UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, 2009
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-31945

THE DIRECTV GROUP, INC.
(Exact name of registrant as specified in its charter)


DELAWARE		52-1106564
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2230 East Imperial Highway El Segundo, California		90245
(Address of principal executive offices)		(Zip Code)

(310) 964-5000
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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 ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of November 2, 2009, the registrant had 956,857,067 shares of common stock outstanding.

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THE DIRECTV GROUP, INC.

TABLE OF CONTENTS

			Page No.

Part I—Financial Information (Unaudited)
	Item 1. Financial Statements
		Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2009 and 2008	2
		Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008	3
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008	4
		Notes to the Consolidated Financial Statements	5
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		26
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		50
	Item 4. Controls and Procedures		50
Part II—Other Information
	Item 1. Legal Proceedings		51
	Item 1A. Risk Factors		51
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		52
	Item 6. Exhibits		52
Signature			54

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THE DIRECTV GROUP, INC.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

			Three Months Ended September 30,						Nine Months Ended September 30,

			2009			2008			2009			2008
			(Dollars in Millions, Except Per Share Amounts)
Revenues			$	5,465		$	4,981		$	15,584		$	14,379
Operating costs and expenses
	Costs of revenues, exclusive of depreciation and amortization expense
		Broadcast programming and other		2,271			2,072			6,404			5,894
		Subscriber service expenses		406			339			1,126			952
		Broadcast operations expenses		87			97			254			276
	Selling, general and administrative expenses, exclusive of depreciation and amortization expense
		Subscriber acquisition costs		699			624			2,076			1,780
		Upgrade and retention costs		277			268			819			745
		General and administrative expenses		377			329			1,086			941
	Depreciation and amortization expense			663			594			2,008			1,675

Total operating costs and expenses				4,780			4,323			13,773			12,263

Operating profit				685			658			1,811			2,116
Interest income				9			27			25			64
Interest expense				(101	)		(103	)		(304	)		(248	)
Other, net				10			11			67			29

Income before income taxes				603			593			1,599			1,961
Income tax expense				(219	)		(195	)		(585	)		(712	)

Net income				384			398			1,014			1,249
Less: Net income attributable to noncontrolling interest				(18	)		(35	)		(40	)		(60	)

Net income attributable to The DIRECTV Group, Inc.			$	366		$	363		$	974		$	1,189

Basic earnings attributable to The DIRECTV Group, Inc. per common share			$	0.38		$	0.33		$	0.97		$	1.05

Diluted earnings attributable to The DIRECTV Group, Inc. per common share			$	0.37		$	0.33		$	0.97		$	1.05

Weighted average number of common shares outstanding (in millions)
	Basic			973			1,106			999			1,131
	Diluted			977			1,111			1,003			1,136

The accompanying notes are an integral part of these Consolidated Financial Statements.

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THE DIRECTV GROUP, INC.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

			September 30, 2009			December 31, 2008

			(Dollars in Millions, Except Per Share Amounts)
ASSETS
Current assets
	Cash and cash equivalents		$	3,293		$	2,005
	Accounts receivable, net of allowances of $72 and $50			1,458			1,423
	Inventories			234			192
	Deferred income taxes			48			68
	Prepaid expenses and other			443			356

		Total current assets		5,476			4,044
Satellites, net				2,364			2,476
Property and equipment, net				4,153			4,171
Goodwill				3,811			3,753
Intangible assets, net				952			1,172
Investments and other assets				871			923

		Total assets	$	17,627		$	16,539

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable and accrued liabilities		$	3,171		$	3,115
	Unearned subscriber revenues and deferred credits			526			362
	Current portion of long-term debt			572			108

		Total current liabilities		4,269			3,585
Long-term debt				6,591			5,725
Deferred income taxes				723			524
Other liabilities and deferred credits				1,625			1,749
Commitments and contingencies
Redeemable noncontrolling interest				325			325
Stockholders' equity
	Common stock and additional paid-in capital—$0.01 par value, 3,000,000,000 shares authorized; 958,101,752 shares and 1,024,182,043 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively			7,834			8,318
	Accumulated deficit			(3,665	)		(3,559	)
	Accumulated other comprehensive loss			(75	)		(128	)

		Total stockholders' equity		4,094			4,631

		Total liabilities and stockholders' equity	$	17,627		$	16,539

The accompanying notes are an integral part of these Consolidated Financial Statements.

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THE DIRECTV GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

					Nine Months Ended September 30,

					2009			2008
					(Dollars in Millions)
Cash Flows From Operating Activities
	Net income				$	1,014		$	1,249
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				2,008			1,675
		Amortization of deferred revenues and deferred credits				(38	)		(75	)
		Share-based compensation expense				39			37
		Dividends received				69			35
		Net foreign currency transaction gain				(57	)		—
		Deferred income taxes				311			101
		Other				2			(6	)
		Change in other operating assets and liabilities:
			Accounts receivable, net			30			137
			Inventories			(34	)		(37	)
			Prepaid expenses and other			(61	)		(70	)
			Accounts payable and accrued liabilities			(174	)		(412	)
			Unearned subscriber revenue and deferred credits			147			136
			Other, net			(58	)		51

				Net cash provided by operating activities		3,198			2,821

Cash Flows From Investing Activities
	Cash paid for property and equipment					(1,508	)		(1,480	)
	Cash paid for satellites					(40	)		(92	)
	Investment in companies, net of cash acquired					(30	)		(203	)
	Other, net					11			37

				Net cash used in investing activities		(1,567	)		(1,738	)

Cash Flows From Financing Activities
	Cash proceeds from debt issuance					1,990			2,490
	Debt issuance costs					(12	)		(19	)
	Repayment of long-term debt					(661	)		(35	)
	Repayment of other long-term obligations					(85	)		(92	)
	Capital contribution					—			160
	Common shares repurchased and retired					(1,613	)		(1,790	)
	Stock options exercised					33			100
	Excess tax benefit from share-based compensation					5			8

				Net cash (used in) provided by financing activities		(343	)		822

Net increase in cash and cash equivalents						1,288			1,905
Cash and cash equivalents at beginning of the period						2,005			1,083

Cash and cash equivalents at end of the period					$	3,293		$	2,988

Supplemental Cash Flow Information
	Cash paid for interest				$	274		$	201
	Cash paid for income taxes					311			568

The accompanying notes are an integral part of these Consolidated Financial Statements.

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THE DIRECTV GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Basis of Presentation

The DIRECTV Group, Inc., which we sometimes refer to as The DIRECTV Group, company, we or us, is a leading provider of digital television entertainment in the United States and Latin America through our DIRECTV U.S. and DIRECTV Latin America, or DTVLA, business units. DIRECTV U.S. is comprised of DIRECTV Holdings LLC and its subsidiaries. DTVLA is comprised of PanAmericana, which provides services in Venezuela, Argentina, Chile, Colombia, Puerto Rico and certain other countries in the region through our wholly-owned subsidiary, DIRECTV Latin America, LLC, or DLA LLC; our 74% owned subsidiary Sky Brasil Servicos Ltda., which we refer to as Sky Brazil; and our 41% equity method investment in Innova, S. de R.L. de C.V., or Sky Mexico.

On February 27, 2008, Liberty Media Corporation, or Liberty Media and News Corporation completed a transaction in which Liberty Media acquired News Corporation's approximately 41% interest in us. Currently, Liberty Media owns approximately 57% of our outstanding common stock, however Liberty Media has agreed generally to limit its voting rights to approximately 47.9%.

We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial reporting. In the opinion of management, all adjustments (consisting only of normal recurring items) that are necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on February 27, 2009, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the SEC on May 8, 2009 and for the quarter ended June 30, 2009 filed with the SEC on August 7, 2009 and all of our other filings, including Current Reports on Form 8-K, filed with the SEC after such date and through the date of this report.

Note 2: Liberty Entertainment Inc. Merger Transaction

On May 3, 2009, The DIRECTV Group, Liberty Media, Liberty Entertainment, Inc., or LEI, and certain subsidiaries of The DIRECTV Group entered into an agreement and plan of merger, which we refer to as the "merger agreement", which, if consummated, will result in the creation of a new public holding company named "DIRECTV" which we refer to as "Holdings", that will own The DIRECTV Group and LEI. Holdings will be owned by the holders of The DIRECTV Group common stock and the holders of LEI common stock immediately prior to the mergers contemplated by the merger agreement.

As a necessary step to the mergers contemplated by the merger agreement, Liberty Media is planning to execute a split-off transaction that would result in the redemption of 90% of the outstanding shares of both series of its Liberty Entertainment common stock in exchange for all of the outstanding shares of two series of common stock of LEI. LEI will hold Liberty Media's entire interest in The DIRECTV Group (currently approximately 57%), 100% of Liberty Sports Holdings LLC, 65% of Game Show Network, LLC and approximately $80 million in cash and cash equivalents, together with approximately $2 billion of indebtedness and a related equity collar. The split-off transaction is conditioned on the approval of the holders of Liberty's Liberty Entertainment common stock.

The merger agreement provides for two mergers that would result in The DIRECTV Group and LEI becoming wholly owned subsidiaries of Holdings. In the DIRECTV merger, The DIRECTV

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THE DIRECTV GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Group common stockholders (other than direct or indirect subsidiaries of LEI) will receive one share of Holdings Class A common stock for each share of common stock of The DIRECTV Group that they own. In the LEI merger, holders of outstanding shares of LEI Series A common stock and LEI Series B common stock (other than LEI or Holdings) will receive a number of shares of Holdings Class A common stock equal to the LEI exchange ratio for each share of LEI common stock that they own. The LEI exchange ratio is a fixed exchange ratio equal to 1.11111 shares of Holdings common stock for each share of LEI common stock, subject to certain adjustments as provided in the merger agreement.

After completion of the split-off, John C. Malone (the Chairman of The DIRECTV Group and Liberty Media), his wife and certain trusts for the benefit of their children, collectively the "Malones", will own approximately 92% of the LEI Series B common stock. Immediately prior to the mergers, the Malones, pursuant to a voting and right of first refusal agreement, will exchange each of their shares of LEI Series B common stock for a number of shares of Holdings Class B common stock equal to the number of shares of LEI Series B common stock multiplied by the LEI exchange ratio. Holdings Class B common stock will have fifteen votes per share and certain limited consent rights and will not be publicly traded, and Holdings Class A common stock will have one vote per share and is expected to be listed on the NASDAQ National Market System. Upon completion of the mergers, the Malones will be the only holders of Holdings Class B common stock.

Holders of certain equity awards of LEI, including stock options and stock appreciation rights, or SARs, will receive equity awards of Class A common stock of Holdings based on the LEI exchange ratio.

The mergers will be accounted for using the acquisition method of accounting pursuant to the accounting standards for business combinations. The DIRECTV Group will be treated as the acquiring corporation for accounting and financial reporting purposes, accordingly it is anticipated that the historical financial statements of The DIRECTV Group will become the historical financial statements of Holdings. Under the business combination accounting standards, the acquisition date fair value of consideration paid by The DIRECTV Group for LEI (excluding its investment in The DIRECTV Group) will be allocated to LEI's other tangible and intangible assets acquired and liabilities assumed based on their estimated acquisition date fair values, with any excess being treated as goodwill. The assets, liabilities and results of operations of LEI will be consolidated into the assets, liabilities and results of operations of Holdings as of the acquisition date, the closing date of the mergers.

Costs incurred to complete the transaction, including legal, accounting, financial printing and investment banking fees, will be expensed as incurred. The exchange ratio of LEI common stock to The DIRECTV Group common stock was determined in a manner such that LEI stockholders as a group will receive a premium in the form of a larger economic interest in Holdings than would have been otherwise determined based on the relative fair values of The DIRECTV Group and LEI. This premium, calculated as the fair value of the economic interest to be distributed to LEI stockholders in excess of the fair value of the assets and liabilities of LEI, will be expensed as a disproportionate distribution upon completion of the mergers. In addition, as part of the mergers, Holdings will grant common stock options and SARs to replace the stock based awards of LEI. Pursuant to business combination accounting standards, any incremental fair value of the replacement awards over the fair value of the replaced LEI awards must also be expensed. Had the merger been completed on September 30, 2009, we estimate that Holdings would have recorded an expense of approximately $289 million on that date for the costs of the transaction, the premium to LEI stockholders, and the

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THE DIRECTV GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

incremental fair value of the stock based awards. However, we anticipate the actual amounts to be recorded will change as they will be determined based on acquisition date fair values.

Since many of the LEI replacement stock based awards are held by individuals who will remain employees of Liberty Media and not become employees of Holdings, they will be reported as a liability at fair value by Holdings in accordance with accounting standards for non-employee awards. Also, Holdings will continue to account for derivative financial instruments of the equity collar acquired as a result of the mergers as a net asset or liability at fair value. Adjustments to the fair values of the stock based awards and the equity collar each reporting period will be recorded in non-operating earnings in the consolidated statements of operations of Holdings.

The financial and other information regarding The DIRECTV Group contained in this Quarterly Report on Form 10-Q does not give effect to or make any adjustment for these transactions.

For additional information regarding the proposed merger transactions, refer to Amendment No. 5 to Holdings' Registration Statement on Form S-4 filed with the SEC on October 20, 2009, which has been declared effective. Assuming the receipt of the requisite stockholder approvals and satisfaction of all other conditions, the proposed transactions are expected to close after the meetings of the respective stockholders of Liberty Media and The DIRECTV Group to be held on November 19, 2009.

Note 3: Accounting Changes and New Accounting Standards

Accounting Changes

On January 1, 2009 we adopted new accounting standards for the accounting and reporting of noncontrolling interests in subsidiaries, also known as minority interests, in consolidated financial statements. The new standards also provide guidance on accounting for changes in the parent's ownership interest in a subsidiary and establishes standards of accounting for the deconsolidation of a subsidiary due to the loss of control. Reporting entities must now present certain noncontrolling interests as a component of equity and present net income and consolidated comprehensive income attributable to the parent and the noncontrolling interest separately in the consolidated financial statements. These new standards are required to be applied prospectively, except for the presentation and disclosure requirements, which must be applied retrospectively for all periods presented. As a result of our adoption of these standards, "Net income" in the Consolidated Statements of Operations now includes net income attributable to noncontrolling interest as compared to the previous presentation, where net income attributable to the noncontrolling interest was deducted in the determination of net income. Additionally, the Consolidated Statements of Cash Flows are now presented using net income as calculated pursuant to the new accounting requirements.

On January 1, 2009 we adopted the revisions made by the SEC to accounting standards regarding the financial statement classification and measurement of equity securities that are subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. The revisions to the accounting guidance require that redeemable noncontrolling interests, such as Globo Comunicacoes e Participacoes S.A.'s, or Globo's, redeemable noncontrolling interest in Sky Brazil described in Note 6 of the Notes to the Consolidated Financial Statements that are redeemable at the option of the holder be recorded outside of permanent equity at fair value, and the redeemable noncontrolling interests be adjusted to their fair value at each balance sheet date. Adjustments to the carrying amount of a redeemable noncontrolling interest are recorded to retained earnings (or additional paid-in-capital in the absence of retained earnings). As a result of the adoption of this

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THE DIRECTV GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

accounting requirement, we have reported Globo's redeemable noncontrolling interest in Sky Brazil in "Redeemable noncontrolling interest" at fair value in the Consolidated Balance for each period presented. See Note 9 of the Notes to the Consolidated Financial Statements for additional information.

The following tables present the changes to previously reported amounts in our Consolidated Balance Sheets as a result of the adoption of the revised guidance:

December 31, 2008	As Originally Reported		As Adjusted		Effect of Change

	(Dollars in Millions)
Redeemable noncontrolling interest	$	103	$	325	$	222
Common stock and additional paid in capital		8,540		8,318		(222	)
Total stockholders' equity		4,853		4,631		(222	)

September 30, 2008	As Originally Reported		As Adjusted		Effect of Change

	(Dollars in Millions)
Redeemable noncontrolling interest	$	71	$	300	$	229
Common stock and additional paid in capital		9,038		8,809		(229	)
Total stockholders' equity		5,925		5,696		(229	)

December 31, 2007	As Originally Reported		As Adjusted		Effect of Change

	(Dollars in Millions)
Redeemable noncontrolling interest	$	11	$	300	$	289
Common stock and additional paid in capital		9,318		9,029		(289	)
Total stockholders' equity		6,302		6,013		(289	)

On January 1, 2009 we adopted a new business combination accounting standard that requires the acquiring entity in a business combination to record 100% of all assets and liabilities acquired, including goodwill and any non-controlling interest, generally at their fair values for all business combinations, whether partial, full or step acquisitions. Under the new standard, certain contingent assets and liabilities, as well as contingent consideration, are also required to be recognized at fair value on the date of acquisition and acquisition-related transaction and restructuring costs will be expensed. Additionally, disclosures are required describing the nature and financial effect of the business combination and the standard also changes the accounting for certain income tax assets recorded in purchase accounting. The adoption of the new accounting requirements as required, on January 1, 2009, changed the way we account for adjustments to deferred tax asset valuation allowances recorded in purchase accounting for prior business combinations so that adjustments to these deferred tax asset valuation allowances will no longer be recorded to goodwill but rather adjustments will be recorded in "Income tax expense" in the Consolidated Statements of Operations. Additionally, the adoption of the new accounting guidance changed the accounting for all business combinations we consummate after January 1, 2009.

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THE DIRECTV GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Sky Brazil Functional Currency

Based on cumulatively significant changes in economic facts and circumstances, we have determined that the local Brazilian currency should be the functional currency of Sky Brazil for purposes of financial statement translation beginning in the second quarter of 2009. As a result of this change in functional currency, on April 1, 2009 we recorded a $165 million decrease to previously reported values for nonmonetary assets and a $53 million increase in our related deferred income tax assets and liabilities, and an offsetting $112 million decrease to the "Cumulative translation adjustment", a component of "Accumulated other comprehensive loss" in stockholders' equity in the Consolidated Balance Sheets. In addition, as a result of this change in functional currency, changes in exchange rates will result in gains or losses, which will be recorded in "Other, net" in the Consolidated Statements of Operations related to the revaluation of U.S. dollar denominated monetary assets and liabilities, such as cash deposits, notes payable and capital lease obligations held by Sky Brazil. During the third quarter of 2009, we recorded a net foreign currency transaction gain of $19 million in "Other, net" in the Consolidated Statements of Operations related to U.S. dollar denominated monetary assets and liabilities held by Sky Brazil. During the nine months ended September 30, 2009, we recorded a net foreign currency transaction gain of $57 million in "Other, net" in the Consolidated Statements of Operations related to U.S. dollar denominated monetary assets and liabilities held by Sky Brazil.

New Accounting Standards

In June 2009, the Financial Accounting Standards Board, or FASB, issued revisions to consolidation accounting standards for variable interest entities, or VIEs. The new standard replaces the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity. Instead, the new approach is qualitative and focused on identifying which enterprise has the power to direct the activities of a VIE that most significantly impact the entity's performance and (1) the obligation to absorb the losses of an entity or (2) the right to receive benefits from the entity. As a result of the changed requirements, it is possible that an entity's previous assessment of a VIE will change, and the standard now requires ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE. Disclosure requirements under the new standard have been enhanced, and now include disclosure of the method the entity used to determine whether they are the primary beneficiary of the VIE. We do not expect the adoption of these changes to have an effect on our consolidated results of operations and financial position, when adopted, as required, on January 1, 2010.

In September 2009, the FASB approved a revised standard for revenue arrangements with multiple deliverables. Under the revised standard, the criteria for determining whether a deliverable should be considered a separate unit of accounting has changed to remove a limitation for separation to only items with objective and reliable evidence of fair value. Instead, the revised standard allows entities to use the "best estimate of selling price" in addition to third-party evidence or actual selling prices for determining the fair value of a deliverable. The standard also includes additional disclosure requirements for revenue arrangements for multiple deliverables. We currently do not expect the adoption of the revised standard to have an effect on our consolidated results of operations and financial position, when adopted, as required, on January 1, 2011.

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THE DIRECTV GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Note 4: Goodwill and Intangible Assets

The changes in the carrying amounts of goodwill at each of our segments for the nine months ended September 30, 2009 were as follows:

		DIRECTV U.S.			DIRECTV Latin America		Total

		(Dollars in Millions)
Balance as of December 31, 2008		$	3,189		$	564	$	3,753
Sky Brazil foreign currency translation adjustment			—			80		80
Purchase or acquisition accounting adjustments:
	New acquisitions		24			—		24
	Finalization of prior acquisitions		(46	)		—		(46	)

Balance as of September 30, 2009		$	3,167		$	644	$	3,811

The following table sets forth the amounts recorded for intangible assets as of the periods presented:

		Estimated Useful Lives (years)		September 30, 2009						December 31, 2008

		Estimated Useful Lives (years)		Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
		(Dollars in Millions)
Orbital slots			Indefinite	$	432			$	432	$	432			$	432
72.5 WL Orbital license			5		208	$	198		10		208	$	171		37
Subscriber related			5-10		1,763		1,474		289		1,697		1,255		442
Dealer network			15		130		86		44		130		79		51
Trade name and other			10-20		109		13		96		102		9		93
Distribution rights			7		334		253		81		334		217		117

	Total intangible assets			$	2,976	$	2,024	$	952	$	2,903	$	1,731	$	1,172

The following table sets forth amortization expense for intangible assets for each of the periods presented:

	Three Months Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008
	(Dollars in Millions)
Amortization expense	$	86	$	103	$	293	$	309

Estimated amortization expense for intangible assets in each of the next five years and thereafter is as follows: $59 million in the remainder of 2009; $170 million in 2010; $114 million in 2011; $68 million in 2012; $23 million in 2013; and $86 million thereafter.

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THE DIRECTV GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Note 5: Borrowings

The following table sets forth our outstanding borrowings:

				September 30, 2009			December 31, 2008

				(Dollars in Millions)
8.375% senior notes due in 2013		8.375	%	$	327		$	910
4.750% senior notes due in 2014, net of unamortized discount of $3 million as of September 30, 2009		4.750	%		997			—
6.375% senior notes due in 2015		6.375	%		1,000			1,000
7.625% senior notes due in 2016		7.625	%		1,500			1,500
5.875% senior notes due in 2019, net of unamortized discount of $7 million as of September 30, 2009		5.875	%		993			—
Senior secured credit facility, net of unamortized discount of $7 million as of September 30, 2009 and $9 million as of December 31, 2008		3.090	%		2,344			2,421
Unamortized bond premium		—			2			2

	Total debt				7,163			5,833
Less: Current portion of long-term debt					(572	)		(108	)

	Long-term debt			$	6,591		$	5,725

All of the senior notes and the senior secured credit facility were issued by DIRECTV U.S. The senior secured credit facility is secured by substantially all of DIRECTV U.S.' assets.

The 8.375% senior notes, 6.375% senior notes and the 7.625% senior notes have been registered under the Securities Act of 1933, as amended, are unsecured and have been fully and unconditionally guaranteed, jointly and severally, by substantially all of DIRECTV U.S.' subsidiaries. Principal on the senior notes is payable upon maturity, while interest is payable semi-annually.

2009 Financing Transactions

On September 22, 2009, DIRECTV U.S. issued $1,000 million in five-year 4.750% senior notes due in 2014 at a 0.3% discount resulting in $997 million of proceeds and $1,000 million in 10 year 5.875% senior notes due in 2019 at a 0.7% discount resulting in $993 million of proceeds in private placement transactions. Principal on these senior notes is payable upon maturity, while interest is payable semi-annually commencing April 1, 2010. We incurred $14 million of debt issuance costs in connection with these transactions. The senior notes have been fully and unconditionally guaranteed, jointly and severally, by substantially all of DIRECTV U.S.' current and certain of its future domestic subsidiaries on a senior unsecured basis. Pursuant to a registration rights agreement with the initial purchasers of the senior notes, DIRECTV U.S. has agreed to use its reasonable best efforts to cause to become effective a registration statement, whereby all holders of the original notes can elect to exchange their existing notes for registered notes with identical terms, except that the registered notes will be registered under the Securities Act of 1933, as amended and will not bear the legends restricting their transfer. We expect to complete the registration process of these senior notes within several months.

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(Unaudited)

On September 22, 2009, DIRECTV U.S. purchased, pursuant to a tender offer, $583 million of its then outstanding $910 million 8.375% senior notes at a price of 103.125% plus accrued and unpaid interest, for a total of $603 million. On September 23, 2009, DIRECTV U.S. exercised its right to redeem the remaining $327 million of the 8.375% senior notes at a price of 102.792% plus accrued and unpaid interest. DIRECTV U.S. redeemed the remaining 8.375% senior notes on October 23, 2009 for a total of $339 million.

The partial redemption of our 8.375% senior notes resulted in a third quarter of 2009 pre-tax charge of $23 million, $14 million after tax, of which $18 million resulted from the premium paid for redemption of our 8.375% senior notes and $5 million resulted from the write-off of deferred debt issuance and other transaction costs. The charge was recorded in "Other, net" in our Consolidated Statements of Operations.

The following table sets forth the approximate fair value of our senior notes as of:

	September 30, 2009		December 31, 2008

	(Dollars in Millions)
8.375% senior notes due in 2013	$	337	$	904
4.750% senior notes due in 2014		1,003		—
6.375% senior notes due in 2015		1,016		911
7.625% senior notes due in 2016		1,608		1,451
5.875% senior notes due in 2019		997		—

We calculated the fair values based on quoted market prices of our senior notes, which is a Level 1 input under the accounting guidance for measuring fair value, on those dates.

Our notes payable and senior secured credit facility mature as follows: $356 million in the remainder of 2009 (including the $327 million of principal remaining on the 8.375% senior notes redeemed in October 2009), $308 million in 2010, $108 million in 2011, $20 million in 2012, $1,886 million in 2013 and $4,500 million thereafter. These amounts do not reflect potential prepayments that may be required under our senior secured credit facility, which could result from a computation that we are required to make at each year end under the credit agreement. We were not required to make a prepayment for the year ended December 31, 2008 and do not currently expect to be required to make a prepayment for the year ending December 31, 2009. The amount of interest accrued related to our outstanding debt was $71 million at September 30, 2009 and $45 million at December 31, 2008.

Covenants and Restrictions. The senior secured credit facility requires DIRECTV U.S. to comply with certain financial covenants. The senior notes and the senior secured credit facility also include covenants that restrict DIRECTV U.S.' ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another entity, (vi) sell, assign, lease or otherwise dispose of all or substantially all of its assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions as provided in the credit agreement and senior notes indentures. Should DIRECTV U.S. fail to comply with these covenants, all or a portion of its borrowings under the senior notes and senior secured credit facility could become immediately payable and its revolving credit facility could be terminated. At September 30, 2009, DIRECTV U.S. was in compliance with all such covenants. The senior notes and senior secured credit

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

facility also provide that the borrowings may be required to be prepaid if certain change-in-control events occur.

Note 6: Commitments and Contingencies

Commitments

At September 30, 2009, our minimum payments under agreements to purchase broadcast programming, and the purchase of services that we have outsourced to third parties, such as billing services, and satellite telemetry, tracking and control, satellite construction and launch contracts and broadcast center services aggregated $8,541 million, payable as follows: $457 million in the remainder of 2009, $1,606 million in 2010, $1,625 million in 2011, $1,751 million in 2012, $1,357 million in 2013 and $1,745 million thereafter.

Contingencies

Puerto Rico Condition

In connection with approval by the Federal Communications Commission, or FCC, of the Liberty Media acquisition of News Corporation's ownership interest in us, the FCC imposed certain conditions related to attributable interests in two pay television operations: DIRECTV Puerto Rico and Liberty Cablevision of Puerto Rico Ltd. We refer to the FCC's requirements as the "Puerto Rico Condition". Because neither News Corporation nor Liberty Media could satisfy the Puerto Rico Condition, in connection with the close of that transaction, a special committee of independent directors of our Board of Directors approved an agreement with News Corporation and Liberty Media in which we assumed responsibility for the satisfaction, modification or waiver of the Puerto Rico Condition within the one year period specified by the FCC. As part of this agreement, during the first quarter of 2008, we received a $160 million cash capital contribution, which we recorded as "Additional paid-in-capital" in the Consolidated Balance Sheets.

In order to comply with terms of the FCC order, effective February 25, 2009, we placed the shares of DIRECTV Puerto Rico into a trust and appointed an independent trustee who will oversee the management and operation of DIRECTV Puerto Rico, and will have the authority, subject to certain conditions, to divest ownership of DIRECTV Puerto Rico. We continue to consolidate the results of DIRECTV Puerto Rico.

Redeemable Noncontrolling Interest

In connection with our acquisition of Sky Brazil in 2006, our partner, Globo, who holds the remaining 25.9% interest, was granted the right, until January 2014, to require us to purchase all or a portion (but not less than half) of its shares in Sky Brazil. Upon exercising this right, the fair value of Sky Brazil shares will be determined, by mutual agreement or by an outside valuation expert, and we have the option to elect to pay for the Sky Brazil shares in cash, shares of our common stock or a combination of both. As of September 30, 2009, we estimate that Globo's 25.9% equity interest in Sky Brazil has a fair value of approximately $325 million to $450 million. We determined the range of fair values using significant unobservable inputs, which are Level 3 inputs under accounting guidance for measuring fair value and further determined that $325 million was our best estimate of fair value in that range. As a result of our adoption of new accounting standards for the accounting and reporting of noncontrolling interest in subsidiaries, discussed above in "Accounting Changes and New Accounting

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(Unaudited)

Standards", we now account for the redeemable noncontrolling interest at fair value in the Consolidated Balance Sheets.

Litigation

Litigation is subject to uncertainties and the outcome of individual litigated matters is not predictable with assurance. Various legal actions, claims and proceedings are pending against us arising in the ordinary course of business. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. Some of the matters may involve compensatory, punitive, or treble damage claims, or demands that, if granted, could require us to pay damages or make other expenditures in amounts that could not be estimated at September 30, 2009. After discussion with counsel representing us in those actions, it is the opinion of management that such litigation is not expected to have a material adverse effect on our consolidated results of operations or financial position.

Finisar Corporation. As previously reported, we filed a notice of appeal to the Court of Appeals for the Federal Circuit on October 5, 2006 from a jury determination that The DIRECTV Group, Inc. and certain of its subsidiaries willfully infringed a patent owned by Finisar Corporation and awards of approximately $117 million in damages and pre-judgment interest. DIRECTV was also ordered to pay into escrow $1.60 per new set-top receiver manufactured for use with the DIRECTV system beginning June 17, 2006 and continuing until the patent expires in 2012 or was otherwise found to be invalid. On April 18, 2008, the Court of Appeals vacated (set aside) the verdict of infringement, and sent the case back to the district court for further proceedings and possible retrial on a limited number of claims. On remand, we sought and obtained summary judgment of invalidity of all remaining claims, and the case against DIRECTV was dismissed on May 19, 2009. Finisar has filed a Notice of Appeal, and a briefing schedule for the new appeal has been set.

Satellites

We may purchase in-orbit and launch insurance to mitigate the potential financial impact of satellite launch and in-orbit failures if the premium costs are considered economic relative to the risk of satellite failure. The insurance generally covers the unamortized book value of covered satellites. We do not insure against lost revenues in the event of a total or partial loss of the capacity of a satellite. We generally rely on in-orbit spare satellites and excess transponder capacity at key orbital slots to mitigate the impact a satellite failure could have on our ability to provide service. At September 30, 2009, the net book value of in-orbit satellites was $2,032 million, all of which was uninsured.

Subsequent Events Review

We have evaluated subsequent events through issuance of these financial statements on November 5, 2009.

Note 7: Related-Party Transactions

As discussed in more detail above in Note 2 of the Notes to the Consolidated Financial Statements, in May 2009, The DIRECTV Group, Liberty Media, LEI and certain subsidiaries of The DIRECTV Group entered into an agreement and plan of merger, as amended in July and October 2009. In addition, in the ordinary course of our operations, we enter into transactions with related parties as discussed below.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Liberty Media, Liberty Global and Discovery Communications

As a result of Liberty Media's acquisition of an ownership interest in The DIRECTV Group, beginning February 27, 2008, transactions with Liberty Media and its affiliates, including its equity method investees, may be considered to be related party transactions as Liberty Media currently owns approximately 57% of our outstanding common stock. Our transactions with Liberty Media and its affiliates consist primarily of the purchase of programming.

In addition, John Malone, Chairman of the Board of Directors of The DIRECTV Group and of Liberty Media, has, as reported in their respective public filings, an approximate 31% voting interest in Discovery Communications, Inc., or Discovery Communications, and an approximate 40% voting interest in Liberty Global Inc., or Liberty Global, and serves as Chairman of Liberty Global, and certain of Liberty Media's management and directors also serve as directors of Discovery Communications or Liberty Global. As a result of this common ownership and management, transactions with Discovery Communications and Liberty Global, and their subsidiaries or equity method investees may be considered to be related party transactions. Our transactions with Discovery Communications and Liberty Global consist primarily of purchases of programming created, owned or distributed by Discovery Communications and its subsidiaries and investees.

News Corporation and affiliates

News Corporation and its affiliates were considered related parties until February 27, 2008, when News Corporation transferred its 41% interest in our common stock to Liberty Media. Accordingly, the following contractual arrangements with News Corporation and its affiliates were considered related party transactions and reported through February 27, 2008: purchase of programming, products and advertising; license of certain intellectual property, including patents; purchase of system access products, set-top receiver software and support services; sale of advertising space; purchase of employee services; and use of facilities.

As discussed above in Note 6, during the first quarter of 2008, we received a $160 million cash capital contribution, which we recorded as "Additional paid-in-capital" in the Consolidated Balance Sheets.

Other

Other related parties include Globo, which provides programming and advertising to Sky Brazil, and companies in which we hold equity method investments, including Sky Mexico.

The majority of payments under contractual arrangements with related parties are pursuant to multi-year programming contracts. Payments under these contracts are typically subject to annual rate increases and are based on the number of subscribers receiving the related programming.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

The following table summarizes sales to, and purchases from, related parties:

		Three Months Ended September 30,				Nine Months Ended September 30,

		2009		2008(1)		2009		2008(1)
		(Dollars in Millions)
Sales:
Liberty Media and affiliates		$	13	$	8	$	38	$	20
Discovery Communications, Liberty Global and affiliates			3		—		7		4
News Corporation and affiliates			—		—		—		2
Other			3		2		8		6

	Total	$	19	$	10	$	53	$	32

Purchases:
Liberty Media and affiliates		$	94	$	81	$	269	$	184
Discovery Communications, Liberty Global and affiliates			65		55		188		129
News Corporation and affiliates			—		—		—		167
Other			121		105		356		298

	Total	$	280	$	241	$	813	$	778

(1): Amounts disclosed represent transactions with News Corporation and affiliates from January 1, 2008 through February 27, 2008 and transactions with Liberty Media, Discovery Communications, Liberty Global and affiliates from February 27, 2008 to September 30, 2008.

The following table sets forth the amount of accounts receivable from and accounts payable to related parties as of:

	September 30, 2009		December 31, 2008

	(Dollars in Millions)
Accounts receivable	$	23	$	29
Accounts payable		194		165

The accounts receivable and accounts payable balances as of September 30, 2009 and December 31, 2008 are primarily related to affiliates of Liberty Media.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Note 8: Earnings Per Common Share

We compute basic earnings per common share, or EPS, by dividing net income attributable to The DIRECTV Group, Inc. by the weighted average number of common shares outstanding for the period.

Diluted EPS considers the effect of common equivalent shares, which consist primarily of common stock options and restricted stock units issued to employees. In the computation of diluted EPS under the treasury stock method, the amount of assumed proceeds from nonvested stock awards and unexercised stock options includes the amount of compensation cost attributable to future services not yet recognized, proceeds from the exercise of the options, and the incremental income tax benefit or liability as if the awards were distributed during the period. We exclude common equivalent shares from the computation in loss periods as their effect would be antidilutive and we exclude common stock options from the computation of diluted EPS when their exercise price is greater than the average market price of our common stock. The following table sets forth the number of common stock options excluded from the computation of diluted EPS because the options' exercise prices were greater than the average market price of our common stock during the periods presented:

	Three Months Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008
	(Shares in Millions)
Common stock options excluded		21		30		21		30

The following table sets forth comparative information regarding common shares outstanding:

	Nine Months Ended September 30,

	2009			2008
	(Shares in Millions)
Common shares outstanding at January 1		1,024			1,148
Decrease for common shares repurchased and retired		(70	)		(69	)
Increase for stock options exercised and restricted stock units vested and distributed		4			7

Common shares outstanding at September 30		958			1,086

Weighted average number of common shares outstanding		999			1,131

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

The reconciliation of the amounts used in the basic and diluted EPS computation is as follows:

		Income			Per Share Amounts

		(Dollars and Shares in Millions, Except Per Share Amounts)
Three Months Ended September 30, 2009:
Basic EPS
	Net income attributable to The DIRECTV Group, Inc.	$	366	973	$	0.38
Effect of Dilutive Securities
	Dilutive effect of stock options and restricted stock units		—	4		(0.01	)

Diluted EPS
	Adjusted net income attributable to The DIRECTV Group, Inc.	$	366	977	$	0.37

Three Months Ended September 30, 2008:
Basic EPS
	Net income attributable to The DIRECTV Group, Inc	$	363	1,106	$	0.33
Effect of Dilutive Securities
	Dilutive effect of stock options and restricted stock units		—	5		—

Diluted EPS
	Adjusted net income attributable to The DIRECTV Group, Inc	$	363	1,111	$	0.33

Nine Months Ended September 30, 2009:
Basic EPS
	Net income attributable to The DIRECTV Group, Inc	$	974	999	$	0.97
Effect of Dilutive Securities
	Dilutive effect of stock options and restricted stock units		—	4		—

Diluted EPS
	Adjusted net income attributable to The DIRECTV Group, Inc	$	974	1,003	$	0.97

Nine Months Ended September 30, 2008:
Basic EPS
	Net income attributable to The DIRECTV Group, Inc	$	1,189	1,131	$	1.05
Effect of Dilutive Securities
	Dilutive effect of stock options and restricted stock units		—	5		—

Diluted EPS
	Adjusted net income attributable to The DIRECTV Group, Inc	$	1,189	1,136	$	1.05

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Note 9: Stockholders' Equity

Share Repurchase Program

During 2009 and 2008 our Board of Directors approved multiple authorizations for the repurchase of our common stock, the most recent of which was in January 2009, authorizing share repurchases of $2.0 billion. As of September 30, 2009, we had approximately $339 million remaining under this authorization. The authorizations allow us to repurchase our common stock from time to time through open market purchases and negotiated transactions, or otherwise. The timing, nature and amount of such transactions will depend on a variety of factors, including market conditions, and the program may be suspended, discontinued or accelerated at any time. The sources of funds for the purchases under the remaining authorization are our existing cash on hand and cash from operations. Purchases are made in the open market, through block trades and other negotiated transactions. Repurchased shares are retired but remain authorized for registration and issuance in the future.

The following table sets forth information regarding shares repurchased and retired during the periods presented:

	Nine Months Ended September 30,

	2009		2008
	(Amounts in Millions, Except Per Share Amounts)
Total cost of repurchased shares	$	1,661	$	1,838
Average price per share		23.73		26.56
Number of shares repurchased and retired		70		69

For the nine months ended September 30, 2009, we recorded the $1,661 million in repurchases as a decrease of $581 million to "Common stock and additional paid in capital" and an increase of $1,080 million to "Accumulated deficit" in the Consolidated Balance Sheets. Of the $1,661 million in repurchases during the nine months ended September 30, 2009, $48 million were paid for in October 2009. Of the $1,838 million in repurchases during the nine months ended September 30, 2008, $48 million were paid for in October 2008.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

The following tables set forth a reconciliation of stockholders' equity and redeemable noncontrolling interest for each of the periods presented:

	Stockholders' Equity

	Common Shares			Common Stock and Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss, net of taxes			Total Stockholders' Equity			Redeemable Noncontrolling Interest			Net Income
	(Dollars in Millions)
Balance at January 1, 2009		1,024,182,043		$	8,318		$	(3,559	)	$	(128	)	$	4,631		$	325
Net income								974						974			40		$	1,014
Stock repurchased and retired		(69,942,534	)		(581	)		(1,080	)					(1,661	)
Stock options exercised and restricted stock units vested and distributed		3,862,243			33									33
Share-based compensation expense					39									39
Tax benefit from stock option exercises					5									5
Adjustment to the fair value of redeemable noncontrolling interest					34									34			(34	)
Other					(14	)								(14	)
Amortization of amounts resulting from changes in defined benefit plan experience and actuarial assumptions, net of taxes											(3	)		(3	)
Foreign currency translation adjustment											53			53			(6	)
Unrealized gain on securities, net of tax											3			3

Balance at September 30, 2009		958,101,752		$	7,834		$	(3,665	)	$	(75	)	$	4,094		$	325

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(Unaudited)

	Stockholders' Equity

	Common Shares			Common Stock and Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss, net of taxes			Total Stockholders' Equity			Redeemable Noncontrolling Interest			Net Income
	(Dollars in Millions)
Balance at January 1, 2008		1,148,268,203		$	9,029		$	(2,995	)	$	(21	)	$	6,013		$	300
Net income								1,189						1,189			60		$	1,249
Stock repurchased and retired		(69,154,180	)		(572	)		(1,266	)					(1,838	)
Stock options exercised and restricted stock units vested and distributed		7,105,001			100									100
Share-based compensation expense					37									37
Tax benefit from stock option exercises					14									14
Capital contribution					160									160
Adjustment to the fair value of redeemable noncontrolling interest					60									60			(60	)
Other					(19	)								(19	)
Amortization of amounts resulting from changes in defined benefit plan experience and actuarial assumptions, net of taxes											(6	)		(6	)
Unrealized losses on securities, net of tax											(14	)		(14	)

Balance at September 30, 2008		1,086,219,024		$	8,809		$	(3,072	)	$	(41	)	$	5,696		$	300

Accumulated Other Comprehensive Loss

		As of September 30, 2009			As of December 31, 2008

		(Dollars in Millions)
Unamortized net amount resulting from changes in defined benefit plan experience and actuarial assumptions, net of taxes		$	(127	)	$	(124	)
Unamortized amount resulting from changes in defined benefit plan provisions, net of taxes			(4	)		(4	)
Accumulated unrealized gains on securities, net of taxes			4			1
Accumulated foreign currency translation adjustments			52			(1	)

	Total Accumulated Other Comprehensive Loss	$	(75	)	$	(128	)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Other Comprehensive Income

Total comprehensive income was as follows:

			Three Months Ended September 30,						Nine Months Ended September 30,

			2009			2008			2009			2008
			(Dollars in Millions)
Net income			$	384		$	398		$	1,014		$	1,249
Other comprehensive income (loss):
	Adjustments to unamortized defined benefit plan amounts, net of taxes			(3	)		(6	)		(3	)		(6	)
	Foreign currency translation adjustments:
		Cumulative effect of change in functional currency at Sky Brazil		—			—			(112	)		—
		Foreign currency translation activity during the period		72			—			165			—
	Unrealized gains (losses) on securities, net of taxes			(1	)		(2	)		3			(14	)

Comprehensive income				452			390			1,067			1,229
	Comprehensive income attributable to redeemable noncontrolling interest			(32	)		(35	)		(34	)		(60	)

Comprehensive income attributable to The DIRECTV Group, Inc.			$	420		$	355		$	1,033		$	1,169

Note 10: Acquisitions

Home Services Providers

180 Connect. On July 8, 2008, we acquired 100% of 180 Connect Inc.'s outstanding common stock and exchangeable shares. Simultaneously, in a separate transaction, UniTek USA, LLC acquired 100% of 180 Connect's cable service operating unit and operations in certain of our installation services markets in exchange for satellite installation operations in certain markets and $7 million in cash. These transactions provide us with control over a significant portion of DIRECTV U.S.' home service provider network. We paid $91 million in cash, net of the $7 million we received from UniTek USA, for the acquisition, including the equity purchase price, repayment of assumed debt and related transaction costs.

We accounted for the 180 Connect acquisition using the purchase method of accounting, and began consolidating the results from the date of acquisition. The September 30, 2009 consolidated financial statements reflect the final allocation of the $91 million net purchase price to assets acquired and the liabilities assumed based on their estimated fair values at the date of acquisition using information currently available. The assets acquired included approximately $5 million in cash. The excess of the purchase price over the estimated fair values of the net assets has been recorded as goodwill. We currently expect that $28 million of the recorded goodwill will be deductible for tax purposes.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

The following table sets forth the final allocation of the purchase price to the 180 Connect net assets acquired on July 8, 2008 (dollars in millions):


Total current assets		$	18
Property and equipment			16
Goodwill			97
Investments and other assets			51

Total assets acquired		$	182

Total current liabilities		$	83
Other liabilities			8

Total liabilities assumed		$	91

	Net assets acquired	$	91

The following selected unaudited pro forma information is being provided to present a summary of the combined results of The DIRECTV Group and 180 Connect for the three and nine months ended September 30, 2008 as if the acquisition had occurred as of the beginning of the period, giving effect to purchase accounting adjustments. The pro forma data is presented for informational purposes only and may not necessarily reflect the results of our operations had 180 Connect operated as part of us for the period presented, nor are they necessarily indicative of the results of future operations. The pro forma information excludes the effect of non-recurring charges.

	Three Months Ended September 30,		Nine Month Ended September 30,

	2008		2008
	(Dollars in Millions, Except Per Share Amounts)
Revenues	$	4,981	$	14,379
Net income attributable to The DIRECTV Group, Inc.		363		1,147
Basic earnings per common share attributable to The DIRECTV Group, Inc.		0.33		1.01
Diluted earnings per common share attributable to The DIRECTV Group, Inc.		0.33		1.01

Note 11: Segment Reporting

Our two business segments, DIRECTV U.S. and DIRECTV Latin America, acquire, promote, sell and distribute digital entertainment programming via satellite to residential and commercial subscribers. Corporate and Other includes the corporate office, eliminations and other entities.

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Selected information for our operating segments is reported as follows:

	DIRECTV U.S.		DIRECTV Latin America		Corporate and Other			Total

	(Dollars in Millions)
Three Months Ended:
September 30, 2009
Revenues	$	4,703	$	761	$	1		$	5,465

Operating profit (loss)	$	611	$	103	$	(29	)	$	685
Add: Depreciation and amortization expense		568		96		(1	)		663

Operating profit (loss) before depreciation and amortization(1)	$	1,179	$	199	$	(30	)	$	1,348

September 30, 2008
Revenues	$	4,324	$	658	$	(1	)	$	4,981

Operating profit (loss)	$	532	$	142	$	(16	)	$	658
Add: Depreciation and amortization expense		528		66		—			594

Operating profit (loss) before depreciation and amortization(1)	$	1,060	$	208	$	(16	)	$	1,252

	DIRECTV U.S.		DIRECTV Latin America		Corporate and Other			Total

	(Dollars in Millions)
Nine Months Ended:
September 30, 2009
Revenues	$	13,545	$	2,039	$	—		$	15,584

Operating profit (loss)	$	1,660	$	217	$	(66	)	$	1,811
Add: Depreciation and amortization expense		1,750		261		(3	)		2,008

Operating profit (loss) before depreciation and amortization(1)	$	3,410	$	478	$	(69	)	$	3,819

September 30, 2008
Revenues	$	12,569	$	1,811	$	(1	)	$	14,379

Operating profit (loss)	$	1,842	$	322	$	(48	)	$	2,116
Add: Depreciation and amortization expense		1,493		185		(3	)		1,675

Operating profit (loss) before depreciation and amortization(1)	$	3,335	$	507	$	(51	)	$	3,791

(1): Operating profit (loss) before depreciation and amortization, which is a financial measure that is not determined in accordance with GAAP can be calculated by adding amounts under the caption "Depreciation and amortization expense" to "Operating profit (loss)." This measure should be used in conjunction with GAAP financial measures and is not presented as an alternative measure of operating results, as determined in accordance with GAAP. Our management and Board of

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(concluded)

(Unaudited)

Directors use operating profit (loss) before depreciation and amortization to evaluate the operating performance of our company and our business segments and to allocate resources and capital to business segments. This metric is also used as a measure of performance for incentive compensation purposes and to measure income generated from operations that could be used to fund capital expenditures, service debt or pay taxes. Depreciation and amortization expense primarily represents an allocation to current expense of the cost of historical capital expenditures and for intangible assets resulting from prior business acquisitions. To compensate for the exclusion of depreciation and amortization expense from operating profit, our management and Board of Directors separately measure and budget for capital expenditures and business acquisitions.
We believe this measure is useful to investors, along with GAAP measures (such as revenues, operating profit and net income), to compare our operating performance to other communications, entertainment and media service providers. We believe that investors use current and projected operating profit (loss) before depreciation and amortization and similar measures to estimate our current or prospective enterprise value and make investment decisions. This metric provides investors with a means to compare operating results exclusive of depreciation and amortization. Our management believes this is useful given the significant variation in depreciation and amortization expense that can result from the timing of capital expenditures, the capitalization of intangible assets, potential variations in expected useful lives when compared to other companies and periodic changes to estimated useful lives.

The following represents a reconciliation of operating profit before depreciation and amortization to reported net income on the Consolidated Statements of Operations:

	Three Months Ended September 30,						Nine Months Ended September 30,

	2009			2008			2009			2008
	(Dollars in Millions)
Operating profit before depreciation and amortization	$	1,348		$	1,252		$	3,819		$	3,791
Depreciation and amortization		663			594			2,008			1,675

Operating profit		685			658			1,811			2,116
Interest income		9			27			25			64
Interest expense		(101	)		(103	)		(304	)		(248	)
Other, net		10			11			67			29

Income before income taxes		603			593			1,599			1,961
Income tax expense		(219	)		(195	)		(585	)		(712	)

Net income		384			398			1,014			1,249
Less: Net income attributable to noncontrolling interest		(18	)		(35	)		(40	)		(60	)

Net income attributable to The DIRECTV Group, Inc.	$	366		$	363		$	974		$	1,189

* * *

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management's discussion and analysis should be read in conjunction with our management's discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on February 27, 2009, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the SEC on May 8, 2009 and for the quarter ended June 30, 2009 filed with the SEC on August 7, 2009 and all of our other filings, including Current Reports on Form 8-K, filed with the SEC after such date and through the date of this report.

This Quarterly Report on Form 10-Q may contain certain statements that we believe are, or may be considered to be, "forward-looking statements" within the meaning of various provisions of the Securities Act of 1933 and of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by use of statements that include phrases such as we "believe," "expect," "estimate," "anticipate," "intend," "plan," "foresee," "project" or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. All of these forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from historical results or from those expressed or implied by the relevant forward- looking statement. We discuss these risks and uncertainties in detail in Part I, Item 1A of our 2008 Form 10-K.

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SUMMARY DATA

(Unaudited)

		Three Months Ended September 30,						Nine Months Ended September 30,

		2009			2008			2009			2008
		(Dollars in Millions, Except Per Share Amounts)
Consolidated Statements of Operations Data:
Revenues		$	5,465		$	4,981		$	15,584		$	14,379
Total operating costs and expenses			4,780			4,323			13,773			12,263

Operating profit			685			658			1,811			2,116
Interest income			9			27			25			64
Interest expense			(101	)		(103	)		(304	)		(248	)
Other, net			10			11			67			29

Income before income taxes			603			593			1,599			1,961
Income tax expense			(219	)		(195	)		(585	)		(712	)

Net income			384			398			1,014			1,249
Less: Net income attributable to noncontrolling interest			(18	)		(35	)		(40	)		(60	)

Net income attributable to The DIRECTV Group, Inc.		$	366		$	363		$	974		$	1,189

Basic earnings attributable to The DIRECTV Group, Inc. per common share		$	0.38		$	0.33		$	0.97		$	1.05
Diluted earnings attributable to The DIRECTV Group, Inc. per common share			0.37			0.33			0.97			1.05
Weighted average number of common shares outstanding (in millions)
	Basic		973			1,106			999			1,131
	Diluted		977			1,111			1,003			1,136

	September 30, 2009		December 31, 2008

	(Dollars in Millions)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	3,293	$	2,005
Total current assets		5,476		4,044
Total assets		17,627		16,539
Total current liabilities		4,269		3,585
Long-term debt		6,591		5,725
Redeemable noncontrolling interest		325		325
Total stockholders' equity		4,094		4,631

Reference should be made to the Notes to the Consolidated Financial Statements.

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SUMMARY DATA—(continued)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,

	2009			2008			2009			2008
	(Dollars in Millions, Except Per Share Amounts)
Other Data:
Operating profit before depreciation and amortization(1)
Operating profit	$	685		$	658		$	1,811		$	2,116
Add: Depreciation and amortization expense		663			594			2,008			1,675

Operating profit before depreciation and amortization	$	1,348		$	1,252		$	3,819		$	3,791

Operating profit before depreciation and amortization margin(1)		24.7	%		25.1	%		24.5	%		26.4	%
Cash flow information
Net cash provided by operating activities	$	1,158		$	868		$	3,198		$	2,821
Net cash used in investing activities		(532	)		(634	)		(1,567	)		(1,738	)
Net cash (used in) provided by financing activities		395			(1,083	)		(343	)		822
Free cash flow(2)
Net cash provided by operating activities	$	1,158		$	868		$	3,198		$	2,821
Less: Cash paid for property and equipment		(506	)		(521	)		(1,508	)		(1,480	)
Less: Cash paid for satellites		(9	)		(15	)		(40	)		(92	)

Free cash flow	$	643		$	332		$	1,650		$	1,249

(1): Operating profit before depreciation and amortization, which is a financial measure that is not determined in accordance with GAAP can be calculated by adding amounts under the caption "Depreciation and amortization expense" to "Operating profit." This measure should be used in conjunction with GAAP financial measures and is not presented as an alternative measure of operating results, as determined in accordance with GAAP. Our management and our Board of Directors use operating profit before depreciation and amortization to evaluate the operating performance of our company and our business segments and to allocate resources and capital to business segments. This metric is also used as a measure of performance for incentive compensation purposes and to measure income generated from operations that could be used to fund capital expenditures, service debt or pay taxes. Depreciation and amortization expense primarily represents an allocation to current expense of the cost of historical capital expenditures and for acquired intangible assets resulting from prior business acquisitions. To compensate for the exclusion of depreciation and amortization expense from operating profit, our management and Board of Directors separately measure and budget for capital expenditures and business acquisitions.

We believe this measure is useful to investors, along with GAAP measures (such as revenues, operating profit and net income), to compare our operating performance to other communications, entertainment and media service providers. We believe that investors use current and projected operating profit before depreciation and amortization and similar measures to estimate our current or prospective enterprise value and make investment decisions. This metric provides investors with a means to compare operating results exclusive of depreciation and amortization expense. Our management believes this is useful given the significant variation in depreciation and amortization expense that can result from the timing of capital expenditures, the capitalization of intangible

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SUMMARY DATA—(continued)

(Unaudited)

assets, potential variations in expected useful lives when compared to other companies and periodic changes to estimated useful lives.
Operating profit before depreciation and amortization margin is calculated by dividing operating profit before depreciation and amortization by revenues.

(2): Free cash flow, which is a financial measure that is not determined in accordance with GAAP, can be calculated by deducting amounts under the captions "Cash paid for property and equipment" and "Cash paid for satellites" from "Net cash provided by operating activities" from the Consolidated Statements of Cash Flows. This financial measure should be used in conjunction with other GAAP financial measures and is not presented as an alternative measure of cash flows from operating activities, as determined in accordance with GAAP. Our management and our Board of Directors use free cash flow to evaluate the cash generated by our current subscriber base, net of capital expenditures, for the purpose of allocating resources to activities such as adding new subscribers, retaining and upgrading existing subscribers, for additional capital expenditures, for share repurchase programs and other capital investments or transactions and as a measure of performance for incentive compensation purposes. We believe this measure is useful to investors, along with other GAAP measures (such as cash flows from operating and investing activities), to compare our operating performance to other communications, entertainment and media companies. We believe that investors also use current and projected free cash flow to determine the ability of revenues from our current and projected subscriber base to fund required and discretionary spending and to help determine our financial value.

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SUMMARY DATA—(continued)

(Unaudited)

Selected Segment Data

	DIRECTV U.S.			DIRECTV Latin America			Corporate and Other			Total

	(Dollars in Millions)
Three Months Ended:
September 30, 2009
Revenues	$	4,703		$	761		$	1		$	5,465
% of total revenue		86.1	%		13.9	%		—			100.0	%
Operating profit (loss)	$	611		$	103		$	(29	)	$	685
Add: Depreciation and amortization expense		568			96			(1	)		663

Operating profit (loss) before depreciation and amortization	$	1,179		$	199		$	(30	)	$	1,348

Operating profit before depreciation and amortization margin		25.1	%		26.1	%		N/A			24.7	%
Capital expenditures	$	357		$	158		$	—		$	515
September 30, 2008
Revenues	$	4,324		$	658		$	(1	)	$	4,981
% of total revenue		86.8	%		13.2	%		—			100.0	%
Operating profit (loss)	$	532		$	142		$	(16	)	$	658
Add: Depreciation and amortization expense		528			66			—			594

Operating profit (loss) before depreciation and amortization	$	1,060		$	208		$	(16	)	$	1,252

Operating profit before depreciation and amortization margin		24.5	%		31.6	%		N/A			25.1	%
Capital expenditures	$	418		$	110		$	8		$	536

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SUMMARY DATA—(concluded)

(Unaudited)

	DIRECTV U.S.			DIRECTV Latin America			Corporate and Other			Total

	(Dollars in Millions)
Nine Months Ended:
September 30, 2009
Revenues	$	13,545		$	2,039		$	—		$	15,584
% of total revenue		86.9	%		13.1	%		—			100.0	%
Operating profit (loss)	$	1,660		$	217		$	(66	)	$	1,811
Add: Depreciation and amortization expense		1,750			261			(3	)		2,008

Operating profit (loss) before depreciation and amortization	$	3,410		$	478		$	(69	)	$	3,819

Operating profit before depreciation and amortization margin		25.2	%		23.4	%		N/A			24.5	%
Capital expenditures	$	1,142		$	405		$	1		$	1,548
September 30, 2008
Revenues	$	12,569		$	1,811		$	(1	)	$	14,379
% of total revenue		87.4	%		12.6	%		—			100.0	%
Operating profit (loss)	$	1,842		$	322		$	(48	)	$	2,116
Add: Depreciation and amortization expense		1,493			185			(3	)		1,675

Operating profit (loss) before depreciation and amortization	$	3,335		$	507		$	(51	)	$	3,791

Operating profit before depreciation and amortization margin		26.5	%		28.0	%		N/A			26.4	%
Capital expenditures	$	1,240		$	322		$	10		$	1,572

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THE DIRECTV GROUP, INC.

BUSINESS OVERVIEW

The DIRECTV Group, Inc. is a leading provider of digital television entertainment in the United States and Latin America. Our two business segments, DIRECTV U.S. and DIRECTV Latin America, which are differentiated by their geographic location, acquire, promote, sell and distribute digital entertainment programming via satellite to residential and commercial subscribers.

DIRECTV U.S. DIRECTV Holdings LLC and its subsidiaries, or DIRECTV U.S., is the largest provider of direct-to-home, or DTH, digital television services and the second largest provider in the multi-channel video programming distribution industry in the United States. As of September 30, 2009, DIRECTV U.S. had approximately 18.4 million subscribers.

DIRECTV U.S. currently broadcasts from a fleet of eleven geosynchronous satellites, including ten owned satellites and one leased satellite. DIRECTV 12 is under construction and is expected to be ready for launch in the fourth quarter of 2009.

DIRECTV Latin America. DIRECTV Latin America is a leading provider of DTH digital television services throughout Latin America. DTVLA is comprised of PanAmericana, which provides services in Venezuela, Argentina, Chile, Colombia, Puerto Rico and certain other countries in the region through our wholly-owned subsidiary, DIRECTV Latin America, LLC, or DLA LLC, our 74% owned subsidiary Sky Brasil Servicos Ltda., which we refer to as Sky Brazil, and our 41% equity method investment in Innova, S. de R.L. de C.V., or Sky Mexico. As of September 30, 2009, PanAmericana had approximately 2.5 million subscribers, Sky Brazil had approximately 1.8 million subscribers and Sky Mexico had approximately 1.8 million subscribers.

SIGNIFICANT TRANSACTIONS

Financing Transactions

In September 2009, DIRECTV U.S. issued $1 billion in five year 4.750% senior notes due in 2014 at a 0.3% discount resulting in $997 million of proceeds. DIRECTV U.S. also issued $1 billion in 10 year 5.875% senior notes due in 2019 at a 0.7% discount resulting in $993 million of proceeds.

The purchase of a portion of our 8.375% senior notes resulted in a third quarter of 2009 pre-tax charge of $23 million, $14 million after tax, of which $18 million resulted from the premium paid for redemption of our 8.375% senior notes and $5 million resulted from the write-off of deferred debt issuance costs and other transaction costs. The charge was recorded in "Other, net" in our Consolidated Statements of Operations. As a result of the redemption of the remaining 8.375% senior notes, we will record a pre-tax charge of $11 million in the fourth quarter of 2009.

Venezuela Exchange Controls

We are required to obtain Venezuelan government approval to exchange Venezuelan bolivars into U.S. dollars at the official rate of 2.15 Venezuelan bolivars per U.S. dollar. Alternatively, a legal parallel exchange process exists, however the rates implied by transactions in the parallel market are significantly higher than the official rate (recently 5 to 6 bolivars per U.S. dollar). The official approval

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process has been delayed in recent periods and our Venezuelan subsidiary has relied on the parallel exchange process to settle U.S. dollar obligations and to repatriate accumulated cash balances during 2009. As a result, we recognized a $48 million charge for the three months ended September 30, 2009 and a $168 million charge for the nine months ended September 30, 2009 to "General and administrative expense" in the Consolidated Statements of Operations in connection with the exchange of accumulated Venezuelan cash balances to U.S. dollars in the parallel exchange process. See "Liquidity and Capital Resources" below for additional information.

Sky Brazil Functional Currency

Based on cumulatively significant changes in economic facts and circumstances, we have determined that the local Brazilian currency should be the functional currency of Sky Brazil for purposes of financial statement translation beginning in the second quarter of 2009. As a result of this change in functional currency, changes in exchange rates will result in gain or loss, which will be recorded in "Other, net" in the Consolidated Statements of Operations related to the revaluation of U.S. dollar denominated monetary assets and liabilities, such as cash deposits, notes payable and capital lease obligations held by Sky Brazil. During the third quarter of 2009, we recorded a net foreign currency transaction gain of $19 million in "Other, net" in the Consolidated Statements of Operations related to U.S. dollar denominated monetary assets and liabilities held by Sky Brazil. During the nine months September 30, 2009, we recorded a net foreign currency transaction gain of $57 million in "Other, net" in the Consolidated Statements of Operations related to U.S. dollar denominated monetary assets and liabilities held by Sky Brazil.

Liberty Entertainment Inc. Merger Transaction

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combination accounting standards, any incremental fair value of the replacement awards over the fair value of the replaced LEI awards must also be expensed. Had the merger been completed on September 30, 2009, we estimate that Holdings would have recorded an expense of approximately $289 million on that date for the costs of the transaction, the premium to LEI stockholders, and the incremental fair value of the stock based awards. However, we anticipate the actual amounts to be recorded will change as they will be determined based on acquisition date fair values.

Lease Program

The following table sets forth the amount of DIRECTV U.S. set-top receivers we capitalized, and depreciation expense we recorded, under the lease program implemented in March 2006 for each of the periods presented:

	Three Months Ended September 30,				Nine Months Ended September 30,

Capitalized subscriber leased equipment:	2009		2008		2009		2008
	(Dollars in Millions)
Subscriber leased equipment—subscriber acquisitions	$	136	$	151	$	445	$	432
Subscriber leased equipment—upgrade and retention		95		128		321		373

Total subscriber leased equipment capitalized	$	231	$	279	$	766	$	805

Depreciation expense—subscriber leased equipment	$	335	$	287	$	1,012	$	789

KEY TERMINOLOGY

The following key terminology is used in management's discussion and analysis of financial condition and results of operations:

Revenues. We earn revenues mostly from monthly fees we charge subscribers for subscriptions to basic and premium channel programming, HD programming and access fees, pay-per-view programming, and seasonal and live sporting events. We also earn revenues from monthly fees that we charge subscribers with multiple non-leased set-top receivers (which we refer to as mirroring fees), monthly fees we charge subscribers for leased set-top receivers, monthly fees we charge subscribers for digital video recorder, or DVR, service, hardware revenues from subscribers who lease or purchase set-top receivers from us, our published programming guide, warranty service fees and advertising services. Revenues are reported net of customer credits and discounted promotions.

Broadcast programming and other. These costs primarily include license fees for subscription service programming, pay-per-view programming, live sports and other events. Other costs include expenses associated with the publication and distribution of our programming guide, continuing service fees paid to third parties for active subscribers, warranty service costs and production costs for on-air advertisements we sell to third parties.

Subscriber service expenses. Subscriber service expenses include the costs of customer call centers, billing, remittance processing and certain home services expenses, such as in-home repair costs.

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Broadcast operations expenses. These expenses include broadcast center operating costs, signal transmission expenses (including costs of collecting signals for our local channel offerings), and costs of monitoring, maintaining and insuring our satellites. Also included are engineering expenses associated with deterring theft of our signal.

Subscriber acquisition costs. These costs include the cost of set-top receivers and other equipment, commissions we pay to national retailers, independent satellite television retailers, dealers, regional Bell operating companies, and the cost of installation, advertising, marketing and customer call center expenses associated with the acquisition of new subscribers. Set-top receivers leased to new subscribers are capitalized in "Property and equipment, net" in the Consolidated Balance Sheets and depreciated over their estimated useful lives. The amount of set-top receivers capitalized each period for subscriber acquisitions is included in "Cash paid for property and equipment" in the Consolidated Statements of Cash Flows.

Upgrade and retention costs. The majority of upgrade and retention costs are associated with upgrade efforts for existing subscribers that we believe will result in higher average monthly revenue per subscriber, or ARPU, and lower churn. Our upgrade efforts include subscriber equipment upgrade programs for DVR, HD and HD DVR receivers and local channels, our multiple set-top receiver offer and similar initiatives. Retention costs also include the costs of installing and providing hardware under our movers program for subscribers relocating to a new residence. Set-top receivers leased to existing subscribers under upgrade and retention programs are capitalized in "Property and equipment, net" in the Consolidated Balance Sheets and depreciated over their estimated useful lives. The amount of set-top receivers capitalized each period for upgrade and retention programs is included in "Cash paid for property and equipment" in the Consolidated Statements of Cash Flows.

General and administrative expenses. General and administrative expenses include departmental costs for legal, administrative services, finance, marketing and information technology. These costs also include expenses for bad debt and other operating expenses, such as legal settlements, and gains or losses from the sale or disposal of fixed assets.

Average monthly revenue per subscriber. We calculate ARPU by dividing average monthly revenues for the period (total revenues during the period divided by the number of months in the period) by average subscribers for the period. We calculate average subscribers for the period by adding the number of subscribers as of the beginning of the period and for each quarter end in the current year or period and dividing by the sum of the number of quarters in the period plus one.

Average monthly subscriber churn. Average monthly subscriber churn represents the number of subscribers whose service is disconnected, expressed as a percentage of the average total number of subscribers. We calculate average monthly subscriber churn by dividing the average monthly number of disconnected subscribers for the period (total subscribers disconnected, net of reconnects, during the period divided by the number of months in the period) by average subscribers for the period.

Subscriber count. The total number of subscribers represents the total number of subscribers actively subscribing to our service, including seasonal subscribers, subscribers who are in the process of relocating and commercial equivalent viewing units. In March 2008, we implemented a change in DIRECTV U.S.' commercial pricing and packaging to increase our competitiveness. As a result, during the first quarter of 2008, DIRECTV U.S. made a one-time downward adjustment to the subscriber count of approximately 71,000 subscribers related to commercial equivalent viewing units.

SAC. We calculate SAC, which represents total subscriber acquisition costs stated on a per subscriber basis, by dividing total subscriber acquisition costs for the period by the number of gross new subscribers acquired during the period. We calculate total subscriber acquisition costs for the period by adding together "Subscriber acquisition costs" expensed during the period and the amount of cash paid for equipment leased to new subscribers during the period.

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RESULTS OF OPERATIONS

Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

Consolidated Results of Operations

Revenues. The following table presents our revenues by segment:

		Three Months Ended September 30,					Change

Revenues By Segment:		2009		2008			$		%
		(Dollars in Millions)
DIRECTV U.S.		$	4,703	$	4,324		$	379		8.8	%
DIRECTV Latin America			761		658			103		15.7	%
Corporate and Other			1		(1	)		2		(200.0	)%

	Total revenues	$	5,465	$	4,981		$	484		9.7	%

The increase in our total revenues was primarily due to subscriber growth at DIRECTV U.S. and DIRECTV Latin America, and ARPU growth at DIRECTV U.S. We discuss the changes for each of our segments in more detail below.

Operating profit before depreciation and amortization. The following table presents our operating profit (loss) before depreciation and amortization by segment:

	Three Months Ended September 30,						Change

Operating profit (loss) before depreciation and amortization:	2009			2008			$			%
	(Dollars in Millions)
DIRECTV U.S.	$	1,179		$	1,060		$	119			11.2	%
DIRECTV Latin America		199			208			(9	)		(4.3	)%
Corporate and Other		(30	)		(16	)		(14	)		87.5	%

Total operating profit before depreciation and amortization	$	1,348		$	1,252		$	96			7.7	%

The increase in total operating profit before depreciation and amortization was due to higher gross profit from the increase in revenues, partially offset by higher subscriber acquisition costs at both DIRECTV U.S. and DIRECTV Latin America, coupled with higher general and administrative costs at DIRECTV Latin America due to currency-related transaction charges in Venezuela. We discuss the changes for each of our segments in more detail below.

Operating profit. The following table presents our operating profit (loss) by segment:

	Three Months Ended September 30,						Change

Operating profit (loss):	2009			2008			$			%
	(Dollars in Millions)
DIRECTV U.S.	$	611		$	532		$	79			14.8	%
DIRECTV Latin America		103			142			(39	)		(27.5	)%
Corporate and Other		(29	)		(16	)		(13	)		81.3	%

Total operating profit	$	685		$	658		$	27			4.1	%

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The increase in our operating profit was primarily due to the changes in operating profit before depreciation and amortization discussed above, partially offset by the higher depreciation and amortization expense due to the DIRECTV U.S. and DIRECTV Latin America lease programs. We discuss the changes for each of our segments in more detail below.

Interest income. The decrease in interest income to $9 million in the third quarter of 2009 from $27 million in the third quarter of 2008 was due to lower average cash balances and lower interest rates in 2009.

Interest expense. The decrease in interest expense to $101 million in the third quarter of 2009 from $103 million in the third quarter of 2008 was due to a decrease in interest rates, partially offset by an increase in the average debt balance.

Other, net. The significant components of "Other, net" were as follows:

	Three Months Ended September 30,					Change

Other, net:	2009			2008		$			%
	(Dollars in Millions)
Equity in earnings of unconsolidated subsidiaries.	$	14		$	11	$	3			27.3	%
Loss on early extinguishment of debt		(23	)		—		(23	)		N/A
Net foreign currency transaction gain		19			—		19			N/A

Total	$	10		$	11		(1	)		(9.1	)%

In the third quarter of 2009, Other, net remained essentially unchanged from the third quarter of 2008 due to the loss on the early extinguishment of a portion of our a 8.375% senior notes, which was offset by a foreign currency transaction gain related to net U.S. dollar denominated liabilities held by Sky Brazil and an increase in equity in earnings of unconsolidated subsidiaries.

Income Tax Expense. We recognized income tax expense of $219 million for the third quarter of 2009 compared to income tax expense of $195 million for the third quarter of 2008. The increase in income tax expense is primarily attributable to a $19 million tax benefit recognized in the third quarter of 2008 relating to the partial reversal of a valuation allowance on the deferred tax assets of Sky Brazil.

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DIRECTV U.S. Segment

The following table provides operating results and a summary of key subscriber data for the DIRECTV U.S. segment:

			Three Months Ended and As of September 30,						Change

			2009			2008			$			%
			(Dollars in Millions, Except Per Subscriber Amounts)
Revenues			$	4,703		$	4,324		$	379			8.8	%
Operating costs and expenses
	Costs of revenues, exclusive of depreciation and amortization expense
		Broadcast programming and other		1,998			1,841			157			8.5	%
		Subscriber service expenses		338			296			42			14.2	%
		Broadcast operations expenses		70			71			(1	)		(1.4	)%
	Selling, general and administrative expenses, exclusive of depreciation and amortization expense
		Subscriber acquisition costs		621			565			56			9.9	%
		Upgrade and retention costs		266			260			6			2.3	%
		General and administrative expenses		231			231			—			—
		Depreciation and amortization expense		568			528			40			7.6	%

Total operating costs and expenses				4,092			3,792			300			7.9	%

Operating Profit			$	611		$	532		$	79			14.8	%

Other Data:
Operating profit before depreciation & amortization			$	1,179		$	1,060		$	119			11.2	%
Total number of subscribers (000's)				18,441			17,320			1,121			6.5	%
ARPU			$	85.32		$	83.59		$	1.73			2.1	%
Average monthly subscriber churn %				1.72	%		1.64	%		—			4.9	%
Gross subscriber additions (000's)				1,086			1,002			84			8.4	%
Subscriber disconnections (000's)				950			846			104			12.3	%
Net subscriber additions (000's)				136			156			(20	)		(12.8	)%
Average subscriber acquisition costs—per subscriber (SAC)			$	697		$	715		$	(18	)		(2.5	)%

Subscribers. In the third quarter of 2009, gross subscriber additions increased compared to the third quarter of 2008 primarily due to the growth in our telecommunications companies, or telco, channel due to the AT&T distribution agreement as well as higher demand for HD and DVR services. Net subscriber additions decreased as the higher gross additions were more than offset by a higher number of disconnections due to a higher average monthly subscriber churn rate on the larger subscriber base. The increase in churn was principally due to stricter upgrade and retention policies for existing customers as well as more aggressive competitor promotions.

Revenues. DIRECTV U.S.' revenues increased as of result of the larger subscriber base and higher ARPU. The increase in ARPU resulted primarily from price increases on programming packages, and higher HD and DVR service fees, partially offset by more competitive promotions for both new and existing customers, decreased sports programming revenue due to one less week of NFL

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Sunday Ticket revenue, decreased penetration of our premium packages, and the expiration of a satellite lease.

Operating profit before depreciation and amortization. The improvement of operating profit before depreciation and amortization was primarily due to the gross profit generated from the higher revenues, partially offset by higher subscriber acquisition costs.

Broadcast programming and other costs increased due to annual program supplier rate increases and the larger number of subscribers in the third quarter of 2009, partially offset by decreased NFL programming costs due to one less week of programming. Subscriber service expenses increased in the third quarter of 2009 compared to the third quarter of 2008 primarily due to the higher number of subscribers and costs associated with service quality improvement initiatives.

Subscriber acquisition costs increased due to the higher gross additions. SAC per subscriber, which includes the cost of capitalized set-top receivers, decreased due to an increase in the use of refurbished set-top boxes and lower set-top receiver costs.

Upgrade and retention costs increased in the third quarter of 2009 due to the larger subscriber base, partially offset by a decrease in installation costs.

Operating profit. The increase in operating profit was primarily due to higher operating profit before depreciation and amortization, partially offset by higher depreciation and amortization expense resulting from the capitalization of set-top receivers under the lease program.

DIRECTV Latin America Segment

The following table provides operating results and a summary of key subscriber data for the DIRECTV Latin America segment:

	Three Months Ended and As of September 30,						Change

	2009			2008			$			%
	(Dollars in Millions, Except Per Subscriber Amounts)
Revenues	$	761		$	658		$	103			15.7	%
Operating Profit Before Depreciation & Amortization		199			208			(9	)		(4.3	)%
Operating Profit		103			142			(39	)		(27.5	)%
Other Data:
ARPU	$	59.80		$	59.32		$	0.48			0.8	%
Average monthly subscriber churn %(1)		1.75	%		2.13	%		—			(17.8	)%
Total number of subscribers (000's)(2)		4,330			3,734			596			16.0	%
Gross subscriber additions (000's)		385			315			70			22.2	%
Net subscriber additions (000's)		162			79			83			105.1	%

(1): In the third quarter of 2008 DIRECTV Latin America had a 57,000 subscriber adjustment at Sky Brazil as a result of inconsistent application of our churn policies in previous periods.
(2): DIRECTV Latin America subscriber data excludes subscribers of the Sky Mexico platform. Net subscriber additions as well as churn exclude the effect of the migration of approximately 6,000 subscribers from a local pay television service provider to Sky Brazil in the third quarter of 2009. Additionally, we migrated approximately 4,000 subscribers from DIRECTV Latin America to Sky Mexico during the third quarter of 2008.

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The increase in net subscriber additions was due to higher gross subscriber additions principally due to strong subscriber demand across the region, led by Brazil, as well as increased demand for HD and DVR services in the region. Average monthly churn declined in the quarter primarily due to a 57,000 downward subscriber adjustment in the third quarter of 2008. Excluding the adjustments, churn increased 16 basis points compared to last year primarily due to the impact from continued growth in DIRECTV Latin America's pre-paid subscribers.

Revenues increased primarily due to subscriber growth in Brazil, Argentina and Venezuela. ARPU increased primarily due to price increases and higher fees for HD and DVR services that were mostly offset by unfavorable exchange rates in the region, mainly in Brazil and Argentina.

The lower operating profit before depreciation and amortization was primarily due to higher general and administrative expenses due to $48 million in charges in connection with the exchange of Venezuela currency to U.S. dollar in the third quarter of 2009 compared with $17 million in the third quarter of 2008, as well as a higher number of gross subscriber additions and higher subscriber services costs associated with a larger subscriber base. These decreases were partially offset by the increases in gross profit from higher revenues in the quarter.

The lower operating profit was due to an increase in depreciation and amortization expense, which was primarily due to higher capitalization of set-top receivers under lease programs.

Corporate and Other

Operating loss from Corporate and Other increased to $29 million in the third quarter of 2009 from $16 million in the third quarter of 2008. The increase was primarily due to higher professional service fees.

Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008

Consolidated Results of Operations

Revenues. The following table presents our revenues by segment:

		Nine Months Ended September 30,					Change

Revenues By Segment:		2009		2008			$		%
		(Dollars in Millions)
DIRECTV U.S.		$	13,545	$	12,569		$	976		7.8	%
DIRECTV Latin America			2,039		1,811			228		12.6	%
Corporate and Other			—		(1	)		1		(100.0	)%

	Total revenues	$	15,584	$	14,379		$	1,205		8.4	%

The increase in our total revenues was primarily due to subscriber growth at DIRECTV U.S. and DIRECTV Latin America and higher ARPU at DIRECTV U.S. We discuss the changes for each of our segments in more detail below.

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Operating profit before depreciation and amortization. The following table presents our operating profit (loss) before depreciation and amortization by segment:

	Nine Months Ended September 30,						Change

Operating profit (loss) before depreciation and amortization:	2009			2008			$			%
	(Dollars in Millions)
DIRECTV U.S.	$	3,410		$	3,335		$	75			2.2	%
DIRECTV Latin America		478			507			(29	)		(5.7	)%
Corporate and Other		(69	)		(51	)		(18	)		35.3	%

Total operating profit before depreciation and amortization	$	3,819		$	3,791		$	28			0.7	%

The increase in total operating profit before depreciation and amortization was due to higher gross profit from the increase in revenues, mostly offset by higher subscriber acquisition and upgrade and retention costs in DIRECTV U.S. and DIRECTV Latin America and higher general and administrative costs in DIRECTV Latin America due to currency-related transaction charges in Venezuela.

Operating profit. The following table presents our operating profit (loss) by segment:

	Nine Months Ended September 30,						Change

Operating profit (loss):	2009			2008			$			%
	(Dollars in Millions)
DIRECTV U.S.	$	1,660		$	1,842		$	(182	)		(9.9	)%
DIRECTV Latin America		217			322			(105	)		(32.6	)%
Corporate and Other		(66	)		(48	)		(18	)		37.5	%

Total operating profit	$	1,811		$	2,116		$	(305	)		(14.4	)%

The decrease in our operating profit was primarily due to the increase in depreciation and amortization expense due to the DIRECTV U.S. and DIRECTV Latin America lease programs. We discuss the changes for each of our segments in more detail below.

Interest income. The decrease in interest income to $25 million for the nine months ended September 30, 2009 from $64 million for the nine months ended September 30, 2008 was due to lower interest rates, partially offset by a higher average cash balance.

Interest expense. The increase in interest expense to $304 million for the nine months ended September 30, 2009 from $248 million for the nine months ended September 30, 2008 was due to an increase in the average debt balance, partially offset by decreased interest rates.

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Other, net. The significant components of "Other, net" were as follows:

	Nine Months Ended September 30,						Change

Other, net	2009			2008			$			%
	(Dollars in Millions)
Equity in earnings of unconsolidated subsidiaries.	$	33		$	32		$	1			3.1	%
Loss on early extinguishment of debt		(23	)		—			(23	)		N/A
Net foreign currency transaction gain		57			—			57			N/A
Other		—			(3	)		3			(100.0	)%

Total	$	67		$	29		$	38			131.0	%

The increase in other, net to was due to a foreign currency transaction gain related to net U.S. dollar denominated liabilities held by Sky Brazil, partially offset by expenses related to the early extinguishment of a portion of our 8.375% senior notes.

Income Tax Expense. We recognized income tax expense of $585 million for the nine months ended September 30, 2009 compared to income tax expense of $712 million for the nine months ended September 30, 2008. The decrease in income tax expense is primarily attributable to the decrease in income before income taxes.

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DIRECTV U.S. Segment

The following table provides operating results and a summary of key subscriber data for the DIRECTV U.S. segment:

			Nine Months Ended and As of September 30,						Change

			2009			2008			$			%
			(Dollars in Millions, Except Per Subscriber Amounts)
Revenues			$	13,545		$	12,569		$	976			7.8	%
Operating costs and expenses
	Costs of revenues, exclusive of depreciation and amortization expense Broadcast programming and other			5,668			5,216			452			8.7	%
		Subscriber service expenses		946			839			107			12.8	%
		Broadcast operations expenses		206			197			9			4.6	%
	Selling, general and administrative expenses, exclusive of depreciation and amortization expense
		Subscriber acquisition costs		1,871			1,602			269			16.8	%
		Upgrade and retention costs		785			724			61			8.4	%
		General and administrative expenses		659			656			3			0.5	%
		Depreciation and amortization expense		1,750			1,493			257			17.2	%

Total operating costs and expenses				11,885			10,727			1,158			10.8	%

Operating Profit			$	1,660		$	1,842		$	(182	)		(9.9	)%

Other Data:
Operating profit before depreciation & amortization			$	3,410		$	3,335		$	75			2.2	%
Total number of subscribers (000's)(1)				18,441			17,320			1,121			6.5	%
ARPU			$	83.09		$	81.73		$	1.36			1.7	%
Average monthly subscriber churn %				1.53	%		1.50	%		—			2.0	%
Gross subscriber additions (000's)				3,309			2,860			449			15.7	%
Subscriber disconnections (000's)				2,489			2,300			189			8.2	%
Net subscriber additions (000's)				820			560			260			46.4	%
Average subscriber acquisition costs—per subscriber (SAC)			$	700		$	711		$	(11	)		(1.5	)%

(1): As discussed above in "Key Terminology," during 2008, we had a one-time downward adjustment to our subscriber count of approximately 71,000 subscribers related to commercial equivalent viewing units. This adjustment did not affect our revenue, operating profit, cash flows, net subscriber additions or average monthly subscriber churn.

Subscribers. Gross subscriber additions increased in 2009 due to higher demand for HD and DVR services and increased sales in our direct sales channel and increased sales in our Telco channels primarily due to the AT&T/DIRECTV bundled offer, which commenced in February 2009. Net subscriber additions increased due to the higher gross subscriber additions, partially offset by the higher number of disconnections due to a higher average monthly subscriber churn rate on the larger subscriber base. The increase in churn was principally due to stricter upgrade and retention policies for existing customers as well as more aggressive competitor promotions.

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Revenues. DIRECTV U.S.' revenues increased as a result of the larger subscriber base and higher ARPU. The increase in ARPU resulted primarily from price increases on programming packages, higher HD and DVR service fees, partially offset by more competitive promotions for both new and existing customers, lower penetration of our premium packages, one less week of NFL Sunday Ticket revenue and the expiration of a satellite lease.

Operating profit before depreciation and amortization. The increase in operating profit before depreciation and amortization was primarily due to the increase gross profit generated from the higher revenues, which was partially offset by higher subscriber acquisition costs from the increased number of gross subscriber additions and higher upgrade and retention costs from the increased number of existing customers adding HD and DVR services, using the movers program and increased upgrade and retention marketing costs.

Broadcast programming and other costs increased due to annual program supplier rate increases and the larger number of subscribers in 2009, coupled with increased costs related to an increased number of subscribers utilizing the protection plan, partially offset by decreased sports programming costs from one fewer week of NFL programming. Subscriber service expenses increased in 2009 primarily due to the increased number of subscribers and costs associated with service quality improvement initiatives.

Subscriber acquisition costs increased primarily due to the increase in the number of gross subscriber additions. SAC per subscriber, which includes the cost of capitalized set-top receivers, decreased due to increased use of refurbished set-top boxes, lower set-top receiver costs and lower national and direct sales advertising costs per subscriber added.

Upgrade and retention costs increased in 2009 due to an increase in upgrades to advanced services, increased use of the movers program and higher marketing costs.

General and administrative expenses remained relatively flat in 2009 primarily due to increases in labor and benefit expense, mostly offset by a $14 million charge in 2008 for the write-off of accounts receivable for equipment and other costs incurred to effect the orderly transition of services from one of our Home Service Providers that ceased operations.

Operating profit. The decrease in operating profit was primarily due to higher operating profit before depreciation and amortization, more than offset by higher depreciation and amortization expense in 2009 resulting from the capitalization of set-top receivers under the lease program.

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DIRECTV Latin America Segment

The following table provides operating results and a summary of key subscriber data for the DIRECTV Latin America segment:

	Nine Months Ended and As of September 30,						Change

	2009			2008			$			%
	(Dollars in Millions, Except Per Subscriber Amounts)
Revenues	$	2,039		$	1,811		$	228			12.6	%
Operating Profit Before Depreciation & Amortization		478			507			(29	)		(5.7	)%
Operating Profit		217			322			(105	)		(32.6	)%
Other Data:
ARPU	$	55.25		$	56.88		$	(1.63	)		(2.9	)%
Average monthly subscriber churn %(1)		1.84	%		1.85	%		—			(0.5	)%
Total number of subscribers (000's)(2)		4,330			3,734			596			16.0	%
Gross subscriber additions (000's)		1,115			1,052			63			6.0	%
Net subscriber additions (000's)		438			463			(25	)		(5.4	)%

(1): In the nine months ended September 30, 2008 DIRECTV Latin America had a 57,000 subscriber adjustment at Sky Brazil as a result of inconsistent application of our churn policies in previous periods and a 21,000 subscriber adjustment in Brazil identified as part of the completion of the integration of Sky Brazil and the DIRECTV Brazil businesses.
(2): DIRECTV Latin America subscriber data excludes subscribers of the Sky Mexico platform. We migrated approximately 3,000 subscribers from DIRECTV Latin America to Sky Mexico during the first nine months of 2009 and migrated approximately 8,000 subscribers from DIRECTV Latin America to Sky Mexico during the first nine months of 2008. Additionally, we migrated approximately 12,000 subscribers from a local pay television service provider in Latin America to Sky Brazil during the first nine months of 2009. Net subscriber additions as well as churn exclude the effect of these migrations.

The decrease in net subscriber additions is primarily associated with increased churn in Argentina and Venezuela, partially offset by increased gross additions.

Revenues increased primarily due to subscriber growth in Brazil, Venezuela and Argentina, partially offset by decreased ARPU in Brazil and Argentina. ARPU decreased primarily due to unfavorable exchange rates, partially offset by price increases in the region, primarily in Venezuela and higher fees for HD and DVR services.

Operating profit before depreciation and amortization decreased primarily due to higher general and administrative expenses due to the charges associated with the exchange of Venezuelan currency to U.S. dollars of $168 million in 2009 compared with $26 million in 2008, as well as a higher number of gross subscriber additions and higher subscriber services costs associated with a larger subscriber base. The decreases were partially offset by the increase gross profit from the higher revenues in the period.

The lower operating profit was primarily due to the decrease in operating profit before depreciation and amortization and increased depreciation and amortization, due primarily to the capitalization of set-top receivers under lease programs.

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Corporate and Other

Operating loss from Corporate and Other increased to $66 million in 2009 from $48 million in 2008. The increase was primarily due to increased professional service fees.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2009, our cash and cash equivalents totaled $3.3 billion compared with $2.0 billion at December 31, 2008. The $1.3 billion increase resulted primarily from $3.2 billion of cash provided by operating activities and approximately $2.0 billion of cash proceeds from the issuance of senior notes, partially offset by $1.5 billion of cash paid for the acquisition of satellites, property and equipment, $1.6 billion in cash used for the repurchase of shares and $661 million of cash used to repay long-term debt.

As a measure of liquidity, the current ratio (ratio of current assets to current liabilities) was 1.28 at September 30, 2009 and 1.13 December 31, 2008. The increase in our current ratio during the nine months ended September 30, 2009 was primarily due to the change in our cash and cash equivalents discussed above.

As of September 30, 2009, DIRECTV U.S. had the ability to borrow up to $500 million under its existing credit facility, which is available until 2011. DIRECTV U.S. is subject to restrictive covenants under its credit facility. These covenants limit the ability of DIRECTV U.S. and its respective subsidiaries to, among other things, make restricted payments, including dividends, loans or advances to us.

During 2009 and 2008, our Board of Directors approved multiple authorizations for the repurchase of our common stock, the most recent of which was in January 2009 authorizing share repurchases of $2.0 billion. As of September 30, 2009, we had approximately $339 million remaining under this authorization. During the nine months ended September 30, 2009, we repurchased and retired 70 million shares for $1.7 billion, at an average price of $23.73. Additionally, in October 2009 we repurchased and retired 1 million shares for $35 million, at an average price of $27.08, prior to the date our registration statement was declared effective by the SEC. We are not permitted to purchase any additional shares prior to the completion of the merger. We may make purchases under this program in the open market, through negotiated transactions or otherwise. The timing, nature and amount of such transactions will depend on a variety of factors, including market conditions, and the program may be suspended, discontinued or accelerated at any time. The sources of funds for the purchases under the remaining authorization are our existing cash on hand and cash from operations.

We expect to fund our cash requirements and our existing business plan using our available cash balances and cash provided by operations. Additional borrowings, which may include borrowings under the $500 million DIRECTV U.S. revolving credit facility, may be required to fund strategic investment opportunities should they arise.

As discussed above in Note 2 of the Notes to the Consolidated Financial Statements, as a part of the Liberty Entertainment merger transaction, Holdings would assume approximately $2 billion of indebtedness with a related equity collar, which is payable at various dates through 2012. Depending on facts and circumstances at the time of the closing of the Liberty Entertainment merger transaction, Holdings may be required or may choose to repay the debt in full and settle the equity collar from available cash on hand, cash provided by operations or new borrowings.

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Borrowings

At September 30, 2009, we had $7,163 million in total outstanding borrowings, bearing a weighted average interest rate of 5.4%. Our outstanding borrowings primarily consist of notes payable and amounts borrowed under a senior secured credit facility as more fully described in Note 5 of the Notes to the Consolidated Financial Statements in Item 1, Part I of this Quarterly Report and in Note 8 to the Notes to the Consolidated Financial Statements in Item 8, Part II of our 2008 Form 10-K.

Debt ratings by the various rating agencies reflect each agency's opinion of the ability of issuers to repay debt obligations as they come due and the expected estimated loss given a default. In general, lower ratings result in higher borrowing costs. Please refer to our 2008 Form 10-K for discussion of Moody's Investors Service and Standard & Poor's Rating Service ratings range.

Currently, The DIRECTV Group has the following security rating:

		Corporate		Outlook

Standard & Poor's		BBB-		Stable

Currently, DIRECTV U.S. has the following security ratings:

	Senior Secured	Senior Unsecured	Corporate	Outlook

Standard & Poor's	BBB-	BBB-	BBB-	Stable
Moody's	Baa2	Ba2	Ba1	Stable
Fitch	BBB	BBB-	BBB-	Stable

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Contingencies

As discussed in Note 6 of the Notes to the Consolidated Financial Statements in Part 1, Item 1 of this Quarterly Report, Globo has the right to exchange Sky Brazil shares for cash or our common shares. If Globo exercises this right, we have the option to elect to pay the consideration in cash, shares of our common stock, or a combination of both.

We currently utilize the official exchange rate of 2.15 bolivars per U.S. dollar to translate the financial statements of our Venezuelan subsidiary. This rate has been fixed despite significant inflation in Venezuela in recent periods. We are required to obtain Venezuelan government approval to exchange Venezuelan bolivars into U.S. dollars at the official rate, or alternatively, a legal parallel exchange process exists, however the rates implied by transactions in the parallel market are significantly higher than the official rate (recently 5 to 7 bolivars per U.S. dollar). The official approval process has been delayed in recent periods and our Venezuelan subsidiary has relied on the parallel exchange process to settle U.S. dollar obligations and to repatriate accumulated cash balances during 2009. As a result we recognized a $48 million charge during the third quarter of 2009 and a $168 million charge during the nine months ended September 30, 2009 to "General and administrative expense" in the Consolidated Statements of Operations in connection with the exchange of accumulated Venezuelan cash balances to U.S. dollars in the parallel exchange process. We currently expect to continue to repatriate cash generated in Venezuela in excess of local operating requirements, and to the extent we are unable to obtain timely approval to exchange bolivars at the official rate, we may use the legal parallel exchange process and we expect to incur additional charges in the future. Alternatively, if the Venezuelan government were to devalue the bolivar, we may realize a reduction in operating profits resulting from translation of financial results utilizing a higher exchange rate. Using the official exchange rate, our Venezuelan subsidiary had Venezuelan bolivar denominated liabilities of $12 million in excess of Venezuelan bolivar denominated assets, including cash of $44 million as of September 30, 2009.

Several factors may affect our ability to fund our operations and commitments that we discuss in "Contractual Obligations", "Off-Balance Sheet Arrangements" and "Contingencies" below. In addition, our future cash flows may be reduced if we experience, among other things, significantly higher subscriber additions than planned, increased subscriber churn or upgrade and retention costs, higher than planned capital expenditures for satellites and broadcast equipment, satellite anomalies or signal theft or if we are required to make a prepayment on our term loans under DIRECTV U.S.' senior secured credit facility. Additionally, DIRECTV U.S.' ability to borrow under the senior secured credit facility is contingent upon DIRECTV U.S. meeting financial and other covenants associated with its facility as more fully described above.

Dividend Policy

Dividends may be paid on our common stock only when, as, and if declared by our Board of Directors in its sole discretion. We have no current plans to pay any dividends on our common stock. We currently expect to use our future earnings for the development of our businesses or other corporate purposes, which may include share repurchases.

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CONTRACTUAL OBLIGATIONS

The following table sets forth our contractual obligations as of September 30, 2009, including the future periods in which payments are expected. Additional details regarding these obligations are provided in the Notes to the Consolidated Financial Statements in Part I, Item 1 referenced in the table below and the Notes to the Consolidated Financial Statements in Part II, Item 8 in our Form 10-K for the year ended December 31, 2008.

	Payments Due By Period

Contractual Obligations	Total		2009		2010-2011		2012-2013		2014 and thereafter
	(Dollars in Millions)
Long-term debt obligations (Note 5)(a)	$	9,584	$	467	$	1,138	$	2,560	$	5,419
Purchase obligations (Note 6)(b)		8,541		457		3,231		3,108		1,745
Operating lease obligations(c)		379		13		115		88		163
Capital lease obligations		951		23		178		166		584
Other long-term liabilities reflected on the Consolidated Balance Sheets under GAAP(d)(e)		162		22		140		—		—

Total	$	19,617	$	982	$	4,802	$	5,922	$	7,911

(a): Long-term debt obligations include interest calculated based on the rates in effect at September 30, 2009, however, the obligations do not reflect potential prepayments that may be required under DIRECTV U.S.' senior secured credit facility, if any, or permitted under its indentures.
(b): Purchase obligations consist of broadcast programming commitments, satellite construction and launch contracts and service contract commitments. Broadcast programming commitments include guaranteed minimum contractual commitments that are typically based on a minimum number of required subscribers subscribing to the related programming. Actual payments may exceed the minimum payment requirements if the actual number of subscribers subscribing to the related programming exceeds the minimum amounts. Service contract commitments include minimum commitments for the purchase of services that have been outsourced to third parties, such as billing services, telemetry, tracking and control services and broadcast center services. In most cases, actual payments, which are typically based on volume, usually exceed these minimum amounts.
(c): Certain of the operating leases contain escalation clauses and renewal or purchase options, which we do not consider in the amounts disclosed.
(d): Other long-term liabilities consist of amounts DIRECTV U.S. owes to the National Rural Telecommunications Cooperative, or NRTC, for the purchase of distribution rights and to the NRTC members that elected the long-term payment option resulting from the NRTC acquisition transactions we consummated in 2004, and satellite contracts.
(e): Payments due by period for other long-term liabilities reflected on the Consolidated Balance Sheet under GAAP do not include payments that could be made related to our net unrecognized tax benefits liability, which amounted to $216 million as of September 30, 2009. The timing and amount of any future payments is not reasonably estimable, as such payments are dependent on the completion and resolution of examinations with tax authorities. We do not expect a significant payment related to these obligations within the next twelve months.

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CONTINGENCIES

For a discussion of "Contingencies," see Part I, Item 1, Note 6 of the Notes to the Consolidated Financial Statements of this Quarterly Report, which we incorporate herein by reference.

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

For a discussion of "Certain Relationships and Related-Party Transactions," see Part I, Item 1, Note 7 of the Notes to the Consolidated Financial Statements of this Quarterly Report, which we incorporate herein by reference.

ACCOUNTING CHANGES

For a discussion of "Accounting Changes," see Part I, Item 1, Note 3 of the Notes to the Consolidated Financial Statements of this Quarterly Report, which we incorporate herein by reference.

* * *

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the three months ended September 30, 2009. For additional information, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in Part II of our Annual Report on Form 10-K for the year ended December 31, 2008.

* * *

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q under the supervision and with the participation of management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on the evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2009.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended September 30, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

(a) Material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which we became or were a party during the quarter ended September 30, 2009 or subsequent thereto, but before the filing of this report, are summarized below:

Intellectual Property Litigation. We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and also in certain of these cases we expect that any potential liability would be the responsibility of our equipment vendors pursuant to applicable contractual indemnification provisions. To the extent that the allegations in these lawsuits can be analyzed by us at this stage of their proceedings, we believe the claims are without merit and intend to defend the actions vigorously. The final disposition of these claims is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations of any one period. No assurance can be given that any adverse outcome would not be material to our consolidated financial position.

Legal Proceedings Regarding the Merger. There are multiple purported class action complaints pending against DIRECTV, Liberty and the DIRECTV board of directors in the Delaware Court of Chancery and California State Court. Four stockholder class action complaints were brought in Delaware Chancery Court from May 12, 2009 to May 19, 2009, all of which were subsequently consolidated on May 22, 2009 (the "Delaware Action"). One stockholder class action complaint was brought in California State Court on May 29, 2009 (the "California Action"). The Delaware and California Actions are purported class actions on behalf of the public stockholders of DIRECTV. The consolidated Delaware complaint and the California complaint allege, among other things, that the members of the DIRECTV board of directors breached their fiduciary duties in approving the merger agreement. In September 2009, the California Action was stayed pending conclusion of the consolidated Delaware Action.

On October 16, 2009, all of the parties to the Delaware action entered into a Stipulation and Agreement of Compromise, Settlement and Release.

On October 19, 2009, the Delaware Chancery Court granted preliminary approval of the settlement of the Delaware Action. The Delaware Chancery Court also scheduled a hearing on November 25, 2009 for final approval of the settlement, at which time the Delaware Chancery Court will hear any objections to the settlement. The terms of the settlement and the procedure for filing a stockholder objection to the settlement are set forth in the Stipulation and the Notice of Settlement filed as Exhibits 99.1 and 99.2, respectively to The DIRECTV Group's Current Report on Form 8-K filed on October 20, 2009.

Other. We are subject to other legal proceedings and claims that arise in the ordinary course of our business. The amount of ultimate liability with respect to such actions is not expected to materially affect our financial position, results of operations or liquidity.

(b) No previously reported legal proceedings were terminated during the third quarter ended September 30, 2009.

ITEM 1A. RISK FACTORS

The risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2008 have not materially changed.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Repurchase Program

In January 2009, our Board of Directors approved a $2 billion repurchase program of our common stock. The authorization allows us to repurchase our common stock from time to time through open market purchases and negotiated transactions, subject to market conditions. The program may be suspended, discontinued or accelerated at any time. The sources of funds for the purchases under the remaining authorization are our existing cash on hand and cash from operations. Repurchased shares are retired, but remain authorized for registration and issuance in the future.

A summary of the repurchase activity for the three months ended September 30, 2009 is as follows:

Period	Total Number of Shares Purchased		Average Price Paid Per Share			Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs

	(Amounts in Millions, Except Per Share Amounts)
July 1—31, 2009		18	$	24.45	18	$	838
August 1—31, 2009		13		24.76	13		509
September 1—30, 2009		7		25.98	7		339

Total		38		24.82	38		339

ITEM 6. EXHIBITS

Exhibit Number			Exhibit Name

	*2.1		Amendment No. 1 to the Agreement and Plan of Merger, dated July 29, 2009 by and among Liberty Media Corporation, Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, DTVG One, Inc. and DTVG Two, Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K of The DIRECTV Group, Inc. filed on July 30, 2009).
	*2.2		Amendment No. 2, dated as of October 2, 2009, to the Agreement and Plan of Merger, dated as of May 3, 2009, by and among Liberty Media Corporation, Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, DTVG One, Inc. and DTVG Two, Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K of The DIRECTV Group, Inc. filed on October 2, 2009).
	*10.1		Amendment No. 1, dated as of July 29, 2009, to the Voting and Right of First Refusal Agreement, dated as of May 3, 2009, by and among Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, Dr. John C. Malone, Mrs. Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A (incorporated by reference to Exhibit 10.2 of the Form 8-K of The DIRECTV Group, Inc. filed on July 30, 2009).
	*10.2		Amendment No. 2, dated as of October 2, 2009, to the Voting and Right of First Refusal Agreement, dated as of May 3, 2009, by and among Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, Dr. John C. Malone, Mrs. Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A (incorporated by reference to Exhibit 10.2 of the Form 8-K of The DIRECTV Group, Inc. filed on October 2, 2009).

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Exhibit Number			Exhibit Name

	*10.3		Indenture, dated as of September 22, 2009, by and among DIRECTV Holdings LLC, DIRECTV Financing Co, Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K of DIRECTV Holdings, LLC filed on September 25, 2009).
	*10.4		Registration Rights Agreement dated as of September 22, 2009, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and the Initial Purchasers named therein (incorporated by reference to Exhibit 10.2 of the Form 8-K of DIRECTV Holdings LLC filed on September 25, 2009).
	*††10.5		Interim Chief Executive Officer Short-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K of DIRECTV Holdings LLC filed on August 10, 2009).
	**31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	**31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	**32.1		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	**32.2		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	*** 101.INS		XBRL Instance Document
	***101.SCH		XBRL Taxonomy Extension Schema Document
	*** 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
	*** 101.LAB		XBRL Taxonomy Extension Label Linkbase Document
	*** 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*: Incorporated by reference.
**: Furnished, not filed.
***: Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
††: Management contract or compensatory plan or arrangement.

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SIGNATURE

Pursuant to the requirements 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.


	THE DIRECTV GROUP, INC. (Registrant)
Date: November 5, 2009	By:	/s/ PATRICK T. DOYLE Patrick T. Doyle (Executive Vice President and Chief Financial Officer)

DIRECTV GROUP INC 10-Q