481)
Net loss applicable to common
stockholders............................ (90,124) (124,603) (119,675) (134,064)
Net loss per share applicable to common
stockholders............................ $ (1.22) $ (1.62) $ (1.56) $ (1.74)
2001:
Revenue................................... $ -- $ -- $ -- $ --
Operating expenses........................ (39,316) (46,652) (30,650) (51,838)
Net loss applicable to common
stockholders............................ (64,423) (72,461) (57,406) (83,629)
Net loss per share applicable to common
stockholders............................ $ (1.34) $ (1.35) $ (1.06) $ (1.52)
</Table>

The sum of the quarterly net loss per share applicable to common
stockholders does not necessarily agree to the net loss per share for the year
due to the timing of our common stock issuances.

F-25

<Page>

EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
3.1 -- Amended and Restated Certificate of Incorporation dated
March 4, 2003 (filed herewith).
3.2 -- Amended and Restated By-Laws (incorporated by reference
to Exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2001).
3.3 -- Form of Certificate of Designations of Series B Preferred
Stock (incorporated by reference to Exhibit A to Exhibit 1
to the Company's Registration Statement on Form 8-A filed
on October 30, 1997 (the 'Form 8-A')).
4.1 -- Form of certificate for shares of Common Stock
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-1 (File No. 33-74782)
(the 'S-1 Registration Statement')).
4.2.1 -- Rights Agreement, dated as of October 22, 1997 (the
'Rights Agreement'), between the Company and Continental
Stock Transfer & Trust Company, as rights agent
(incorporated by reference to Exhibit 1 to the Form 8-A).
4.2.2 -- Form of Right Certificate (incorporated by reference to
Exhibit B to Exhibit 1 to the Form 8-A).
4.2.3 -- Amendment to the Rights Agreement dated as of October 13,
1998 (incorporated by reference to Exhibit 99.2 to the
Company's Current Report on Form 8-K dated October 13,
1998).
4.2.4 -- Amendment to the Rights Agreement dated as of November
13, 1998 (incorporated by reference to Exhibit 99.7 to the
Company's Current Report on Form 8-K dated November 17,
1998).
4.2.5 -- Amended and Restated Amendment to the Rights Agreement
dated as of December 22, 1998 (incorporated by reference
to Exhibit 6 to Amendment No. 1 to the Form 8-A filed on
January 6, 1999).
4.2.6 -- Amendment to the Rights Agreement dated as of June 11,
1999 (incorporated by reference to Exhibit 4.1.8 to the
Company's Registration Statement on Form S-4 (File No.
333-82303) (the '1999 Units Registration Statement')).
4.2.7 -- Amendment to the Rights Agreement dated as of September
29, 1999 (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on October 13,
1999).
4.2.8 -- Amendment to the Rights Agreement dated as of December
23, 1999 (incorporated by reference to Exhibit 99.4 to the
Company's Current Report on Form 8-K filed on December 29,
1999).
4.2.9 -- Amendment to the Rights Agreement dated as of January 28,
2000 (incorporated by reference to Exhibit 4.6.9 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1999 (the '1999 Form 10-K')).
4.2.10 -- Amendment to the Rights Agreement dated as of August 7,
2000 (incorporated by reference to Exhibit 4.6.10 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000).
4.2.11 -- Amendment to the Rights Agreement dated as of January 8,
2002 (incorporated by reference to Exhibit 4.6.11 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 2001 (the '2001 Form 10-K')).
4.2.12 -- Amendment to the Rights Agreement dated as of October 22,
2002 (incorporated by reference to Exhibit 99.1 to the
Company's Current Report on Form 8-K filed on October 24,
2002).
4.2.13 -- Amendment to Rights Agreement dated as of March 6, 2003
(filed herewith).
4.3 -- Indenture, dated as of November 26, 1997, between the
Company and IBJ Schroder Bank & Trust Company, as trustee,
relating to the Company's 15% Senior Secured Discount
Notes due 2007 (incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-3 (File
No. 333-34769) (the '1997 Units Registration Statement')).
4.4 -- Supplemental Indenture, dated as of March 7, 2003,
between the Company and The Bank of New York (as successor
to IBJ Schroder Bank & Trust Company), as trustee,
relating to the Company's 15% Senior Secured Discount
Notes due 2007 (filed herewith).
4.5 -- Form of 15% Senior Secured Discount Note due 2007
(incorporated by reference to Exhibit 4.2 to the 1997
Units Registration Statement).
4.6 -- Warrant Agreement, dated as of November 26, 1997, between
the Company and IBJ Schroder Bank & Trust Company, as
warrant agent (incorporated by reference to Exhibit 4.3 to
the 1997 Units Registration Statement).
</Table>

E-1

<Page>

<Table>
<Caption>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
4.7 -- Form of Warrant (incorporated by reference to Exhibit 4.4
to the 1997 Units Registration Statement).
4.8 -- Form of Common Stock Purchase Warrant granted by the
Company to Everest Capital Master Fund, L.P. and to The
Ravich Revocable Trust of 1989 (incorporated by reference
to Exhibit 4.11 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997).
4.9 -- Indenture, dated as of May 15, 1999, between the Company
and United States Trust Company of New York, as trustee,
relating to the Company's 14 1/2% Senior Secured Notes due
2009 (incorporated by reference to Exhibit 4.4.2 to the
1999 Units Registration Statement).
4.10 -- Supplemental Indenture, dated as of March 7, 2003,
between the Company and The Bank of New York (as successor
to United States Trust Company of New York), as trustee,
relating to the Company's 14 1/2% Senior Secured Notes due
2009 (filed herewith).
4.11 -- Form of 14 1/2% Senior Secured Note due 2009
(incorporated by reference to Exhibit 4.4.3 to the 1999
Units Registration Statement).
4.12 -- Warrant Agreement, dated as of May 15, 1999, between the
Company and United States Trust Company of New York, as
warrant agent (incorporated by reference to Exhibit 4.4.4
to the 1999 Units Registration Statement).
4.13 -- Common Stock Purchase Warrant granted by the Company to
Ford Motor Company, dated October 7, 2002 (incorporated by
reference to Exhibit 4.16 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
2002).
4.14 -- Indenture, dated as of September 29, 1999, between the
Company and United States Trust Company of Texas, N.A., as
trustee, relating to the Company's 8 3/4% Convertible
Subordinated Notes due 2009 (incorporated by reference to
Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on October 13, 1999).
4.15 -- First Supplemental Indenture, dated as of September 29,
1999, between the Company and United States Trust Company
of Texas, N.A., as trustee, relating to the Company's
8 3/4% Convertible Subordinated Notes due 2009
(incorporated by reference to Exhibit 4.01 to the
Company's Current Report on Form 8-K filed on October 1,
1999).
4.16 -- Second Supplemental Indenture, dated as of March 4, 2003,
among the Company, The Bank of New York (as successor to
United States Trust Company of Texas, N.A.), as resigning
trustee, and HSBC Bank USA, as successor trustee, relating
to the Company's 8 3/4% Convertible Subordinated Notes due
2009 (filed herewith).
4.17 -- Third Supplemental Indenture, dated as of March 7, 2003,
between the Company and HSBC Bank USA, as trustee,
relating to the Company's 8 3/4% Convertible Subordinated
Notes due 2009 (filed herewith).
4.18 -- Form of 8 3/4% Convertible Subordinated Note due 2009
(incorporated by reference to Article VII of Exhibit 4.01
to the Company's Current Report on Form 8-K filed on
October 1, 1999).
4.19 -- Common Stock Purchase Warrant granted by the Company to
DaimlerChrysler Corporation dated October 25, 2002
(incorporated by reference to Exhibit 4.20 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002).
4.20 -- Form of Series A Common Stock Purchase Warrant dated
March 7, 2003 (filed herewith).
4.21 -- Form of Series B Common Stock Purchase Warrant dated
March 7, 2003 (filed herewith).
4.22 -- Amended and Restated Warrant Agreement, dated as of
December 27, 2000, between the Company and United States
Trust Company of New York, as warrant agent and escrow
agent (incorporated by reference to Exhibit 4.27 to the
Company's Registration Statement on Form S-3 (File No.
333-65602)).
4.23 -- Second Amended and Restated Pledge Agreement, dated as of
March 7, 2001, among the Company, as pledgor, The Bank of
New York, as trustee and collateral agent, United States
Trust Company of New York, as trustee, and Lehman
Commercial Paper Inc., as administrative agent
(incorporated by reference to Exhibit 4.25 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001).
4.24 -- Collateral Agreement, dated as of March 7, 2001, between
the Company, as borrower, and The Bank of New York, as
collateral agent (incorporated by reference to
Exhibit 4.26 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2001).
</Table>

E-2

<Page>

<Table>
<Caption>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
4.25 -- Amended and Restated Intercreditor Agreement, dated as of
March 7, 2001, by and between The Bank of New York, as
trustee and collateral agent, United States Trust Company
of New York, as trustee, and Lehman Commercial Paper Inc.,
as administrative agent (incorporated by reference to
Exhibit 4.27 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2001).
10.1.1 -- Lease Agreement, dated as of March 31, 1998, between
Rock-McGraw, Inc. and the Company (incorporated by
reference to Exhibit 10.1.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998).
10.1.2 -- Supplemental Indenture, dated as of March 22, 2000,
between Rock-McGraw, Inc. and the Company (incorporated by
reference to Exhibit 10.1.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000).
10.1.3 -- Supplemental Indenture, dated as of November 30, 2001,
between Rock-McGraw, Inc. and the Company (incorporated by
reference to Exhibit 10.1.3 to the 2001 Form 10-K).
*10.2 -- Employment Agreement, dated as of February 28, 2003,
between the Company and Patrick L. Donnelly (filed
herewith).
*10.3 -- Employment Agreement, dated as of August 29, 2001,
between the Company and Michael S. Ledford (incorporated
by reference to Exhibit 10.6 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
2001).
*10.4 -- Employment Agreement, dated as of November 26, 2002,
between the Company and Joseph P. Clayton (incorporated by
reference to Exhibit 10.6 to the 2001 Form 10-K).
*10.5 -- Employment Agreement, dated as of January 7, 2002,
between the Company and Guy D. Johnson (incorporated by
reference to Exhibit 10.7 to the 2001 Form 10-K).
*10.6 -- Employment Agreement, dated as of May 3, 2002, between
the Company and Mary Patricia Ryan (incorporated by
reference to Exhibit 10.8 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002).
*10.7 -- Agreement, dated as of October 16, 2001, between the
Company and David Margolese (incorporated by reference to
Exhibit 10.7 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001).
*10.8 -- 1994 Stock Option Plan (incorporated by reference to
Exhibit 10.21 to the S-1 Registration Statement).
*10.9 -- Amended and Restated 1994 Directors' Nonqualified Stock
Option Plan (incorporated by reference to Exhibit 10.22 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1995).
*10.10 -- CD Radio Inc. 401(k) Savings Plan (incorporated by
reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-8 (File No. 333-65473)).
*10.11 -- Sirius Satellite Radio 1999 Long-Term Stock Incentive
Plan (incorporated by reference to Exhibit 4.4 of the
Company's Registration Statement on Form S-8 (File No.
333-31362)).
*10.12 -- Sirius Satellite Radio 2003 Long-Term Stock Incentive
Plan (filed herewith).
10.13 -- Form of Option Agreement, dated as of December 29, 1997,
between the Company and each Optionee (incorporated by
reference to Exhibit 10.16.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998).
'D'10.14 -- Joint Development Agreement, dated as of February 16,
2000, between the Company and XM Satellite Radio Inc.
(incorporated by reference to Exhibit 10.28 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000).
21.1 -- List of Subsidiaries (filed herewith).
23.1 -- Consent of Ernst & Young LLP (filed herewith).
23.2 -- Notice Regarding Consent of Arthur Andersen LLP (filed
herewith).
99.1 -- Certificate of Joseph P. Clayton, President and Chief
Executive Officer, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (filed herewith).
99.2 -- Certificate of John J. Scelfo, Executive Vice President
and Chief Financial Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
</Table>

- ---------

* This document has been identified as a management contract or compensatory
plan or arrangement.

'D' Portions of this exhibit has been omitted pursuant to an application for
confidential treatment filed by the Company with the Securities and Exchange
Commission.

E-3
STATEMENT OF DIFFERENCES

The dagger symbol shall be expressed as............................... 'D'

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>ex3-1.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>

<PAGE>

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SIRIUS SATELLITE RADIO INC.

Sirius Satellite Radio Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies that:

1. The name of the Corporation is Sirius Satellite Radio Inc. The name
under which the Corporation was originally incorporated is Satellite CD Radio,
Inc. The original Certificate of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on May 17, 1990;

2. The Board of Directors of the Corporation (the "Board of Directors")
has duly adopted this amendment and restatement of the Certificate of
Incorporation in accordance with the provisions of Sections 242 and 245 of the
Delaware General Corporation Law; and

3. The Certificate of Incorporation of the Corporation is hereby
amended and restated to read in its entirety as follows:

FIRST: The name of the corporation is Sirius Satellite Radio Inc. (the
"Corporation").

SECOND: The registered office and registered agent of the Corporation
is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801.

THIRD: The purposes of the Corporation are to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

FOURTH: (1) The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 2,550,000,000 shares,
consisting of (1) 50,000,000 shares of preferred stock, par value $0.001 per
share ("Preferred Stock"), and (2) 2,500,000,000 shares of common stock, par
value $0.001 per share ("Common Stock").

(2) The Board of Directors is hereby expressly authorized to provide,
out of the unissued shares of Preferred Stock, for series of Preferred Stock
and, with respect to each such series, to fix the number of shares constituting
such series and the designation of such series, the voting powers (if any) of
the shares of such series, and the preferences and relative, participating,
optional or other special rights, if any, and any qualifications, limitations or
restrictions thereof, of the shares of such series, by resolution or resolutions
adopted by the Board of Directors providing for the issue of such series (a
"Preferred Stock Designation"). The powers, preferences and relative,
participating, optional and other special rights of each series of Preferred
Stock, and the qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time outstanding. The
number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then

<PAGE>

outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, without a separate vote of the holders of the Preferred Stock, or
any series thereof, unless a vote of any such holders is required pursuant to
any Preferred Stock Designation.

(3) Each holder of Common Stock, as such, shall be entitled to one vote
for each share of Common Stock held of record by such holder on all matters on
which stockholders generally are entitled to vote. Except as otherwise required
by law or as otherwise provided in any Preferred Stock Designation, the holders
of the Common Stock shall exclusively possess all voting power.

FIFTH: The right to cumulate votes in the election of directors shall
not exist with respect to shares of stock of the Corporation.

SIXTH: No preemptive rights shall exist with respect to shares of stock
or securities convertible into shares of stock of the Corporation.

SEVENTH: The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. The directors need not be
elected by ballot unless required by the bylaws of the Corporation.

EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the bylaws of the Corporation.

NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to such
reservation.

TENTH: The Corporation is to have perpetual existence.

ELEVENTH: (1) A director of the Corporation shall not be held
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is amended after the effective date of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

(2) The Corporation shall indemnify, in the manner and to the full
extent permitted by law, any person (or the estate of any person) who was or is
a party to, or is threatened to be made a party to, any threatened, pending or
complete action, suit or proceeding,

<PAGE>

whether or not by or in the right of the Corporation, and whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
such person is or was a director, officer or employee of the Corporation, or is
or was serving at the request of the Corporation as a director, officer or
employee of another corporation, limited liability company, partnership, joint
venture, trust or other enterprise. The Corporation may, to the full extent
permitted by law, purchase and maintain insurance on behalf of any such person
against any liability which may be asserted against him or her. To the full
extent permitted by law, the indemnification provided herein shall include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, and, in the manner provided by law, any such expenses may be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding. The indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other person for any such expenses to
the full extent permitted by law, nor shall it be deemed exclusive of any other
rights to which any person seeking indemnification from the Corporation may be
entitled under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

Any repeal or modification of the foregoing paragraphs by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director, officer or employee of the Corporation existing at the
time of such repeal or modification.

Sirius Satellite Radio Inc. does hereby further certify that this
Amended and Restated Certificate of Incorporation was duly adopted by the Board
of Directors and by the stockholders in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.

<PAGE>

IN WITNESS WHEREOF, Sirius Satellite Radio Inc. has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
Joseph P. Clayton, its President and Chief Executive Officer, this 4th day of
March, 2003.

SIRIUS SATELLITE RADIO INC.

By: /s/ Joseph P. Clayton
--------------------------------
Joseph P. Clayton
President and Chief Executive Officer

ATTEST:
/s/ Patrick L. Donnelly
- -----------------------------
Patrick L. Donnelly
Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex4-213.txt
<DESCRIPTION>EXHIBIT 4.2.13
<TEXT>

<PAGE>

Exhibit 4.2.13

AMENDMENT TO RIGHTS AGREEMENT

AMENDMENT, dated as of March 6, 2003 (this "Amendment"), by and between
SIRIUS SATELLITE RADIO INC., a Delaware corporation (the "Company"), and THE
BANK OF NEW YORK, as rights agent (the "Rights Agent").

RECITALS

WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of October 22, 1997 (as heretofore amended, the "Rights
Agreement");

WHEREAS, the Company proposes to issue up to 885,393,009 shares of its
common stock, par value $.001 per share ("Common Stock"), and warrants to
purchase up to 87,577,114 shares of Common Stock in a series of transactions
(the "Restructuring Transactions") pursuant to which the Company will: (i)
exchange all or substantially all of its debt securities for up to 596,669,765
shares of Common Stock; (ii) exchange all of its outstanding preferred stock for
an aggregate of 76,992,865 shares of Common Stock and warrants to purchase an
aggregate of 87,577,114 shares of Common Stock; and (iii) sell an aggregate of
211,730,379 shares of Common Stock for a total purchase price of $200 million in
cash;

WHEREAS, unless the Rights Agreement is amended, the consummation of
the Restructuring Transaction may result in certain entities becoming an
"Acquiring Person," as defined in Section l(a) of the Rights Agreement,
including Affiliates and Associates (each as defined in the Rights Agreement) of
OppenheimerFunds, Inc., Apollo Management, L.P., The Blackstone Group L.P. and
Lehman Commercial Paper Inc.; and

WHEREAS, the Board of Directors of the Company deems it desirable and
in the best interests of the Company and its stockholders to amend the Rights
Agreement to exclude such entities who would otherwise be deemed Beneficial
Owners (as defined in the Rights Agreement) as a result of the Restructuring
Transactions from such definition of "Acquiring Person."

Accordingly, the parties agree as follows:

1. Amendments of Section 1(a) of the Rights Agreement. (a) The
definition of "Acquiring Person" set forth in Section 1(a) of the Rights
Agreement is amended and restated by deleting such definition in its entirety
and substituting in lieu thereof the following definition:

"(a) 'Acquiring Person' shall mean any Person who, together
with all Affiliates and Associates of such Person, shall hereafter
become the Beneficial Owner of fifteen percent (15%) or more of the
Common Shares then outstanding, but shall not include the Company, any
wholly owned Subsidiary of the Company, any employee benefit plan of
the Company or any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan; provided
that (i) each of the Financing Parties who is or becomes the Beneficial
Owner of any Common Shares shall not be, or be deemed to be, an
Acquiring Person

<PAGE>

unless and until such Person, together with Affiliates and Associates
of that Person, becomes the Beneficial Owner of more than twenty-five
percent (25%) of the outstanding Common Shares; and (ii) Lehman shall
not be, or be deemed to be, an Acquiring Person unless and until
Lehman, together with its Affiliates and Associates, becomes the
Beneficial Owner of a number of Common Shares greater than the sum of
(x) shares acquired in the Restructuring Transactions, plus (y) a
number of Common Shares, in addition to those referred to in (x) above,
equal to one percent (1%) of the total number of Common Shares
outstanding from time to time; and provided further, that a Person
shall not be deemed to be the Beneficial Owner of, or to beneficially
own, securities that such Person has the right to acquire (whether such
right is exercisable immediately or only after the passage of time)
upon the exercise of (a) employee stock options now or hereafter (but
prior to the Separation Date) issued by the Company or (b) conversion
rights conferred in any class or series of Preferred Stock, par value
$0.001 per share, of the Company issued prior to the Separation Date if
the resolutions of the Board providing for the issuance of such class
or series of Preferred Stock shall specifically refer to this Rights
Agreement and provide that the right to acquire securities upon the
exercise of conversion rights so conferred shall not be deemed to
constitute beneficial ownership of such shares."

(b) Section 1 of the Rights Agreement is amended by adding the
following definitions of "Financing Parties" and "Restructuring Transactions" to
Section 1 of the Rights Agreement in the appropriate alphabetical order:

"'Financing Parties' shall mean each of OppenheimerFunds,
Inc., Apollo Management, L.P., The Blackstone Group L.P. and their
respective affiliates and affiliated investment funds.

'Restructuring Transactions' shall mean, collectively, the
Company's (i) offer to exchange all or substantially all of its debt
securities for up to 596,669,765 Common Shares; (ii) exchange of all of
its outstanding 9.2% Series A Junior Cumulative Convertible Preferred
Stock, 9.2% Series B Junior Cumulative Convertible Preferred Stock and
9.2% Series D Junior Cumulative Convertible Preferred Stock for an
aggregate of 76,992,865 Common Shares and Series A Warrants and Series
B Warrants to purchase an aggregate of 87,577,114 Common Shares; and
(iii) sale of an aggregate of 211,730,379 Common Shares for a total
purchase price of $200 million in cash."

2. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.

(Signature page follows)

<PAGE>

EXECUTED as of the date set forth above.

SIRIUS SATELLITE RADIO INC.

By: /s/ Patrick L. Donnelly
-------------------------------------
Patrick L. Donnelly
Executive Vice President, General
Counsel and Secretary

THE BANK OF NEW YORK

By: /s/ Alexander Pabon
-------------------------------------
Alexander Pabon

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>ex4-4.txt
<DESCRIPTION>EXHIBIT 4.4
<TEXT>

<Page>

Exhibit 4.4

EXECUTION COPY

SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is made as
of the 7th day of March 2003, between Sirius satellite radio inc., (formerly
known as CD Radio Inc.) (the "Company") and The Bank of New York (successor to
IBJ Schroder Bank & Trust Company), as trustee (the "Trustee").

WHEREAS, the Company and the Trustee are parties to an indenture, dated
as of November 26, 1997 (the "Indenture");

WHEREAS, pursuant to the Indenture, the Company has issued the 15%
Senior Secured Discount Notes due 2007 (the "Securities");

WHEREAS, Section 902 of the Indenture provides that the Company, when
authorized by a resolution of the Board of Directors, and the Trustee, with the
consent of the holders of not less than a majority in principal amount at
maturity of the Securities outstanding, may amend the Indenture;

WHEREAS, the Company has heretofore delivered or is delivering
contemporaneously herewith to the Trustee a copy of the Officers' Certificate of
the Company authorizing the execution, delivery and performance of this
Supplemental Indenture; and

WHEREAS, all conditions necessary to authorize the execution and
delivery of this Supplemental Indenture and to make this Supplemental Indenture
valid and binding have been complied with or have been done or performed;

NOW, THEREFORE, in consideration of the foregoing and notwithstanding
any provision of the Indenture which, absent this Supplemental Indenture, might
operate to limit such action, the Company and the Trustee agree as follows for
the equal and ratable benefit of the Holders of the Securities:

ARTICLE I
DEFINITIONS

Section 1.01 General. For all purposes of the Indenture and this
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

(a) the words "herein", "hereof' and "hereunder" and other
words of similar import refer to the Indenture and this
Supplemental Indenture as a whole and not to any particular
Article, Section or subdivision; and

(b) capitalized terms used but not defined herein shall have
the meanings assigned to them in the Indenture.

ARTICLE II
AMENDMENTS

Section 2.01 Amendments. The Indenture is hereby amended in the
following respects:

(a) Section 101 is hereby amended by deleting the references to
Section 1016 in the definition of "Asset Sale" and
replacing them with Section "1008".

<PAGE>

(b) Section 101 is hereby amended by deleting the words
"Section 1011 and Section 1012 and" from the second to last
sentence of the definition of "Indebtedness".

(c) Section 101 is hereby amended by deleting the words "as
referred to under Section 1012" from clause (b) of the
definition of "Net Cash Proceeds".

(d) Section 101 is hereby amended by deleting the references to
Sections 1010 and 1016 in the definition of "Redeemable
Capital Stock" and replacing them with Sections "1007" and
"1008", respectively.

(e) Section 101 is hereby amended by deleting the words
"permitted by clause (q) of the definition of Permitted
Liens" from the definition of "Secured Debt".

(f) Section 101 is hereby amended by deleting the words
"permitted by clause (q) of the definition of Permitted
Liens" from the definition of "Secured Party".

(g) Section 101 is hereby amended by deleting the words "and
the Company could incur $1.00 of additional Indebtedness
(other than Permitted Indebtedness) pursuant to Section
1011" from the last sentence of the definition of
"Unrestricted Subsidiary".

(h) Section 102 is hereby amended by deleting the words "(other
than pursuant to Section 1008(a))" from the first sentence
of the second paragraph therein.

(i) Section 202(d) is hereby amended by deleting the references
to Sections 205 and 205(d) therein and replacing them with
Sections "202" and "202(d)", respectively.

(j) Section 301 is hereby amended by deleting the references to
Sections 1010 and 1016 therein and replacing them with
Sections "1007" and "1008", respectively.

(k) Section 305 is hereby amended by deleting the references to
Sections 1010 and 1016 therein and replacing them with
Sections "1007" and "1008", respectively.

(l) Section 501 is hereby amended by deleting the references to
Sections 1010 and 1016 in clause (3) thereof and replacing
them with Sections "1007" and "1008", respectively.

(m) Section 801 is hereby amended by deleting clause (iii)
thereof in its entirety.

Section 801 is further amended by deleting clause (iv)
thereof in its entirety.

Section 801 is further amended by adding the word "and" at
the end of clause (ii) and renumbering clause (v) as (iii).

(n) Section 803 is hereby amended by deleting the clause
"unless such Lien could be created pursuant to Section 1015
without equally and ratably securing the Notes".

(o) Section 902 is hereby amended by deleting the reference to
Section 1018 in clause (iii) thereof and replacing it with
Section "1009".

(p) Section 1005 is hereby deleted in its entirety.

<PAGE>

(q) Section 1006 is hereby amended by renumbering such Section
as 1005.

Section 1006 is further amended by deleting the reference
to Section 1006 therein and replacing it with Section
"1005".

(r) Section 1007 is hereby deleted in its entirety.

(s) Section 1008 is hereby deleted in its entirety.

(t) Section 1009 is hereby amended by renumbering such Section
as 1006.

(u) Section 1010 is hereby amended by renumbering such Section
as 1007.

Section 1010 is further amended by deleting the references
to Section 1010 therein and replacing them with Section
"1007".

(v) Section 1011 is hereby deleted in its entirety.

(w) Section 1012 is hereby deleted in its entirety.

(x) Section 1013 is hereby deleted in its entirety.

(y) Section 1014 is hereby deleted in its entirety.

(z) Section 1015 is hereby deleted in its entirety.

(aa) Section 1016 is hereby amended by renumbering such Section
as 1008.

Section 1016 is further amended by deleting the reference
to Section 1016 therein and replacing it with Section
"1008".

(bb) Section 1017 is hereby deleted in its entirety.

(cc) Section 1018 is hereby amended by renumbering such Section
as 1009.

Section 1018 is further amended by deleting the words
"Section 803, Sections 1007 or 1009 through 1017" in the
first sentence thereof and replacing them with "Section 803
and Sections 1006 through 1008".

(dd) Section 1019 is hereby amended by renumbering such Section
as 1010.

(ee) Section 1020 is hereby amended by renumbering such Section
as 1011.

(ff) Section 1021 is hereby deleted in its entirety.

(gg) Section 1022 is hereby amended by renumbering such Section
as 1012.

(hh) Section 1303 is hereby amended by deleting the reference to
"Sections 1007 through 1017" therein and replacing it with
"Sections 1006 through 1008".

<PAGE>

(ii) Exhibit A - Form of Note is hereby amended by deleting the
references to Sections 1010 and 1016 therein and replacing
them with Sections "1007" and "1008", respectively.

(jj) Defined Terms; Related Amendments. Any and all defined
terms used solely in the sections, subsections,
subparagraphs or provisions of the Indenture deleted by
Sections 2.01 (m), (p), (r) through (s), (v) through (z),
(bb), and (ff) of this Supplemental Indenture are also
hereby deleted. Any provisions contained in the Securities
that relate to any sections of the Indenture that are
amended by this Supplemental Indenture shall be likewise
amended so that any such provisions contained in the
Securities will conform to and be consistent with such
amended provisions of the Indenture.

ARTICLE III
WAIVERS

Section 3.01 Waiver of Defaults and Events of Default. The Company
represents and warrants to the Trustee that Holders of the Securities issued
under the Indenture have irrevocably and unconditionally waived, in accordance
with the terms of the Indenture, (1) any failure by the Company to comply with
any term, covenant, provision or condition of the Indenture and (2) any defaults
and events of default under the Indenture (other than, with respect to those
Holders of the Securities who have not waived their right to receive the payment
of such interest, interest payment defaults, which unwaived interest payment
defaults the Company shall remedy within 10 days after the date hereof), in
existence at the time of the filing of the Registration Statement on Form S-4
(File No. 333-101317), as amended (the "Registration Statement"), including
those arising from representations and warranties made or affirmed in connection
with the delivery of compliance certificates, whether or not such defaults and
events of default are related to the restructuring (as described in the
Registration Statement) or caused by the recapitalization plan (as described in
the Registration Statement).

ARTICLE IV
MISCELLANEOUS

Section 4.01 Effectiveness. This Supplemental Indenture shall become
effective upon its execution and delivery by the Company and the Trustee. Upon
the execution and delivery of this Supplemental Indenture by the Company and the
Trustee, the Indenture shall be supplemented in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
under the Indenture shall be bound thereby.

Section 4.02 Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.

Section 4.03 Indenture and Supplemental Indenture Construed Together.
This Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.

Section 4.04 Confirmation and Preservation of Indenture. The Indenture
as supplemented by this Supplemental Indenture is in all respects confirmed and
preserved.

Section 4.05 Conflict with Trust Indenture Act. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any provision of
the Trust Indenture Act of 1939, as amended

<PAGE>

(the "Trust Indenture Act"), that is required under the Trust Indenture Act to
be part of and govern any provision of this Supplemental Indenture, the
provision of the Trust Indenture Act shall control. If any provision of this
Supplemental Indenture modifies or excludes any provision of the Trust Indenture
Act that may be so modified or excluded, the provision of the Trust Indenture
Act shall be deemed to apply to the Indenture as so modified or to be excluded
by this Supplemental Indenture, as the case may be.

Section 4.06 Severability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 4.07 Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 4.08 Benefits of Supplemental Indenture, etc. Nothing in this
Supplemental Indenture or the Securities, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Holders of the Securities, any benefit of any legal or
equitable right, remedy or claim under the Indenture, this Supplemental
Indenture or the Securities.

Section 4.09 Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.

Section 4.10 Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company and the Trustee
assumes no responsibility for their correctness. The Trustee shall not be liable
or responsible for the validity or sufficiency of this Supplemental Indenture.

Section 4.11 Certain Duties and Responsibilities of the Trustee. In
entering into this Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or affecting
the liability or affording protection to the Trustee, whether or not elsewhere
herein so provided.

Section 4.12 Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS SUPPLEMENTAL INDENTURE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS, WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Section 4.13 Counterpart Originals. The Company and the Trustee may
sign any number of copies of this Supplemental Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date and year first above written.

SIRIUS SATELLITE RADIO INC.

By: /s/ Patrick Donnelly
-----------------------------------------
Name: Patrick Donnelly
Title: Executive Vice President, General
Counsel and Secretary

THE BANK OF NEW YORK as Trustee

By: /s/ Patricia Gallagher
-----------------------------------------
Name: Patricia Gallagher
Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>ex4-10.txt
<DESCRIPTION>EXHIBIT 4.10
<TEXT>

<PAGE>

Exhibit 4.10

EXECUTION COPY

SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is made as
of the 7th day of March 2003, between Sirius satellite radio inc., (formerly
known as CD Radio Inc.) (the "Company") and The Bank of New York (successor to
United States Trust Company of New York), as trustee (the "Trustee").

WHEREAS, the Company and the Trustee are parties to an indenture, dated
as of May 15, 1999 (the "Indenture");

WHEREAS, pursuant to the Indenture, the Company has issued the 14 1/2%
Senior Secured Notes due 2009 (the "Securities");

WHEREAS, Section 9.02 of the Indenture provides that with the consent
of the Holders of not less than a majority in principal amount of the
outstanding Securities, by act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a resolution of the Board of Directors,
and the Trustee may amend the Indenture;

ARTICLE I
DEFINITIONS

Section 1.01 General. For all purposes of the Indenture and this
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

(b) capitalized terms used but not defined herein shall have
the meanings assigned to them in the Indenture.

ARTICLE II
AMENDMENTS

Section 2.01 Amendments. The Indenture is hereby amended in the
following respects:

(a) Section 1.01 is hereby amended by deleting the references
to Section 10.16 in the definition of "Asset Sale" and
replacing them with Section "10.08".

<PAGE>

(b) Section 1.01 is hereby amended by deleting the words
"Section 10.11 and Section 10.12 and" from the second to
last sentence of the definition of "Indebtedness".

(c) Section 1.01 is hereby amended by deleting the words "as
referred to under Section 10.12" from clause (2) of the
definition of "Net Cash Proceeds".

(d) Section 1.01 is hereby amended by deleting the references
to Sections 10.10 and 10.16 in the definition of
"Redeemable Capital Stock" and replacing them with Sections
"10.07" and "10.08", respectively.

(e) Section 1.01 is hereby amended by deleting the words
"permitted by clause (b) of the definition of Permitted
Liens" from the definition of "Secured Debt".

(f) Section 1.01 is hereby amended by deleting the words
"permitted by clause (b) of the definition of Permitted
Liens" from the definition of "Secured Party".

(g) Section 1.01 is hereby amended by deleting the words "and
the Company could incur $1.00 of additional Indebtedness
(other than Permitted Indebtedness) pursuant to Section
10.11" from the last sentence of the definition of
"Unrestricted Subsidiary".

(h) Section 1.02 is hereby amended by deleting the words
"(other than pursuant to Section 10.08(a))" from the first
sentence of the second paragraph therein.

(i) Section 3.01 is hereby amended by deleting the references
to Sections 10.10 and 10.16 therein and replacing them with
Sections "10.07" and "10.08", respectively.

(j) Section 3.05 is hereby amended by deleting the references
to Sections 10.10 and 10.16 therein and replacing them with
Sections "10.07" and "10.08", respectively.

(k) Section 5.01 is hereby amended by deleting the references
to Sections 10.10 and 10.16 in clause (3) thereof and
replacing them with Sections "10.07" and "10.08",
respectively.

(l) Section 8.01 is hereby amended by deleting clause (iii)
thereof in its entirety.

Section 8.01 is further amended by deleting clause (iv)
thereof in its entirety.

Section 8.01 is further amended by adding the word "and" at
the end of clause (ii) and renumbering clause (v) as (iii).

(m) Section 8.03 is hereby amended by deleting the clause
"unless such Lien could be created pursuant to Section
10.15 without equally and ratably securing the Notes,".

(n) Section 9.02 is hereby amended by deleting the reference to
Section 10.18 in clause (iii) thereof and replacing it with
Section "10.09".

<PAGE>

(o) Section 10.05 is hereby deleted in its entirety.

(p) Section 10.06 is hereby amended by renumbering such Section
as 10.05.

Section 10.06 is further amended by deleting the reference
to Section 10.06 therein and replacing it with Section
"10.05".

(q) Section 10.07 is hereby deleted in its entirety.

(r) Section 10.08 is hereby deleted in its entirety.

(s) Section 10.09 is hereby amended by renumbering such Section
as 10.06.

(t) Section 10.10 is hereby amended by renumbering such Section
as 10.07.

Section 10.10 is further amended by deleting the references
to Section 10.10 therein and replacing them with Section
"10.07".

(u) Section 10.11 is hereby deleted in its entirety.

(v) Section 10.12 is hereby deleted in its entirety.

(w) Section 10.13 is hereby deleted in its entirety.

(x) Section 10.14 is hereby deleted in its entirety.

(y) Section 10.15 is hereby deleted in its entirety.

(z) Section 10.16 is hereby amended by renumbering such section
as 10.08.

Section 10.16 is further amended by deleting the reference
to Section 10.16 therein and replacing it with Section
"10.08".

(aa) Section 10.17 is hereby deleted in its entirety.

(bb) Section 10.18 is hereby amended by renumbering such Section
as 10.09.

Section 10.18 is further amended by deleting the words
"Section 8.03, Sections 10.07 or 10.09 through 10.17"
therein and replacing them with "Section 8.03 and Sections
10.06 through 10.08".

(cc) Section 10.19 is hereby amended by renumbering such Section
as 10.10.

(dd) Section 10.20 is hereby amended by renumbering such Section
as 10.11.

(ee) Section 10.21 is hereby deleted in its entirety.

(ff) Section 10.22 is hereby amended by renumbering such Section
as 10.12.

(gg) Section 13.03 is hereby amended by deleting the reference
to "Sections 10.07 through 10.17" therein and replacing it
with "Sections 10.06 through 10.08."

<PAGE>

(hh) Exhibit 1 - Form of Face of Initial Note is hereby amended
by deleting the references to Sections 10.10 and 10.16
therein and replacing them with Sections "10.07" and
"10.08", respectively.

(ii) Exhibit A - Form of Face of Exchange Note is hereby amended
by deleting the references to Sections 10.10 and 10.16
therein and replacing them with Sections "10.07" and
"10.08", respectively.

(jj) Defined Terms; Related Amendments. Any and all defined
terms used solely in the sections, subsections,
subparagraphs or provisions of the Indenture deleted by
Sections 2.01 (m), (o), (q) through (r), (u) through (y),
(aa), and (ee) of this Supplemental Indenture are also
hereby deleted. Any provisions contained in the Securities
that relate to any sections of the Indenture that are
amended by this Supplemental Indenture shall be likewise
amended so that any such provisions contained in the
Securities will conform to and be consistent with such
amended provisions of the Indenture.

ARTICLE III
WAIVERS

ARTICLE IV
MISCELLANEOUS

Section 4.02 Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.

<PAGE>

Section 4.04 Confirmation and Preservation of Indenture. The Indenture
as supplemented by this Supplemental Indenture is in all respects confirmed and
preserved.

Section 4.05 Conflict with Trust Indenture Act. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any provision of
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), that is
required under the Trust Indenture Act to be part of and govern any provision of
this Supplemental Indenture, the provision of the Trust Indenture Act shall
control. If any provision of this Supplemental Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the provision of the Trust Indenture Act shall be deemed to apply to the
Indenture as so modified or to be excluded by this Supplemental Indenture, as
the case may be.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date and year first above written.

SIRIUS SATELLITE RADIO INC.

By: /s/ Patrick Donnelly
-----------------------------------------
Name: Patrick Donnelly
Title: Executive Vice President, General
Counsel and Secretary

THE BANK OF NEW YORK as Trustee

By: /s/ Patricia Gallagher
-----------------------------------------
Name: Patricia Gallagher
Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>7
<FILENAME>ex4-16.txt
<DESCRIPTION>EXHIBIT 4.16
<TEXT>

<Page>

Exhibit 4.16

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture, dated as of March 4, 2003, (this
"Supplemental Indenture"), by and among SIRIUS SATELLITE RADIO INC. (formerly
known as CD RADIO INC.), a corporation duly organized and existing under the
laws of the State of Delaware, having its principal office at 1221 Avenue of the
Americas, 36th Floor, New York, NY 10036 (the "Company"), THE BANK OF NEW YORK
(successor to U.S. Trust Company of Texas, N.A.), a banking corporation duly
organized and existing under the laws of the State of New York, having its
principal corporate trust office at 101 Barclay Street, 8W, New York, New York
10286, as resigning Trustee (the "Resigning Trustee"), and HSBC BANK USA, a
banking corporation and trust company duly organized and existing under the laws
of the State of New York, having its corporate trust office at 10 East 40th
Street, 14th Floor, New York, New York 10016, as successor Trustee (the
"Successor Trustee").

RECITALS

WHEREAS, there is currently authorized and outstanding $16,461,000 in
aggregate principal amount of the Company's 8 3/4% Convertible Subordinated
Notes due 2009 (the "Subordinated Notes") under an Indenture, dated as of
September 29, 1999; and a First Supplemental Indenture, dated as of September
29, 1999 (the "Subordinated Notes Indenture"), between the Company and the
Resigning Trustee, as trustee;

WHEREAS, Section 6.9(b) of the Subordinated Notes Indenture provides
that the Trustee may resign at any time by giving notice of such resignation to
the Company;

<Page>

WHEREAS, Section 6.9(e) of the Subordinated Notes Indenture provides
that, if the Trustee shall resign, the Company shall promptly appoint a
successor Trustee;

WHEREAS, Section 6.10 of the Subordinated Notes Indenture provides
that any successor trustee appointed in accordance with the Subordinated Notes
Indenture shall deliver to the Company and to the retiring Trustee a written
acceptance of such appointment under the Subordinated Notes Indenture, and
thereupon the resignation of the retiring Trustee shall become effective and
such successor Trustee shall become vested with all rights, powers and duties of
the Trustee under the Subordinated Notes Indenture;

WHEREAS, Section 6.10 of the Subordinated Notes Indenture provides
that the retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee;

WHEREAS, the Resigning Trustee desires to resign as Trustee, Registrar
and Paying Agent under the Subordinated Notes Indenture;

WHEREAS, the Company desires to appoint the Successor Trustee as
Trustee, Registrar and Paying Agent to succeed the Resigning Trustee under the
Subordinated Notes Indenture; and

WHEREAS, the Successor Trustee is willing to accept such appointment
as Trustee, Registrar and Paying Agent under the Subordinated Notes Indenture;

NOW, THEREFORE, the Company, the Resigning Trustee and the Successor
Trustee, for and in consideration of the premises and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby consent and agree as follows:

ARTICLE ONE
THE RESIGNING TRUSTEE

<Page>

Section 101. Pursuant to Section 6.9(b) of the Subordinated Notes
Indenture, the Resigning Trustee hereby notifies the Company that the Resigning
Trustee is hereby resigning as Trustee under the Subordinated Notes Indenture.
The Company hereby waives the 30 day notice requirement set forth in Section
6.9(b) of the Subordinated Notes Indenture.

Section 102. The Resigning Trustee hereby represents and warrants to
the Successor Trustee and the Company that:

(a) No covenant or condition contained in the Subordinated Notes
Indenture has been waived by the Resigning Trustee or, to the
best of the knowledge of the responsible officers of the
Resigning Trustee's corporate trust group, by the Holders of the
percentage in aggregate principal amount of the Notes required by
the Subordinated Notes Indenture to effect any such waiver.

(b) There is no action, suit or proceeding pending or, to the best of
the knowledge of the responsible officers of the Resigning
Trustee's corporate trust group, threatened against the Resigning
Trustee before any court or any governmental authority arising
out of any action or omission by the Resigning Trustee as
Trustee, Registrar or Paying Agent under the Subordinated Notes
Indenture.

(d) $16,461,000 in aggregate principal amount of the Subordinated
Notes is outstanding as of March 3, 2003 and interest has been
paid on the Subordinated Notes through March 29, 2002.

<Page>

(e) This Supplemental Indenture has been duly authorized, executed
and delivered on behalf of the Resigning Trustee and constitutes
a legal, valid and binding obligation of the Resigning Trustee.

(f) To the best of the knowledge of the responsible officers of the
Resigning Trustee's corporate trust group, except for the default
in the payment of the installment of interest which was due and
payable September 29, 2002 with respect to the Subordinated
Notes, no event has occurred and is continuing which is, or after
notice or lapse of time, or both, would become, an Event of
Default under Section 5.1 of the Subordinated Notes Indenture.

(g) The Subordinated Notes Indenture has not been amended or
modified.

Section 103. The Resigning Trustee hereby assigns, transfers, delivers
and confirms to the Successor Trustee all right, title and interest of the
Resigning Trustee in and to the trust under the Subordinated Notes Indenture and
all the rights, powers and duties of the Resigning Trustee as Trustee under the
Subordinated Notes Indenture and all property held by such Resigning Trustee
under the Indenture. The Resigning Trustee shall execute and deliver such
further instruments and shall do such other things as the Successor Trustee may
request so as to more fully and certainly vest and confirm in the Successor
Trustee all the rights, powers and duties hereby assigned, transferred,
delivered and confirmed to the Successor Trustee as Trustee under the
Subordinated Notes Indenture.

Section 104. The Resigning Trustee hereby also resigns as Registrar
and Paying Agent under the Subordinated Notes Indenture.

<Page>

Section 105. The Resigning Trustee shall deliver to the Successor
Trustee, as of or immediately after the effective date hereof, all property held
by it as Trustee under the Subordinated Notes Indenture and all of the documents
listed on Exhibit A hereto.

ARTICLE TWO
THE COMPANY

Section 201. The Company hereby certifies that Exhibit C annexed
hereto is a copy of the resolutions which were duly adopted by the Board of
Directors of the Company, which are in full force and effect on the date hereof,
and which authorize officers of the Company to : (a) accept the Resigning
Trustee's resignation as Trustee, Registrar and Paying Agent under the
Subordinated Notes Indenture; (b) appoint the Successor Trustee as Trustee,
Registrar and Paying Agent under the Subordinated Notes Indenture; and (c)
execute and deliver such agreements and other instruments as may be necessary or
desirable to effectuate the succession of the Successor Trustee as Trustee,
Registrar and Paying Agent under the Subordinated Notes Indenture.

Section 202. The Company hereby accepts the resignation of the
Resigning Trustee as Trustee, Registrar and Paying Agent under the Subordinated
Notes Indenture. Pursuant to Section 6.9 of the Subordinated Notes Indenture,
the Company hereby appoints the Successor Trustee as Trustee under the
Subordinated Notes Indenture to succeed to, and hereby vests the Successor
Trustee with, all the rights, powers and duties of the Resigning Trustee under
the Subordinated Notes Indenture with like effect as if originally named as
Trustee under the Subordinated Notes Indenture.

Section 203. The Company hereby represents and warrants to the
Resigning Trustee and the Successor Trustee that:

<Page>

(a) The Company is a corporation duly and validly organized and
existing pursuant to the laws of the State of Delaware.

(b) The Subordinated Notes Indenture, when executed and delivered,
was validly and lawfully executed and delivered by the Company,
and the Subordinated Notes, are validly issued securities of the
Company.

(c) Except for the default in the payment of the installment of
interest which was due and payable September 29, 2002 with
respect to the Subordinated Notes, no event has occurred and is
continuing which is, or after notice or lapse of time, or both,
would become, an Event of Default under Section 5.1 of the
Subordinated Notes Indenture.

(d) There is no action, suit or proceeding pending or, to the best of
the Company's knowledge, threatened against the Company before
any court or any governmental authority arising out of any action
or omission by the Company under the Subordinated Notes
Indenture.

(e) This Supplemental Indenture has been duly authorized, executed
and delivered on behalf of the Company and constitutes a legal,
valid and binding obligation of the Company.

(f) The Subordinated Notes Indenture has not been amended or
modified.

(g) All conditions precedent relating to the appointment of HSBC Bank
USA, as successor Trustee, Registrar and Paying Agent under the
Subordinated Notes Indenture have been complied with by the
Company.

Section 204. The Company hereby appoints the Successor Trustee as
Registrar and Paying Agent under the Subordinated Notes Indenture.

<Page>

ARTICLE THREE
THE SUCCESSOR TRUSTEE

Section 301. The Successor Trustee hereby represents and warrants to
the Resigning Trustee and to the Company that:

(a) The Successor Trustee is qualified and eligible under the
provisions of Section 6.8 of the Subordinated Notes Indenture to
act as Trustee under the Subordinated Notes Indenture.

(b) This Supplemental Indenture has been duly authorized, executed
and delivered on behalf of the Successor Trustee and constitutes
a legal, valid and binding obligation of the Successor Trustee.

Section 302. The Successor Trustee hereby accepts its appointment as
successor Trustee under the Subordinated Notes Indenture and accepts the rights,
powers and duties of the Resigning Trustee as Trustee under the Subordinated
Notes Indenture, upon the terms and conditions set forth therein, with like
effect as if originally named as Trustee under the Subordinated Notes Indenture.

Section 303. References in the Subordinated Notes Indenture to
"corporate trust office" or other similar terms shall be deemed to refer to the
corporate trust office of the Successor Trustee at 10 East 40th Street, 14th
Floor, New York, New York 10016 (mailing address: 452 Fifth Avenue, New York,
New York 10018, Attention: Issuer Services) or any other office of the Successor
Trustee at which, at any particular time, its corporate trust business shall be
administered.

Section 304. The Successor Trustee hereby accepts its appointment as
Registrar and Paying Agent under the Subordinated Notes Indenture.

<Page>

Section 305. Promptly after the date of this Supplemental Indenture,
the Successor Trustee shall cause notices, substantially in the form of Exhibit
B annexed hereto, to be sent to each Holder of the Subordinated Notes in
accordance with the provisions of Section 6.9(f) of the Subordinated Notes
Indenture.

ARTICLE FOUR
MISCELLANEOUS

Section 401. Except as otherwise expressly provided herein or unless
the context otherwise requires, all capitalized terms used herein which are
defined in the Subordinated Notes Indenture shall have the meaning assigned to
them in the Subordinated Notes Indenture.

Section 402. This Supplemental Indenture and the resignation,
appointment and acceptance effected hereby shall be effective as of the close of
business on the date first set forth herein above; provided that the resignation
of the Resigning Trustee and the appointment of the Successor Trustee as
Registrar and Paying Agent under the Subordinated Notes Indenture shall be
effective on the date first above written.

Section 403. Notwithstanding the resignation of the Resigning Trustee
effected hereby, the Company shall remain obligated under Section 6.7 of the
Subordinated Notes Indenture to compensate, reimburse and indemnify the
Resigning Trustee in connection with its prior trusteeship under the
Subordinated Notes Indenture. The Company also acknowledges its obligations to
the Successor Trustee as set forth in Section 6.7 of the Subordinated Notes
Indenture, which obligations shall survive the execution hereof.

Section 404. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the jurisdiction which governs the
Subordinated Notes Indenture.

<Page>

Section 405. This Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

Section 406. The Company, the Resigning Trustee and the Successor
Trustee hereby acknowledge receipt of an executed counterpart of this
Supplemental Indenture and the effectiveness hereof.

<Page>

IN WITNESS WHEREOF, the parties hereby have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.

SIRIUS SATELLITE RADIO INC.

By: /s/ Patrick L. Donnelly
--------------------------------------
Name: Patrick L. Donnelly
Title: Executive Vice President,
General Counsel and Secretary

THE BANK OF NEW YORK, as Resigning Trustee

By: /s/ Michele Russo
--------------------------------------
Name: Michele Russo
Title: Assistant Vice President

HSBC BANK USA, as Successor Trustee

By: /s/ Robert A. Conrad
--------------------------------------
Name: Robert A. Conrad
Title: Vice President

<Page>

EXHIBIT A

Documents to be delivered to the Successor Trustee

1. Executed copies of the Subordinated Notes Indenture.

2. Conformed copies of the Subordinated Notes Indenture.

3. Files of closing documents.

4. Copies of the most recent of each of the SEC reports delivered by the
Company pursuant to the Subordinated Notes Indenture.

5. Copies of the most recent Compliance Certificates delivered pursuant to the
Subordinated Notes Indenture.

6. Copies of any official notices sent by the Trustee to all the Holders of
the Subordinated Notes pursuant to the terms of the Subordinated Notes
Indenture during the past twelve months and a copy of the most recent
Trustee's Annual Report to Holders, if any.

7. Certified Lists of Holders as of the date of this Supplemental Indenture,
certificate detail and all "stop transfers" and the reason for such "stop
transfers" (or, alternatively, if there are a substantial number of
registered Holders, the computer tape reflecting the identity, address, tax
identification number and detailed holdings of each such Holder).

8. Securities debt service records.

9. Trust account statements for a one-year period preceding the date of this
Supplemental Indenture.

10. All unissued Subordinated Notes inventory or DTC FAST held global
certificates.

11. Such other documents as the Successor Trustee may reasonably require in
order to transfer the appointment to it.

<Page>

EXHIBIT B

[HSBC LETTERHEAD]

NOTICE

To the Holders of Sirius Satellite Radio Inc.'s, (formerly CD Radio Inc.) (the
"Company") 83/4% Convertible Subordinated Notes due 2009:

NOTICE IS HEREBY GIVEN, pursuant to Section 6.9 (b) of the Indenture, as amended
(the "Indenture"), dated as of September 29, 1999, between the Company and The
Bank of New York (successor to U.S. Trust Company of Texas, N.A.), as trustee,
that The Bank of New York has resigned as Trustee under the Indenture.

Pursuant to Sections 6.9 and 6.10 of the Indenture, the Company has appointed
HSBC Bank USA, a banking corporation and trust company duly organized and
existing under the laws of the State of New York, as Trustee under the
Indenture, which appointment has been accepted and has become effective. The
address of the Corporate Trust Office of HSBC Bank USA is 10 East 40th Street,
14th Floor, New York, New York 10016 (mailing address: 452 Fifth Avenue, New
York, New York 10018, Attention: Issuer Services).

HSBC BANK USA, as successor Trustee

Dated: __________________, 2003

<Page>

EXHIBIT C

CERTIFIED COPY OF RESOLUTIONS

OF THE BOARD OF DIRECTORS OF

SIRIUS SATELLITE RADIO INC

The undersigned, _______________, hereby certifies that he is the duly
appointed, qualified and acting Secretary of Sirius Satellite Radio Inc., a
Delaware corporation (the "Corporation"), and further certifies that the
following is a true and correct copy of certain resolutions duly adopted by the
Board of Directors of the Corporation on _______________ and that said
resolutions have not been amended, modified or rescinded:

RESOLVED, that the Corporation appoint HSBC BANK USA (the "Successor
Trustee") as successor Trustee, Registrar and Paying Agent and the
office or agency where notices and demands to or upon the Corporation
in respect of the Securities (as defined below) and the Subordinated
Notes Indenture (as defined below) may be served under the
Subordinated Notes Indenture, dated as of September 29, 1999 (as
supplemented, the "Subordinated Notes Indenture"), by and between the
Corporation and The Bank of New York (the "Resigning Trustee"), as
Trustee, pursuant to which the Corporation has an aggregate principal
amount outstanding of $16,461,000 of its 8 3/4% Convertible
Subordinated Notes due 2009, and that the Corporation accepts the
resignation of the Resigning Trustee as Trustee, Registrar and Paying
Agent under the Subordinated Notes Indenture, such resignation to be
effective upon the execution and delivery by the Successor Trustee to
the Corporation of an instrument or instruments accepting such
appointment as successor Trustee, Registrar and Paying Agent under the
Subordinated Notes Indenture;

RESOLVED, that the President and Chief Executive Officer, any Vice
President or any Assistant Treasurer of the Corporation be, and each
of them hereby is, authorized, empowered and directed to execute and
deliver in the name and on behalf of the Corporation an instrument or
instruments appointing the Successor Trustee as the successor Trustee,
Registrar and Paying Agent and accepting the resignation of the
Resigning Trustee; and

<Page>

RESOLVED, that the proper officers of the Corporation are hereby
authorized, empowered and directed to do or cause to be done all such
acts or things, and to execute and deliver, or cause to be executed or
delivered, any and all such other agreements, amendments, instruments,
certificates, documents or papers (including, without limitation, any
and all notices and certificates required or permitted to be given or
made on behalf of the Corporation to the Successor Trustee or to the
Resigning Trustee), under the terms of any of the executed instruments
in connection with the resignation of the Resigning Trustee, and the
appointment of the Successor Trustee, in the name and on behalf of the
Corporation as any of such officers, in his discretion, may deem
necessary or advisable to effectuate or carry out the purposes and
intent of the foregoing resolutions; and to exercise any of the
Corporation's obligations under the instruments and agreements
executed on behalf of the Corporation in connection with the
resignation of the Resigning Trustee and the appointment of the
Successor Trustee.

IN WITNESS WHEREOF, I have hereunto set my hand as Secretary and have
affixed the seal of the Corporation this ___ day of March, 2003.

By:
------------------------------
Name:
Title: Secretary

[SEAL]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>8
<FILENAME>ex4-17.txt
<DESCRIPTION>EXHIBIT 4.17
<TEXT>

<PAGE>

Exhibit 4.17

EXECUTION COPY

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (the "Third Supplemental Indenture") dated
as of March 7, 2003 between Sirius satellite radio inc. (formerly known as CD
Radio Inc.) (the "Company") and HSBC Bank USA, as trustee (the "Trustee").

WHEREAS, the Company and The Bank of New York (as successor to U.S.
Trust Company of Texas, N.A., "BONY"), as trustee, are parties to a first
supplemental indenture, dated as of September 29, 1999 (the "First Supplemental
Indenture"), to the indenture dated as of September 29, 1999 (the "Original
Indenture") between the Company and BONY, and the Company and the Trustee are
parties to a second supplemental indenture, dated as of March 4, 2003 (the
"Second Supplemental Indenture" and together with the First Supplemental
Indenture and the Original Indenture, the "Indenture"), to the Original
Indenture;

WHEREAS, pursuant to the Indenture, the Company has issued the 8 3/4 %
Convertible Subordinated Notes due 2009 (the "Securities");

WHEREAS, Section 9.2 of the Indenture provides that the Company, when
authorized by a resolution of the Board of Directors, and the Trustee, with the
consent of the holders of not less than a majority in principal amount of the
Securities outstanding, may amend the Indenture;

WHEREAS, all conditions necessary to authorize the execution and
delivery of this Third Supplemental Indenture and to make this Third
Supplemental Indenture valid and binding have been complied with or have been
done or performed.

NOW, THEREFORE, in consideration of the foregoing and notwithstanding
any provision of the Indenture which, absent this Third Supplemental Indenture,
might operate to limit such action, the Company and the Trustee agree as follows
for the equal and ratable benefit of the Holders of the Securities:

ARTICLE I
DEFINITIONS

Section 1.01 General. For all purposes of the Indenture and this Third
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

(a) the words "herein", "hereof' and "hereunder" and other
words of similar import refer to the Indenture and this Third Supplemental
Indenture as a whole and not to any particular Article, Section or subdivision;
and

(b) capitalized terms used but not defined herein shall have
the meanings assigned to them in the Indenture.

<PAGE>

ARTICLE II
AMENDMENTS

Section 2.01 Amendments. The Indenture is hereby amended in the
following respects:

(a) Section 6.01(5) of the First Supplemental Indenture is
hereby deleted in its entirety.

(b) Section 6.01(6) of the First Supplemental Indenture is
hereby deleted in its entirety.

(d) Section 6.01(8) of the First Supplemental Indenture is
hereby deleted in its entirety.

(e) Section 6.02 of the First Supplemental Indenture is hereby
amended by deleting the parenthetical phrase, "(other than
an Event of Default specified in Section 6.01(7) or (8))"
in the first sentence thereof.

Section 6.02 of the First Supplemental Indenture is further
amended by deleting the following sentence in its entirety:

"If an Event of Default specified in Section 6.01(7) or
(8) occurs, the principal of, and accrued interest on,
all the Series 8 3/4% Notes shall automatically, and
without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and
payable."

Section 6.02 of the First Supplemental Indenture is further
amended by deleting the reference to Section 6.13 in clause
(2) thereof and replacing it with Section "5.13".

(f) Defined Terms; Related Amendments. Any and all defined
terms used solely in the sections, subsections,
subparagraphs or provisions of the Indenture deleted by
Sections 2.01 (a) through (e) this Third Supplemental
Indenture are also hereby deleted. Any provisions contained
in the Securities that relate to any sections of the
Indenture that are amended by this Supplemental Indenture
shall be likewise amended so that any such provisions
contained in the Securities will conform to and be
consistent with such amended provisions of the Indenture.

ARTICLE III
WAIVERS

<PAGE>

ARTICLE IV
MISCELLANEOUS

Section 4.01 Effectiveness. This Third Supplemental Indenture shall
become effective upon its execution and delivery by the Company and the Trustee.
Upon the execution and delivery of this Third Supplemental Indenture by the
Company and the Trustee, the Indenture shall be supplemented in accordance
herewith, and this Third Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound
thereby.

Section 4.02 Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.

Section 4.03 Indenture and Third Supplemental Indenture Construed
Together. This Third Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this Third
Supplemental Indenture shall henceforth be read and construed together.

Section 4.04 Confirmation and Preservation of Indenture. The Indenture
as supplemented by this Third Supplemental Indenture is in all respects
confirmed and preserved.

Section 4.05 Conflict with Trust Indenture Act. If any provision of
this Third Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), that is required under the Trust Indenture Act to be part of and govern
any provision of this Third Supplemental Indenture, the provision of the Trust
Indenture Act shall control. If any provision of this Third Supplemental
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the provision of the Trust Indenture Act shall be
deemed to apply to the Indenture as so modified or to be excluded by this Third
Supplemental Indenture, as the case may be.

Section 4.06 Severability. In case any provision in this Third
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

Section 4.07 Headings. The Article and Section headings of this Third
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Third Supplemental Indenture and shall in no
way modify or restrict any of the terms or provisions hereof.

Section 4.08 Benefits of Third Supplemental Indenture, etc. Nothing in
this Third Supplemental Indenture or the Securities, express or implied, shall
give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the Securities, any
benefit of any legal or equitable right, remedy or claim under the Indenture,
this Third Supplemental Indenture or the Securities.

Section 4.09 Successors. All agreements of the Company in this Third
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Third Supplemental Indenture shall bind its successors.

Section 4.10 Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company and the Trustee
assumes no responsibility for their correctness.

<PAGE>

The Trustee shall not be liable or responsible for the validity or sufficiency
of this Third Supplemental Indenture.

Section 4.11 Certain Duties and Responsibilities of the Trustee. In
entering into this Third Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided.

Section 4.12 Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS third SUPPLEMENTAL INDENTURE WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS, WHICH would require the application of the laws of another
jurisdiction.

Section 4.13 Counterpart Originals. The Company and the Trustee may
sign any number of copies of this Third Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, all as of the date and year first
above written.

SIRIUS SATELLITE RADIO INC.

By: /s/ Patrick Donnelly
--------------------------------------
Name: Patrick Donnelly
Title: Executive Vice President,
General Counsel and Secretary

HSBC BANK USA, as Trustee

By: /s/ Robert Conrad
--------------------------------------
Name: Robert A. Conrad
Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>9
<FILENAME>ex4-20.txt
<DESCRIPTION>EXHIBIT 4.20
<TEXT>

<PAGE>
Exhibit 4.20

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS WARRANT NOR
SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT AND SUCH LAWS.

SIRIUS SATELLITE RADIO INC.

SERIES A COMMON STOCK PURCHASE WARRANT

This certifies that, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Sirius Satellite Radio Inc., a
Delaware corporation (the "Company"), grants to ___________________, or its
assigns (the "Warrantholder"), the right to subscribe for and purchase from the
Company an aggregate of _____________ validly issued, fully paid and
nonassessable shares (the "Warrant Shares") of the Company's common stock, par
value $0.001 per share (the "Common Stock"), at the purchase price per share of
$1.04 (such purchase price per share, the "Exercise Price"), at any time and
from time to time, during the period from and including 9:00 AM, New York City
time, on the date hereof until 5:00 PM, New York City time, on March 7, 2005
(the "Expiration Date"), all subject to the terms, conditions and adjustments
herein set forth.

Certain capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in Section 10.

Certificate No. ____

Number of Shares: __________

Name of Warrantholder: _______________________________

Section 1. Duration and Exercise of Warrant; Limitations on Exercise;
Payment of Taxes.

1.1 Exercisability of Warrant. Subject to the terms and conditions set
forth herein, this Warrant is immediately exercisable. The Company shall not,
prior to the Expiration Date, take any action which would have the effect of
preventing or disabling the Company from delivering the Warrant Shares to the
Warrantholder upon exercise of this Warrant or otherwise performing the
Company's obligations under this Warrant.

1.2 Duration and Exercise of Warrant. Subject to the terms and conditions
set forth herein, this Warrant may be exercised, in whole or in part, by the
Warrantholder by:

(a) the surrender of this Warrant to the Company, with a duly executed
Exercise Form specifying the number of Warrant Shares to be purchased,
during normal business hours on any Business Day prior to and including the
Expiration Date; and

<PAGE>

(b) the delivery of payment to the Company, for the account of the
Company, by cash, by certified or bank cashier's check or by wire transfer
of immediately available funds in accordance with wire instructions that
shall be provided by the Company upon request, of the Exercise Price for
the number of Warrant Shares specified in the Exercise Form in lawful money
of the United States of America.

In the alternative, the Warrantholder may exercise its right, on any
Business Day prior to and including the Expiration Date, to receive Warrant
Shares on a net basis, such that, without the exchange of any funds, the
Warrantholder receives that number of Warrant Shares otherwise issuable upon
exercise of this Warrant less that number of Warrant Shares having an aggregate
fair market value (as determined by the Board of Directors) at the time of
exercise equal to the aggregate Exercise Price that would otherwise have been
paid in respect of this Warrant by the Warrantholder.

The Company agrees that such Warrant Shares shall be deemed to be issued to
the Warrantholder as the record holder of such Warrant Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for the Warrant Shares as aforesaid.

1.3 Limitations on Exercise. Notwithstanding anything to the contrary
herein, the obligation to deliver Warrant Shares upon the exercise of this
Warrant shall be subject to the conditions that no preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, shall be in effect which would prohibit such sale and delivery, and
any applicable waiting period under the HSR Act shall have expired or been
terminated.

1.4 Warrant Shares Certificate. A duly issued stock certificate or
certificates for the Warrant Shares specified in the Exercise Form shall be
delivered to the Warrantholder within five Business Days after receipt by the
Company of the Exercise Form and receipt of payment of the purchase price. If
this Warrant shall have been exercised only in part, the Company shall, at the
time of delivery of the stock certificate, deliver to the Warrantholder a new
Warrant evidencing the rights to purchase the remaining Warrant Shares, which
new Warrant shall in all other respects be identical with this Warrant.

1.5 Payment of Taxes. The issuance of certificates for Warrant Shares shall
be made without charge to the Warrantholder for any documentary, stamp or
similar stock transfer or other issuance tax in respect thereto; provided that
the Warrantholder shall be required to pay any and all taxes which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the then Warrantholder as reflected
upon the books of the Company.

1.6 Divisibility of Warrant; Transfer of Warrant. (a) Subject to the
provisions of this Section, this Warrant may be divided into warrants of one
thousand shares or multiples thereof, upon surrender at the office of the
Company located at 1221 Avenue of the Americas, 36th Floor, New York, New York
10020, without charge to any Warrantholder. Subject to the provisions of this
Section, upon such division, the Warrants may be transferred of record as the

<PAGE>

then Warrantholder may specify without charge to such Warrantholder (other than
any applicable transfer taxes).

(b) Subject to the provisions of this Section 1, upon surrender of this
Warrant to the Company with a duly executed Assignment Form and funds sufficient
to pay any transfer tax, the Company shall, without charge, execute and deliver
a new Warrant or Warrants of like tenor in the name of the assignee named in
such Assignment Form, and this Warrant shall promptly be canceled. The term
"Warrant" as used in this Agreement shall be deemed to include any Warrants
issued in substitution or exchange for this Warrant.

Section 2. Restrictions on Transfer; Restrictive Legends. Except as
otherwise permitted by this Section 2, each Warrant shall (and each Warrant
issued upon direct or indirect transfer or in substitution for any Warrant
pursuant to Section 1 or Section 4 shall) be stamped or otherwise imprinted with
a legend in substantially the following form:

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THIS WARRANT NOR SUCH
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

Except as otherwise permitted by this Section 2, each stock certificate for
Warrant Shares issued upon the exercise of any Warrant and each stock
certificate issued upon the direct or indirect transfer of any such Warrant
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS
OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

Notwithstanding the foregoing, the Warrantholder may require the Company,
without expense to the Warrantholder, to issue a Warrant or a stock certificate
for Warrant Shares, in each case without a legend, if either (i) such Warrant or
such Warrant Shares, as the case may be, have been registered for resale under
the Securities Act or (ii) the Warrantholder has delivered to the Company an
opinion of legal counsel, which opinion shall be addressed to the Company and be
reasonably satisfactory in form and substance to the Company, to the effect that
such registration is not required with respect to such Warrant or such Warrant
Shares, as the case may be.

<PAGE>

By acceptance of this Warrant, the Warrantholder expressly agrees that it
will at all times comply with the restrictions contained in Rule 144(e) under
the Securities Act (as in effect on the date hereof) when selling, transferring
or otherwise disposing of the Warrants, if applicable.

Section 3. Reservation and Registration of Shares, Etc. The Company
covenants and agrees as follows:

(a) all Warrant Shares which are issued upon the exercise of this
Warrant will, upon issuance, be validly issued, fully paid, and
nonassessable, not subject to any preemptive rights, and free from all
taxes, liens, security interests, charges, and other encumbrances with
respect to the issue thereof, other than taxes with respect to any transfer
occurring contemporaneously with such issue;

(b) during the period within which this Warrant may be exercised, the
Company will at all times have authorized and reserved, and keep available
free from preemptive rights and any taxes, liens, security interests,
pledges, charges and other encumbrances, a sufficient number of shares of
Common Stock to provide for the exercise of the rights represented by this
Warrant; and

(c) the Company will, from time to time, take all such actions as may
be required to assure that the par value per share of the Warrant Shares is
at all times equal to or less than the then effective Exercise Price.

Section 4. Loss or Destruction of Warrant. Subject to the terms and
conditions hereof, upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, of such bond or indemnification
as the Company may reasonably require, and, in the case of such mutilation, upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant of like tenor.

Section 5. Ownership of Warrant. The Company may deem and treat the Person
in whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of
transfer.

Section 6. Antidilution Provisions.

6.1 Changes in Common Stock. In the event that at any time and from time to
time the Company shall (i) pay a dividend or make a distribution on Common Stock
in shares of Common Stock or other shares of Capital Stock, (ii) subdivide its
outstanding shares of Common Stock into a larger number of shares of Common
Stock, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock or (iv) increase or decrease the number of
shares of Common Stock outstanding by reclassification, recapitalization or
reorganization of its Common Stock, then, in each such case, the number of
shares of Common Stock issuable upon exercise of this Warrant immediately after
the happening of such event shall be adjusted so that, after giving effect to
such adjustment, the Warrantholder shall be entitled to receive the number of
shares of Common Stock that the Warrantholder would have owned or

<PAGE>

have been entitled to receive had this Warrant been exercised immediately prior
to the happening of the events described above (or, in the case of a dividend or
distribution of Common Stock, immediately prior to the record date therefor),
and the Exercise Price shall be adjusted to the price (calculated to the nearest
100th of one cent) determined by multiplying the Exercise Price immediately
prior to such event by a fraction, the numerator of which shall be the number of
Warrant Shares purchasable upon the exercise of the Warrant immediately prior to
such event and the denominator of which shall be the number of Warrant Shares
purchasable after the adjustment referred to above. An adjustment made pursuant
to this Section 6.1 shall become effective immediately after the distribution
date, retroactive to the record date therefor in the case of a dividend or
distribution in shares of Common Stock or other shares of Capital Stock, and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.

6.2 Cash Dividends and Other Distributions. In the event that at any time
and from time to time the Company shall distribute to all holders of Common
Stock (i) any dividend or other distribution (including any dividend or
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of cash, evidences of its indebtedness,
shares of its Capital Stock or any other properties or securities or (ii) any
options, warrants or other rights to subscribe for or purchase any of the
foregoing (other than, in the case of clause (i) and (ii) above, (A) any
dividend or distribution described in Section 6.1 and (B) any rights, options,
warrants or securities described in Section 6.3 or Section 6.4), then the number
of shares of Common Stock issuable upon the exercise of this Warrant immediately
prior to such record date for any such dividend or distribution shall be
increased to a number determined by multiplying the number of shares of Common
Stock issuable upon the exercise of this Warrant immediately prior to such
record date for any such dividend or distribution by a fraction, the numerator
of which shall be the Current Market Value per share of Common Stock on the
record date for such dividend or distribution, and the denominator of which
shall be such Current Market Value per share of Common Stock less the sum of (x)
the amount of cash, if any, distributed per share of Common Stock and (y) the
then fair value (as determined in good faith by the Board of Directors, whose
determination shall be evidenced by a board resolution, a copy of which will be
sent to the Warrantholder upon request) of the portion, if any, of the
distribution applicable to one share of Common Stock consisting of evidences of
indebtedness, shares of stock, securities, other property, warrants, options or
subscription or purchase rights; and the Exercise Price shall be adjusted to a
number determined by dividing the Exercise Price immediately prior to such
record date by the above fraction. Such adjustments shall be made, and shall
only become effective, whenever any dividend or distribution is made; provided
that the Company is not required to make an adjustment pursuant to this Section
6.2 if at the time of such distribution the Company makes the same distribution
to the Warrantholder as it makes to holders of Common Stock pro rata based on
the number of shares of Common Stock for which this Warrant is exercisable. No
adjustment shall be made pursuant to this Section 6.2 which shall have the
effect of decreasing the number of shares of Common Stock issuable upon exercise
of this Warrant or increasing the Exercise Price.

6.3 Issuance of Common Stock or Rights or Options. In the event that at any
time or from time to time the Company shall issue shares of Common Stock or
rights, options or warrants or securities convertible into or exchangeable for
Common Stock, other than in a bona fide underwritten public offering by or
through a syndicate managed by an investment bank of

<PAGE>

national or regional standing, for a consideration per share (which, in the case
of convertible, exchangeable or exercisable securities shall be the amount
received by the Company in consideration for the sale and issuance of such
convertible, exchangeable or exercisable securities plus the minimum aggregate
amount of additional consideration payable to the Company upon conversion,
exchange or exercise thereof (as determined in good faith by the Board of
Directors, whose determination shall be evidenced by a board resolution, a copy
of which will be sent to the Warrantholder upon request), provided that the
value attributable to such convertible, exchangeable or exercisable securities
when issued as part of a unit with debt or other obligations of the Company
shall be excluded to the extent it is a result of calculating the discount
applicable to such debt or other obligations of the Company under generally
accepted accounting principles) that is less than the greater of (a) the Current
Market Value per share of Common Stock as of the date the Company agrees in
writing to issue such shares and (b) the Exercise Price, then the number of
shares of Common Stock issuable upon the exercise of this Warrant immediately
after such date shall be determined by multiplying the number of shares of
Common Stock issuable upon exercise of this Warrant immediately prior to such
date by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately preceding the date the Company agrees in
writing to issue such shares or rights, options, warrants or securities plus the
number of additional shares of Common Stock to be issued in such transaction or
offered for subscription or purchase or into which such securities are
convertible or exchangeable, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately preceding the date the Company
agrees in writing to issue such shares or rights, options, warrants or
securities plus the total number of shares of Common Stock which the aggregate
consideration expected to be received by the Company upon the issuance of such
shares or the exercise, conversion or exchange of such rights, options, warrants
or securities (as determined in good faith by the Board of Directors, whose
determination shall be evidenced by a board resolution, a copy of which will be
sent to the Warrantholder upon request) would purchase at the greater of (a) the
Current Market Value per share of Common Stock as of the date the Company agrees
in writing to issue such shares or rights, options, warrants or securities and
(b) the Exercise Price, and in the event of any such adjustment, the Exercise
Price shall be adjusted to a number determined by dividing the Exercise Price
immediately prior to such date by the aforementioned fraction; provided that no
adjustment to the number of Warrant Shares issuable upon the exercise of this
Warrant or to the Exercise Price shall be made as a result of (i) the vesting or
exercise of this Warrant, (ii) the exercise, conversion or exchange of any
right, option, warrant or security, the issuance of which has previously
required an adjustment to the number of Warrant Shares issuable upon the
exercise of this Warrant or to the Exercise Price pursuant to this Section 6.3,
(iii) the exercise, conversion or exchange of any right, option, warrant or
security outstanding on the Issue Date (to the extent such exercise, conversion
or exchange is made in accordance with the terms of such right, option, warrant
or security as in effect on the Issue Date) or (iv) the issuance, exercise,
conversion or exchange of options to acquire Common Stock by officers, directors
or employees of the Company; and, provided further, that to the extent that the
aggregate proceeds from any issuance of shares of Common Stock subject to this
Section 6.3 from the date of issuance of this Warrant do not exceed $100
million, this Section 6.3 shall be applied without reference to the Exercise
Price in the determination of whether any adjustment shall be made to the number
of shares issuable upon exercise of this Warrant and in the application of the
formula for determining the extent of any such adjustment. Any adjustment
required by this Section 6.3

<PAGE>

shall be made, and shall only become effective, whenever such shares or such
rights, options, warrants or securities are issued. The terms of this provision
shall be reapplied if the terms of a right, option, warrant or security
convertible for or exchangeable into Common Stock are subsequently amended. No
adjustment shall be made pursuant to this Section 6.3 which shall have the
effect of decreasing the number of shares of Common Stock issuable upon exercise
of this Warrant or increasing the Exercise Price.

6.4 Fundamental Transaction; Liquidation. (a) Except as provided in Section
6.4(b), in the event of a Fundamental Transaction, this Warrant will not
terminate and until the Expiration Date the Warrantholder shall have the right
to receive upon exercise of this Warrant the kind and amount of shares of
Capital Stock or other securities or property which the Warrantholder would have
been entitled to receive upon completion of, or as a result of, such Fundamental
Transaction had this Warrant been exercised immediately prior to such event or
to the relevant record date for any such entitlement, subject to adjustments
that shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 6. Unless paragraph (b) is applicable to a
Fundamental Transaction, the Company shall cause that the surviving or acquiring
Person (the "Successor Company") in such Fundamental Transaction shall assume,
by written instrument reasonably satisfactory to the Warrantholder, the
obligation to deliver to the Warrantholder the shares of stock, securities or
assets to which, in accordance with the foregoing provisions, the Warrantholder
may be entitled and all other obligations of the Company under this Warrant. The
provisions of this Section 6.4(a) shall similarly apply to successive
Fundamental Transactions involving any Successor Company.

(b) In the event of (i) a Fundamental Transaction with another Person
(other than a subsidiary of the Company) where consideration to the holders of
Common Stock in exchange for their shares is payable solely in cash or (ii) the
dissolution, liquidation or winding-up of the Company, the Warrantholder shall
be entitled to receive, upon surrender of this Warrant, such cash distributions
on an equal basis with the holders of Common Stock or other securities issuable
upon exercise of this Warrant, as if this Warrant had been exercised immediately
prior to such event, less the Exercise Price.

In the event of any Fundamental Transaction described in this Section
6.4(b), the Successor Company and, in the event of any dissolution, liquidation
or winding-up of the Company, the Company, upon surrender of this Warrant, shall
promptly pay the Warrantholder the amounts to which it is entitled as described
above by delivering a check in such amount as is appropriate (or, in the case of
consideration other than cash, such other consideration as is appropriate) to
such Person or Persons as it may be directed in writing by the Warrantholder.

6.5 Minimum Adjustment. The adjustments required by the preceding sections
of this Section 6 shall be made whenever and as often as any specified event
requiring an adjustment shall occur, except that no adjustment of the Exercise
Price or the number of shares of Common Stock issuable upon exercise of this
Warrant that would otherwise be required shall be made unless and until such
adjustment either by itself or with other adjustments not previously made
increases or decreases by at least 1% the Exercise Price or the number of shares
of Common Stock issuable upon exercise of this Warrant immediately prior to the
making of such adjustment. Any adjustment representing a change of less than
such minimum amount shall be carried forward and made as soon as such
adjustment, together with other adjustments required

<PAGE>

by this Section 6 and not previously made, would result in a minimum adjustment.
For the purpose of any adjustment, any specified event shall be deemed to have
occurred at the close of business on the date of its occurrence. In computing
adjustments under this Section 6, fractional interests in Common Stock shall be
taken into account to the nearest one-hundredth of a share.

6.6 Notice of Adjustment. Whenever the Exercise Price or the number of
shares of Common Stock and other property, if any, issuable upon exercise of
this Warrant is adjusted, as herein provided, the Company shall deliver to the
Warrantholder an agreed upon procedures letter of a firm of independent
accountants selected by the Board of Directors (who may be the regular
accountants employed by the Company) setting forth, in reasonable detail, the
event requiring the adjustment and the method by which such adjustment was
calculated (including a description of the basis on which (i) the then fair
value of any evidences of indebtedness, other securities or property or
warrants, options or other subscription or purchase rights was determined and
(ii) the Current Market Value of the Common Stock was determined, if either of
such determinations were required), and specifying the Exercise Price and the
number of shares of Common Stock issuable upon exercise of this Warrant after
giving effect to such adjustment.

6.7 Notice of Certain Transactions. In the event that the Company shall
propose to (a) pay any dividend payable in securities of any class to the
holders of its Common Stock or to make any other non-cash dividend or
distribution to the holders of its Common Stock, (b) offer the holders of its
Common Stock rights to subscribe for or to purchase any securities convertible
into shares of Common Stock or shares of stock of any class or any other
securities, rights or options, (c) issue any (i) shares of Common Stock, (ii)
rights, options or warrants entitling the holders thereof to subscribe for
shares of Common Stock or (iii) securities convertible into or exchangeable or
exercisable for Common Stock (in the case of (i), (ii) and (iii), if such event
would result in an adjustment hereunder), (d) effect any capital reorganization,
reclassification, consolidation or merger, (e) effect the voluntary or
involuntary dissolution, liquidation or winding-up of the Company, (f) make a
tender offer or exchange offer with respect to the Common Stock or (g) take any
action which would require an adjustment to the number of Warrant Shares
issuable upon the exercise of this Warrant or the Exercise Price, the Company
shall, within five days after deciding to take any such action or make any such
offer, send to the Warrantholder a notice of such proposed action or offer. Such
notice shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and
the date of participation therein by the holders of Common Stock, if any such
date is to be fixed, and shall briefly indicate the effect, if any, of such
action on the Common Stock and on the number and kind of any other shares of
stock and on other property, if any, and the number of shares of Common Stock
and other property, if any, issuable upon exercise of this Warrant and the
Exercise Price after giving effect to any adjustment pursuant to Section 6 which
will be required as a result of such action. Such notice shall be given as
promptly as possible and (x) in the case of any action covered by clause (a) or
(b) above, at least 10 days prior to the record date for determining holders of
the Common Stock for purposes of such action or (y) in the case of any other
such action, at least 20 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of Common Stock,
whichever shall be the earlier.

6.8 Adjustment to Warrant. The form of this Warrant need not be changed
because of any adjustment made pursuant to this Section 6.

<PAGE>

Section 7. Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the SEC that may at
any time permit the Warrantholders to sell securities of the Company to the
public without registration ("Rule 144"), the Company agrees to:

(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times;

(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act; and

(c) furnish to each Holder so long as such Holder owns Warrants,
promptly upon request, (i) a written statement by the Company that it has
complied with the reporting requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to
permit the Holders to sell such securities without registration.

Section 8. Required Registration. The Company shall use its best efforts to
cause a shelf registration statement relating to the resale of the Warrant
Shares to be filed with the SEC as promptly as possible, but in no event later
than April 4, 2003, following the issuance of this Warrant.

Section 9. Amendments. Any provision of this Warrant may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent or
approval of the Company and the Holders representing two-thirds of then issuable
Warrant Shares; provided that it is not necessary that the exact form of the
amendment be approved by the Holders representing two-thirds of then issuable
Warrant Shares if such Holders have approved the substance of such amendment.
Any amendment or waiver effected in accordance with this Section 9 shall be
binding upon each Holder and the Company. Notwithstanding anything to the
contrary herein, the consent of each Holder affected shall be required for any
amendment pursuant to which the number of Warrant Shares purchasable upon
exercise of the Warrants would be decreased (other than in accordance with
Section 6 hereof).

Section 10. Expiration of the Warrant. The obligations of the Company
pursuant to this Warrant shall terminate on the Expiration Date.

Section 11. Definitions. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:

"Affiliate" shall mean, with respect to any specified Person, (1) any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person or (2) any
other Person that owns, directly or indirectly, 25% or more of such
specified Person's Voting Stock or any executive officer or director of any
such specified Person or other Person or, with respect to any natural
Person, any Person having a relationship with such Person by blood,
marriage or

<PAGE>

adoption not more remote than first cousin. For the purposes of this
definition, "control", when used with respect to any specified Person,
means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Assignment Form" shall mean an instrument of transfer of a warrant in
the form annexed hereto as Exhibit B.

"Board of Directors" shall mean the Board of Directors of the Company
or any duly authorized committee thereof.

"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banks are required or authorized by law to close in The City
of New York, State of New York.

"By-laws" shall mean the Amended and Restated By-laws of the Company,
as the same may be amended and in effect from time to time.

"Capital Stock" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any preferred stock, but excluding any debt securities
convertible into such equity.

"Certificate of Incorporation" shall mean the Amended and Restated
Certificate of Incorporation of the Company, as the same may be amended and
in effect from time to time.

"Common Stock" shall have the meaning specified on the first page of
this Warrant.

"Company" shall have the meaning specified on the first page of this
Warrant.

"Contractual Obligation" shall mean as to any Person, any agreement,
undertaking, contract, indenture, mortgage, deed of trust or other
instrument to which such Person is a party or by which it or any of its
property is bound.

"Current Market Value" per share of Common Stock of the Company or any
other security at any date shall mean (1) if the security is not registered
under the Exchange Act, (a) the value of the security, determined in good
faith by the Board of Directors and certified in a board resolution, based
on the most recently completed arms-length transaction between the Company
and a Person other than an Affiliate of the Company and the closing of
which occurs on such date or shall have occurred within the six-month
period preceding such date, or (b) if no such transaction shall have
occurred on such date or within such six-month period, the fair market
value of the security as determined by a nationally or regionally
recognized independent financial expert (provided that, in the case of the
calculation of Current Market Value for determining the cash value of
fractional shares, any such determination within six months that is, in the
good faith

<PAGE>

judgment of the Board of Directors, a reasonable determination of value,
may be utilized) or (2) if the security is registered under the Exchange
Act, (a) the average of the daily closing sales prices of the securities
for the 20 consecutive trading days immediately preceding such date, or (b)
if the securities have been registered under the Exchange Act for less than
20 consecutive trading days before such date, then the average of the daily
closing sales prices for all of the trading days before such date for which
closing sales prices are available, in the case of each of (2)(a) and
(2)(b), as certified to the Warrantholder by the President, any Vice
President or the Chief Financial Officer of the Company. The closing sales
price for each such trading day shall be: (A) in the case of a security
listed or admitted to trading on any United States national securities
exchange or quotation system, the closing sales price, regular way, on such
day, or if no sale takes place on such day, the average of the closing bid
and asked prices on such day; (B) in the case of a security not then listed
or admitted to trading on any national securities exchange or quotation
system, the last reported sale price on such day, or if no sale takes place
on such day, the average of the closing bid and asked prices on such day,
as reported by a reputable quotation source designated by the Company; (C)
in the case of a security not then listed or admitted to trading on any
national securities exchange or quotation system and as to which no such
reported sale price or bid and asked prices are available, the average of
the reported high bid and low asked prices on such day, as reported by a
reputable quotation service, or a newspaper of general circulation in the
Borough of Manhattan, City and State of New York, customarily published on
each Business Day, designated by the Company, or if there shall be no bid
and asked prices on such day, the average of the high bid and low asked
prices, as so reported, on the most recent day (not more than 30 days prior
to the date in question) for which prices have been so reported; and (D) if
there are not bid and asked prices reported during the 30 days prior to the
date in question, the Current Market Value shall be determined as if the
securities were not registered under the Exchange Act.

"Exchange Act" shall mean the Securities Exchange Act of 1934 or any
similar Federal statute, and the rules and regulations of the SEC
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Exchange Act shall include a reference to a
comparable section, if any, of any such similar Federal statute.

"Exercise Form" shall mean a request to exercise this Warrant in the
form annexed hereto as Exhibit A.

"Exercise Price" shall have the meaning specified on the first page of
this Warrant.

"Expiration Date" shall have the meaning specified on the first page
of this Warrant.

"FCC" shall mean the Federal Communications Commission, or any
successor to such agency.

"Fundamental Transaction" shall mean any transaction or series of
related transactions by which the Company consolidates with or merges with
or into any other

<PAGE>

Person or sells, assigns, transfers, leases, conveys or otherwise disposes
of all or substantially all of its properties and assets to another Person
or group of affiliated Persons or is a party to a merger or binding share
exchange which reclassifies or changes its outstanding Common Stock;
provided that the Company may effect any of such transactions with a
wholly-owned subsidiary where after such transaction the Company or, in the
event the Company is not the surviving entity, the surviving entity has a
consolidated net worth which is no less than the consolidated net worth of
the Company prior to such transaction.

"Governmental Authority" shall mean the government of any nation,
state, city, locality or other political subdivision of any thereof, and
any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government or any
international regulatory body having or asserting jurisdiction over a
Person, its business or its properties.

"Holder(s)" shall mean the holder(s) of the Series A Warrants and
holders of the Series B Warrants.

"HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the rules and regulations of the Federal Trade
Commission thereunder.

"Issue Date" shall mean the date on which this Warrant is originally
issued.

"Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien (statutory or other), restriction or other
security interest of any kind or nature whatsoever.

"Nasdaq" shall mean the National Association of Securities Dealers
Automated Quotations System.

"Person" shall mean any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated
association, joint venture, joint stock company, Governmental Authority or
other entity of any kind.

"Requirement of Law" shall mean, as to any Person, the Certificate of
Incorporation and By-laws, or other organizational or governing documents,
of such Person, and any law, treaty, rule, regulation, qualification,
license or franchise or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable or binding upon such Person
or any of its property or to which such Person or any of its property is
subject or pertaining to any or all of the transactions contemplated
hereby.

"Rule 144" shall have the meaning specified in Section 7.

"SEC" shall mean the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act or the Exchange
Act, whichever is the relevant statute for the particular purpose.

<PAGE>

"Securities Act" shall have the meaning specified on the first page of
this Warrant, or any similar Federal statute, and the rules and regulations
of the SEC thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Act, shall include a
reference to the comparable section, if any, of any such similar Federal
statute.

"Series A Warrants" shall mean the Series A Warrants issued on
____________ by the Company to ________________________.

"Series B Warrants" shall mean the Series B Warrants issued on
____________ by the Company to ________________________.

"Subsidiary" shall mean, in respect of any Person, any other Person of
which, at the time as of which any determination is made, such Person or
one or more of its subsidiaries has, directly or indirectly, voting
control.

"Successor Company" shall have the meaning specified in Section 6.4 of
this Warrant.

"Voting Stock" shall mean, with respect to any Person, any class or
classes of Capital Stock pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such Person
(irrespective of whether or not, at the time, stock of any other class or
classes shall have, or might have, voting power by reason of the happening
of any contingency).

"Warrantholder" shall have the meaning specified on the first page of
this Warrant.

"Warrant Shares" shall have the meaning specified on the first page of
this Warrant.

<PAGE>

Section 12. No Impairment. The Company shall not by any action, including,
without limitation, amending the Certificate of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but shall at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such reasonable actions as may be necessary or appropriate to
protect the rights of the Warrantholder against impairment. Without limiting the
generality of the foregoing, the Company shall (a) take all such actions as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of
this Warrant, and (b) provide reasonable assistance to the Warrantholder in
obtaining all authorizations, exemptions or consents from any Governmental
Authority which may be necessary in connection with the exercise of this
Warrant.

Section 13. Miscellaneous.

13.1 Entire Agreement. This Warrant constitutes the entire agreement
between the Company and the Warrantholder with respect to the Warrants.

13.2 Binding Effects; Benefits. This Warrant shall inure to the benefit of
and shall be binding upon the Company and the Warrantholder and their respective
heirs, legal representatives, successors and assigns. Nothing in this Warrant,
expressed or implied, is intended to or shall confer on any Person other than
the Company and the Warrantholder, or their respective heirs, legal
representatives, successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Warrant.

13.3 Section and Other Headings. The section and other headings contained
in this Warrant are for reference purposes only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this Warrant.

13.4 Pronouns. All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.

13.5 Further Assurances. Each of the Company and the Warrantholder shall do
and perform all such further acts and things and execute and deliver all such
other certificates, instruments and documents as the Company or the
Warrantholder may, at any time and from time to time, reasonably request in
connection with the performance of any of the provisions of this Warrant.

13.6 Notices. All notices and other communications required or permitted to
be given under this Warrant shall be in writing and shall be deemed to have been
duly given if (i) delivered personally or (ii) sent by facsimile or recognized
overnight courier or by United States first class certified mail, postage
prepaid, to the parties hereto at the following addresses or to such other
address as any party hereto shall hereafter specify by notice to the other party
hereto:

if to the Company, addressed to:

Sirius Satellite Radio Inc.
1221 Avenue of the Americas

<PAGE>

36th Floor
New York, New York 10020
Attention: Chief Financial Officer
Telecopy: 212 584-5353

if to the Warrantholder, addressed to:

Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received (a) on the date of delivery thereof, if
delivered personally or sent by facsimile, (b) on the second Business Day
following delivery into the custody of an overnight courier service, if sent by
overnight courier, provided that such delivery is made before such courier's
deadline for next-day delivery, or (c) on the third Business Day after the
mailing thereof.

13.7 Separability. Any term or provision of this Warrant which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the terms and provisions of this Warrant or
affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.

13.8 Governing Law. This Warrant shall be deemed to be a contract made
under the laws of New York and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to such
agreements made and to be performed entirely within such State.

13.9 No Rights or Liabilities as Stockholder. Nothing contained in this
Warrant shall be deemed to confer upon the Warrantholder any rights as a
stockholder of the Company or as imposing any liabilities on the Warrantholder
to purchase any securities whether such liabilities are asserted by the Company
or by creditors or stockholders of the Company or otherwise.

13.10 Representations of the Company. The Company hereby represents and
warrants, as of the date hereof, to the Warrantholder as follows:

(a) Corporate Existence and Power. The Company (i) is a corporation
duly incorporated, validly existing and in good standing under the laws of
the State of Delaware; (ii) has all requisite corporate power and authority
to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is engaged; and (iii) has
the corporate power and authority to execute, deliver and perform its
obligations under this Warrant. The Company is duly qualified to do
business as a foreign corporation in, and is in good standing under the
laws of, each jurisdiction in

<PAGE>

which the conduct of its business or the nature of the property owned
requires such qualification.

(b) Corporate Authorization; No Contravention. The execution, delivery
and performance by the Company of this Warrant and the transactions
contemplated hereby, including, without limitation, the sale, issuance and
delivery of the Warrant Shares, (i) have been duly authorized by all
necessary corporate action of the Company; (ii) do not contravene the terms
of the Certificate of Incorporation or By-laws; and (iii) do not violate,
conflict with or result in any breach or contravention of, or the creation
of any Lien under, any Contractual Obligation of the Company or any
Requirement of Law applicable to the Company.

(c) Issuance of Warrant Shares. The Warrant Shares have been duly
authorized and reserved for issuance. When issued, such shares will be
validly issued, fully paid and non-assessable, and free and clear of all
Liens and preemptive rights, and the holders thereof shall be entitled to
all rights and preferences accorded to a holder of Common Stock.

13.11 Binding Effect. This Warrant has been duly executed and delivered by
the Company and constitutes the legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or transfer, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity.

13.12 Specific Performance. The Company and the Warrantholder acknowledge
that the Warrant and the Warrant Shares are unique and that neither party hereto
will have an adequate remedy at law if the other breaches any covenant contained
herein or fails to perform any of its obligations under this Warrant.
Accordingly, each party agrees that the other shall have the right, in addition
to any other rights which it may have, to specific performance and equitable
injunctive relief if the other party shall fail or threaten to fail to perform
any of its obligations under this Warrant.

13.13 Third Parties. Nothing expressed or implied in this Warrant is
intended or shall be construed to confer upon or give to any third party any
rights or remedies by virtue of this Warrant or any exercise or non-exercise of
the Warrant Shares granted hereby.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

SIRIUS SATELLITE RADIO INC.

By:
-----------------------------------
Patrick L. Donnelly
Executive Vice President and
General Counsel

Dated:

Attest:

By:
----------------------------------
Douglas A. Kaplan
Assistant Secretary

<PAGE>

Exhibit A

EXERCISE FORM

(To be executed upon exercise of this Warrant)

The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase __________ shares of Common Stock and
herewith tenders payment for such Common Stock to the order of Sirius Satellite
Radio Inc. in the amount of $__________, which amount includes payment of the
par value for _________ shares of the Common Stock, in accordance with the terms
of this Warrant. The undersigned requests that a certificate for such shares of
Common Stock be registered in the name of __________________ and that such
certificates be delivered to __________________ whose address is
_________________________________.

Dated: _______________

---------------------------------------
Signature

---------------------------------------
(Print Name)

---------------------------------------
(Street Address)

---------------------------------------
(City) (State) (Zip Code)

Signed in the Presence of:

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

<PAGE>

Exhibit B

FORM OF ASSIGNMENT

(To be executed only upon transfer of this Warrant)

For value received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto ______________________ the right
represented by such Warrant to purchase ________________ shares of Common Stock
of Sirius Satellite Radio Inc. to which such Warrant relates and all other
rights of the Warrantholder under the within Warrant, and appoints
______________________ Attorney to make such transfer on the books of Sirius
Satellite Radio Inc. maintained for such purpose, with full power of
substitution in the premises. This sale, assignment and transfer has been
previously approved in writing by Sirius Satellite Radio Inc.

Dated: _______________

---------------------------------------
Signature

---------------------------------------
(Print Name)

---------------------------------------
(Street Address)

---------------------------------------
(City) (State) (Zip Code)

Signed in the Presence of:

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>10
<FILENAME>ex4-21.txt
<DESCRIPTION>EXHIBIT 4.21
<TEXT>

<PAGE>

Exhibit 4.21

SIRIUS SATELLITE RADIO INC.

SERIES B COMMON STOCK PURCHASE WARRANT

This certifies that, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Sirius Satellite Radio Inc., a
Delaware corporation (the "Company"), grants to _______________________, or its
assigns (the "Warrantholder"), the right to subscribe for and purchase from the
Company an aggregate of ____________ validly issued, fully paid and
nonassessable shares (the "Warrant Shares") of the Company's common stock, par
value $0.001 per share (the "Common Stock"), at the purchase price per share of
$0.92 (such purchase price per share, the "Exercise Price"), at any time and
from time to time, during the period from and including 9:00 AM, New York City
time, on the date hereof until 5:00 PM, New York City time, on March 7, 2005
(the "Expiration Date"), all subject to the terms, conditions and adjustments
herein set forth.

Certain capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in Section 10.

Certificate No. ____

Number of Shares: ___________

Name of Warrantholder: _____________________

Section 1. Duration and Exercise of Warrant; Limitations on Exercise;
Payment of Taxes.

1.2 Duration and Exercise of Warrant. Subject to the terms and conditions
set forth herein, this Warrant may be exercised, in whole or in part, by the
Warrantholder by:

<PAGE>

then Warrantholder may specify without charge to such Warrantholder (other than
any applicable transfer taxes).

<PAGE>

Section 3. Reservation and Registration of Shares, Etc. The Company
covenants and agrees as follows:

Section 6. Antidilution Provisions.

<PAGE>

6.8 Adjustment to Warrant. The form of this Warrant need not be changed
because of any adjustment made pursuant to this Section 6.

<PAGE>

(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times;

(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act; and

Section 10. Expiration of the Warrant. The obligations of the Company
pursuant to this Warrant shall terminate on the Expiration Date.

Section 11. Definitions. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:

<PAGE>

"Assignment Form" shall mean an instrument of transfer of a warrant in
the form annexed hereto as Exhibit B.

"Board of Directors" shall mean the Board of Directors of the Company
or any duly authorized committee thereof.

"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banks are required or authorized by law to close in The City
of New York, State of New York.

"By-laws" shall mean the Amended and Restated By-laws of the Company,
as the same may be amended and in effect from time to time.

"Certificate of Incorporation" shall mean the Amended and Restated
Certificate of Incorporation of the Company, as the same may be amended and
in effect from time to time.

"Common Stock" shall have the meaning specified on the first page of
this Warrant.

"Company" shall have the meaning specified on the first page of this
Warrant.

<PAGE>

"Exercise Form" shall mean a request to exercise this Warrant in the
form annexed hereto as Exhibit A.

"Exercise Price" shall have the meaning specified on the first page of
this Warrant.

"Expiration Date" shall have the meaning specified on the first page
of this Warrant.

"FCC" shall mean the Federal Communications Commission, or any
successor to such agency.

"Fundamental Transaction" shall mean any transaction or series of
related transactions by which the Company consolidates with or merges with
or into any other

<PAGE>

"Holder(s)" shall mean the holder(s) of the Series A Warrants and
holders of the Series B Warrants.

"HSR Act" shall mean the Hart-Scott-Rodino Antit