XO Concludes $200 Million Rights Offering; Chairman Carl Icahn Purchases in Excess of 7 million Shares in Offering

RESTON, Va.--(BUSINESS WIRE)--Jan. 6, 2004--XO Communications, Inc. (OTCBB:XOCM.OB) announced today that it has concluded its $200 million rights offering of 40 million shares of common stock at $5.00 per share. Preliminary figures show that approximately 39.7 million shares were purchased in the offering, yielding gross proceeds to XO of approximately $198.6 million. As stated in the offering materials, all of the proceeds will be used to reduce XO's outstanding debt. As soon as the figures and certain regulatory matters have been finalized, XO will distribute the shares purchased by those exercising rights.

Carl Grivner, XO's Chief Executive Officer, stated, "XO is extremely pleased at the results of the rights offering." Mr. Grivner noted that the Company had been given a large vote of confidence by its largest stockholder, Carl Icahn, whose companies purchased over 7 million shares for over $35 million. Mr. Grivner went on to say, "I remain confident that XO Communications will yield significant value and provide quality services for businesses. Our unrivaled network assets and strong balance sheet help to demonstrate XO's commitment to meeting the communications needs of businesses in both the near and long term. The investor confidence evidenced by the rights offering provides additional motivation to aggressively implement our business plan on all fronts." Mr. Icahn's entities will own in excess of 62% of XO's outstanding common stock after distribution of the rights shares.

The rights offering was mandated in the Company's Chapter 11 plan of reorganization pursuant to which it emerged from bankruptcy approximately one year ago.

XO Communications is a leading broadband telecommunications services provider offering a complete portfolio of telecommunications services, including: local and long distance voice, Internet access, Virtual Private Networking (VPN), Ethernet, Wavelength, Web Hosting and Integrated voice and data services.

XO Communications has assembled an unrivaled set of facilities-based broadband networks and Tier One Internet peering relationships in the United States. XO Communications currently offers facilities-based broadband telecommunications services within and between more than 60 markets throughout the United States.