XM Announces $199 Pioneer Universal Radio and Retail Rollout in Wal-Mart Stores

XM Satellite Radio Holdings
Inc. today reported financial and operating results for the
first quarter ended March 31, 2002.
The quarter was highlighted by robust
subscriber growth of approximately 175%; XM added 48,509 subscribers in the
quarter, more than doubling the number of subscribers and ending the quarter
with 76,242 total subscribers.
Revenue, EBITDA and EPS for the first quarter
exceeded the consensus Wall Street expectations.

During the quarter, XM announced arrangements with several automakers to
offer XM Radio in new cars.
They include Nissan, Infiniti, Volkswagen, Audi
and Isuzu.
Also during the quarter, XM Radio and DIRECTV announced a joint
marketing arrangement intended to drive XM subscriber growth and add value to
current DIRECTV subscribers.

First Quarter Financial and Operating Results

XM Radio commenced commercial operations in the fourth quarter of 2001.
For the three months ended March 31, 2002, XM reported consolidated revenue of
$1.8 million, EBITDA loss of ($75.9) million, and a consolidated net loss
available to common shareholders of ($117.7) million, or ($1.56) per share.
In comparison, for the three months ended March 31, 2001, XM had no
consolidated revenue, EBITDA loss of ($40.0) million, and a consolidated net
loss available to common shareholders of ($42.7) million, or ($0.80) per

XM Exceeds Expectations and Doubles Subscribers

During the first full quarter of nationwide service, XM Radio, America’s
leading satellite radio service, exceeded most Wall Street analysts
expectations in reporting 76,242 total subscribers as of March 31, 2002.
is an increase of 48,509 new subscribers, or 171%, over the fourth quarter
“XM remains on track to end the year with 350,000 subscribers and
expects to see an increase in the subscribers from new car sales with the
rollout of XM-factory installed radios in twenty-five GM 2003 automobile
XM continues to be one of the most successful consumer electronics
product launches of the last 20 years,” said XM President and CEO Hugh Panero.

Although the majority of XM subscriber additions have been through
consumer retail distribution, significant growth is expected from the
automotive sector when XM becomes available later this year in GM 2003 models,
including all models of the Cadillac and other popular brands such as Buick,
Chevrolet, GMC, Olds, and Pontiac.
In addition, XM will be available on
select models from Nissan, Infiniti, Volkswagen, Audi and Isuzu.

During the quarter, XM continued to receive recognition from the press and
trade publications.
Entertainment Weekly, America’s leading consumer magazine
of entertainment and popular culture, gave XM Radio a coveted “A” in its Feb.
22 Oscar Edition, raving “I think I’m in love” with XM’s revolutionary
Stephen Wildstrom, Business Week’s technology critic, wrote,
after experiencing XM in a GM Cadillac “I found the service a delight.”
addition, XM Radio drew awards from three top electronics and auto trade

XM Signs Agreements with Leading Automobile Manufacturers

XM recently announced agreements with several automakers to offer XM in
new cars.
Nissan announced it will offer XM as an option this coming fall on
2003 Infiniti and Nissan models.
These models include the Infiniti Q45
performance luxury sedan, the Infiniti G35, the Infiniti I35 luxury sedan
along with the Nissan Pathfinder sport-utility vehicle and the Nissan Murano
crossover SUV.
XM also announced it had signed a distribution agreement with
Volkswagen of America, Inc., which also encompasses Audi of America, to offer
satellite radio to Volkswagen and Audi customers in the United States in the
coming years.
Specific vehicle installation plans and timing will be
announced separately by Volkswagen and Audi.
Earlier in the quarter, XM
announced that participating Isuzu dealers will offer to install XM radios in
Axiom and Rodeo models beginning in May 2002.

GM announced in April that Cadillac will become the first automotive brand
to offer XM Satellite Radio on all its models.
Cadillac will offer XM on the
2003 model year DeVille, Seville, CTS, and Escalade family of vehicles.
addition, Cadillac will offer XM Radio as an option on the 2004 model year XLR
luxury roadster and an all-new entry in the mid luxury utility segment, the
Cadillac SRX.

In addition, by the end of Q1, XM had entered into arrangements with more
than 150 independent auto dealerships representing a broad range of
These dealers have committed to install XM radios in new and used
cars and to package the radio as part of the overall sale.

XM Announces Joint Marketing Arrangement with DIRECTV

XM Radio announced a joint marketing arrangement with DIRECTV, the
nation’s leading provider of digital satellite television entertainment.
agreement is designed to help drive XM subscriber growth by giving DIRECTV
satellite television customers a value-added offer for XM.
“DIRECTV customers
already understand the advantages that come with satellite entertainment —
programming variety, superior reception and great value,” said Hugh Panero,
XM’s president and CEO and Roxanne Austin, DIRECTV president and COO in a
joint statement.

XM Raised Additional Funds and Unveils Sound Quality Technology

Outside of the quarter, in April 2002, XM priced a public offering of
common stock and raised $154 million in gross funding, funding the company’s
current plan into the first quarter of 2003.
The company has now raised
approximately $1.8 billion in gross funding.

Also outside of the quarter, XM unveiled the details of its state-of-the-
art digital sound technology. It features customized CT-aacPlus audio encoding
with Neural Audio optimization — the combination provides superior sound
quality remarkably close to Compact Disc.

XM Announces $199 Pioneer XM Radio and Retail Rollout in Wal-Mart Stores

As part of our technological innovation, product enhancement and cost
reduction efforts, on May 1st retailers will begin offering the Pioneer
Universal Receiver which can adapt any car stereo system to receive XM with a
suggested price of $199.
This is a reduction of $50.
In addition, purchasers
of an XM ready head unit can now add the Pioneer XM Receiver unit with a
suggested price of $149, also a $50 reduction.
The XM antenna is priced
separately from $49 to $79.

XM’s first generation proven chipset technology went into production early
last fall.
Building on this success, XM’s second generation, lower cost
chipset, is on target for production in the fourth quarter of 2002.

In addition, XM Radio continues to build and improve on a robust retail
distribution network, now featuring approximately 5200 retail outlets and
expected to have over 6000 outlets by the end of the second quarter 2002.
Radio has initiated a retail distribution relationship with Wal-Mart stores
where they will be selling both Pioneer and Sony product lines.
The program
will launch as a pilot effort in 1000 of Wal-Mart’s 3000 outlets nationwide.

About XM Satellite Radio

XM will transform radio, an industry that has seen little technological
change since FM, almost 40 years ago.
XM is offering its 100 channels of
digital-quality, coast-to-coast sound for $9.99 a month.
manufacturers including Sony, Alpine and Pioneer are offering a broad array of
XM radios including universal models that will easily enable any existing car
stereo system to receive the XM service (Sony Plug-n-Play, Pioneer and Alpine
Universal Controllers), and new AM/FM/XM systems offering many other great

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.
XM has a distribution agreement with
General Motors to integrate XM radios into its vehicles commencing in 2001.
For more information, please visit XM’s web site: http://www.xmradio.com .

   EBITDA is not a defined term per GAAP, the definition is provided in the
 company's 10-K filed with the Securities and Exchange Commission on 3-19-02.
   Copies of the filing are available upon request from XM Radio's Investor
                            Relations Department.

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
continuing need for additional financing, as well as other risks described in
  XM Satellite Radio Holdings Inc.'s Form 8-K filed with the Securities and
   Exchange Commission on 4-8-2002. Copies of the filing are available upon
            request from XM Radio's Investor Relations Department.

    (in thousands, except subscriber
     and share amounts)

    Consolidated Statements of
    Operations Data                                   Three Months ended
                                                           March 31,
                                                   2002               2001

    Subscriber revenue                              1,389                -
    Ad sales revenue                                  455                -
       Less: National agency
        commissions                                   (64)               -
    Other revenue                                       5                -
         Total revenue                        $     1,785        $       -

    Operating expenses:
      Broadcasting operations:
         Content/programming costs                 (8,957)            (4,799)
         System operating costs                   (11,709)            (7,005)
         Customer care and
          billing operations                       (2,565)              (951)
      Sales and marketing                         (47,491)           (18,028)
      General and administrative                   (4,335)            (6,366)
      Research and development                     (2,810)            (2,983)
      Depreciation and amortization               (22,279)            (1,992)
         Total operating expenses             $  (100,146)       $   (42,124)

    Operating loss                                (98,361)           (42,124)

    Interest income                                 1,658              5,176
    Interest expense                              (15,999)               -
    Other income (expense), net                       452                -

    Net loss                                  $  (112,250)       $   (36,948)

    Series B preferred stock
     dividend requirement                            (941)              (941)
    Series C preferred stock
     dividend requirement                          (4,555)            (4,847)

    Net loss applicable to
     common stockholders                      $  (117,746)       $   (42,736)

    Net loss per share:
      - basic and diluted                     $     (1.56)       $     (0.80)

    Weighted average shares used in
      computing net loss per share
      - basic and diluted                      75,241,684         53,254,778

    Other data
      EBITDA                                  $   (75,875)       $   (40,007)
      XM subscriptions (end of period)             76,242                  0

                                                March 31,        December 31,
    Consolidated Balance Sheets Data              2002               2001

    Cash and cash equivalents                      52,296            182,497
    Short-term investments                         60,129             28,355
    Restricted investments                         51,041             72,759
    System under construction                      56,044             55,056
    Property and equipment
     in service, net                            1,064,602          1,066,191
    Total assets                                1,336,631          1,456,203
    Total long-term debt,
     net of current portion                       411,725            411,520
    Total liabilities                             521,574            529,552
    Stockholders' equity                          815,057            926,651