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XM Satellite Radio Holdings Inc. Announces First Quarter 2003 Results

Press Release From: XM Satellite Radio
Posted: Thursday, May 8, 2003

XM Satellite Radio Holdings Inc. today reported financial and operating results for the first quarter ended March 31, 2003. XM reports 483,075 subscribers as of March 31, 2003. This represented a net subscriber addition of 135,916 for the first quarter; a 39 percent increase from the fourth quarter 2002 and six times the subscribers from the first quarter of 2002. In April 2003, XM surpassed the half-million subscriber mark, commencing the Company's March To A Million subscribers campaign.

First Quarter Financial and Operating Results

For the first quarter of 2003, XM recognized revenue of $13.1 million, an increase of $11.3 million when compared to $1.8 million of revenue in the first quarter of 2002. EBITDA loss for the quarter was $(63.3) million, an improvement of $12.1 million as compared with $(75.4) million in the first quarter of 2002.

For the first quarter 2003, the consolidated net loss available to common shareholders was $(124) million, or $(1.26) per share (on weighted average shares of 98.7 million), as compared to $(117.7) million, or $(1.56) per share (on weighted average shares of 75.2 million), for the first quarter of 2002.

XM continues to make progress towards cash flow breakeven while ramping subscribers, reducing costs and achieving operational milestones. Cost Per Gross Addition (CPGA) for the first quarter 2003 was $156 per subscriber, driven in part by seasonally lower marketing expenses. CPGA for the first and fourth quarters of 2002 was $875 and $240, respectively. During the first quarter 2003, XM incurred an average subscriber acquisition cost (SAC) of $74. This compares to an average SAC of $127 for first quarter 2002 and $96 in the fourth quarter 2002.

At the end of the first quarter 2003, the Company had cash on hand of approximately $194 million, excluding restricted cash, and approximately $122 million of undrawn credit and equity funding facilities from General Motors, resulting in an aggregate liquidity position of $316 million.

XM Eliminates $137 Million of Debt and Preferred Stock and Raises Additional $50 Million in Equity Proceeds

Since the first of the year, the Company completed several privately negotiated de-leveraging transactions reducing XM's debt and preferred stock by approximately $137 million in principal amount at maturity (the accreted value of the liabilities eliminated is approximately $108 million). These debt and preferred stock transactions eliminate approximately $212 million in total future principal, interest, dividends and liquidation preference amounts due over the life of the securities. In addition, warrants to purchase 3.7 million shares of XM stock at $3.18 per share were eliminated in similar transactions.

During the first quarter and in April 2003, XM also raised approximately $50 million in cash proceeds under its Direct Stock Purchase Plan (DSPP), and used approximately $17 million in connection with these de-leveraging transactions.

As a result of the various transactions described above, the Company increased its net cash on hand by an additional $33 million in cash, eliminated $137 million face amount at maturity of its debt, preferred stock, and warrants, some portion of which were convertible into approximately 5.9 million shares, and increased the Company's total outstanding common stock to approximately 120 million shares.

XM Expands OEM Distribution Channel

The Company achieved another significant subscriber milestone in the quarter when, working collaboratively with GM, XM surpassed the 100,000 GM subscriber mark where XM radios are factory installed in the new car. The XM OEM distribution channel continues to grow beyond GM to include manufacturers such as Honda, Acura, Audi, Toyota and Infiniti. Across the 2003 and 2004 model years, XM will be available in 15 automobile brands spanning over 70 vehicle models.

Acura, a division of American Honda Motor Co. -- a strategic investor in XM, announced that both the 2004 Acura TL and RL would include XM Radio as a factory-installed standard feature. The 2004 Acura RL debuted recently as the first luxury sedan to feature XM as standard equipment.

Toyota announced that XM Radio would be offered as a dealer-installed option on Toyota's all-new 2004 Camry Solara coupe, which will begin arriving in U.S. showrooms during the summer. Toyota has previously announced it will offer XM in its new youth oriented Scion brand. The Camry Solara coupe represents the first mainstream Toyota-branded model to move forward with XM.

Finally, Audi also announced that, beginning in the summer, it would offer XM as an option on a wide range of 2004 models, including the A4, S4, A6, the A8L and the allroad quattro. This XM product offering by Audi is particularly significant in that these award winning cars will arrive at the dealer with a factory-installed satellite-ready "head unit" and satellite radio antenna; the dealer will then "snap-in" the XM receiver on-site.

Wal-Mart Roll-out End of May

XM continues to expand its aftermarket distribution network to include 2,100 Wal-Mart stores across the country that will sell the complete line of Delphi XM SKYFi radios. This roll-out is expected to be completed by the end of May, as Wal-Mart outfits its automotive sales and home electronics departments with XM displays and stocks XM products across the nation. XM product availability at the world's largest retailer significantly expands the Company's existing national retail network of Best Buy, Circuit City and other regional and independent electronics outlets.

XM Family Plan

XM's Family Plan has already generated positive results from both current and new subscribers. To date, approximately 5,000 new radios have been activated under the XM Family Plan at a monthly rate of $6.99. A recent survey conducted on XM's behalf by Greystone Communications reported that 58 percent of XM subscribers are likely to purchase an additional XM subscription under the Family Plan.

XM Introduces New Product for the PC Market

In pursuit of the Company's "XM Everywhere" goal, XM has just introduced XM PCR, the first satellite radio product allowing any personal computer or laptop to be transformed into an XM radio receiver. XM PCR, with a suggested retail price of $69.95, is the perfect "music and news companion" for the PC user in the home or at the office. With its unique features and advanced functionality, XM PCR listeners can experience our rich programming content in digital quality sound without the buffering delays, reduced PC processing speed and heavy bandwidth requirements which characterize the Internet- delivered radio and music marketplace.

XM PCR is available for direct purchase from the online retailer PC Connection through XM's website at xmpcr.xmradio.com.

About XM Satellite Radio

XM is transforming radio with a programming lineup featuring 101 coast-to- coast digital channels: 70 music channels, more than 35 of them commercial- free, from hip hop to opera, classical to country, bluegrass to blues; and 31 channels of sports, talk, children's and other entertainment programming. XM's strategic investors include America's leading car, radio and satellite TV companies -- General Motors, American Honda Motor Co. Inc., Clear Channel Communications and DIRECTV. For more information, please visit XM's web site: www.xmradio.com.

Net loss before interest income, interest expense, depreciation and amortization is commonly referred to in our business as "EBITDA." EBITDA is not a measure of financial performance under generally accepted accounting principles. A reconciliation of EBITDA loss is presented on the attachment. We believe EBITDA is often a useful measure of a company's operating performance and is a significant basis used by our management to measure the operating performance of our business. Because we have funded and completed the build-out of our system through the raising and expenditure of large amounts of capital, our results of operations reflect significant charges for depreciation, amortization and interest expense. EBITDA, which excludes this information, provides helpful information about the operating performance of our business, apart from the expense associated with our physical plant or capital structure. EBITDA is frequently used as one of the bases for comparing businesses in our industry, although our measure of EBITDA may not be comparable to similarly titled measures of other companies. EBITDA does not purport to represent operating loss or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as an alternative to those measurements as an indicator of our performance.

Factors that could cause actual results to differ materially from those in the forward-looking statements in this press release include demand for the Company's service, the Company's dependence on third party vendors, its potential need for additional financing, as well as other risks described in XM Satellite Radio Holdings Inc.'s Form 10-K filed with the Securities and Exchange Commission on 3-31-03. Copies of the filing are available upon request from XM Radio's Investor Relations Department.

                      XM Satellite Radio Holdings, Inc.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
              (in thousands, except share and per share amounts)

                                                    Three Months ended
                                                         March 31,
    (Unaudited)                                   2003                 2002

      Revenue:
       Subscriber:
        Subscription                        $    11,590          $     1,365
        Activation & equipment                      887                   24
       Total subscriber revenue                  12,477                1,389

       Net ad sales                                 448                  391

       Royalties & other                            127                    5
      Total revenue                              13,052                1,785

      Operating expenses:

       Cost of revenue:  (excludes
        depreciation and amortization,
        shown below)
        Revenue share & royalties and
         cost of equipment:
         Revenue share & royalties                3,883                  612
         Cost of equipment                        1,113                    -
        Total revenue share & royalties
         and cost of equipment                    4,996                  612

        Ad sales                                    437                  167
        Customer care & billing                   4,842                2,487

        Satellite & terrestrial                  12,571               10,478
        Broadcast & operations:
         Broadcast                                2,566                1,741
         Operations                               2,766                2,482
        Total broadcast & operations              5,332                4,223
        Programming & content                     4,787                6,024

       Total cost of revenue                     32,965               23,991

       Research & development
        (excludes depreciation and
        amortization, shown below)                2,467                2,324
       General & administrative                   9,019                5,015

       Marketing:
        Retention & support                       4,914                2,897
        Subsidies & distribution                 11,722                9,561
        Advertising & marketing                  11,349               33,127
         Marketing                               27,985               45,585
        Amortization of GM liability              7,626                  745
       Total marketing                           35,611               46,330

       Depreciation & amortization               39,760               22,486

      Total operating expenses                  119,822              100,146

      Operating loss                           (106,770)             (98,361)

      Interest income                               552                1,658
      Interest expense                          (23,799)             (15,999)
      Other income (expense)                      3,735                  452

      Net loss                                 (126,282)            (112,250)

      8.25% Series B and C preferred
       stock dividend requirement                (5,002)              (5,496)
      Series B preferred stock
       conversion gain                            7,273                    -

      Net Loss attributable to
       common stockholders                  $  (124,011)         $  (117,746)

      Basic and diluted net loss
       per share:                           $     (1.26)         $     (1.56)
      Weighted average shares used in
       computing net loss per share -
       basic and diluted                     98,654,290           75,241,684

      Reconciliation of Net Loss to EBITDA:
       Net loss as reported                 $  (126,282)         $  (112,250)
       Add back non-EBITDA items
        included in net loss:
        Interest income                            (552)              (1,658)
        Interest expense                         23,799               15,999
        Depreciation & amortization              39,760               22,486

      EBITDA                                $   (63,275)         $   (75,423)

    SELECTED OPERATING METRICS (actual
     dollars, except EBITDA is in the
     thousands)

      EBITDA                                $   (63,275)         $   (75,423)

      Ending Subscribers                        483,075               76,242
      Net Subscriber Additions                  135,916               48,509

      Subscription Revenue per Average
       Subscriber                           $      9.34          $      9.27
      Net Ad Sales per Average
       Subscriber                           $      0.36          $      2.65
      Total Revenue per Average
       Subscriber                           $     10.52          $     12.12

      Cost Per Gross Addition (CPGA)        $       156          $       875
      Subscriber Acquisition Costs (SAC)    $        74          $       127


                                              As of                 As of
    SELECTED BALANCE SHEET DATA             03/31/2003           12/31/2002
     (in thousands)

      Cash and cash equivalents             $   193,492          $    32,818
      Short-term investments                          -                9,997
      Restricted investments                     11,999               29,742
      System under construction                  55,016               55,016
      Property and equipment in
       service, net                             810,030              847,936
      Intangibles, net                          150,579              153,732
      Total assets                            1,371,830            1,160,280
      Total long-term debt, net of
       current portion                          631,513              412,540
      Total liabilities                         763,859              567,969
      Stockholders equity                       607,971              592,311

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