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The DIRECTV Group Announces Second Quarter 2008 Results

DIRECTV Group Operating Profit Before Depreciation and
Amortization (OPBDA) Increases 20% to $1.4 Billion

-- DIRECTV U.S. OPBDA Grows 15% to $1.2 Billion; Latin America
Increases 69% to $161 Million

DIRECTV Group Free Cash Flow Grows 86% to $373 Million

-- Increase Driven by a 28% Decline in Capital Expenditures and
Higher Margins

-- Company Also Repurchases $576M of Stock in the Quarter

DIRECTV Group Revenues Increase 16% to Over $4.8 Billion

-- DIRECTV U.S. Revenues Increase 13% to $4.2 Billion; Latin
America up 49% to $611 Million

DIRECTV Group Net Subscriber Additions Increase 16% to 313,000

-- DIRECTV U.S. Net Additions of 129,000 Driven by Lowest Second
Quarter Monthly Churn Rate in Four Years of 1.49%; Latin
America Net Subscriber Additions Increase 30% to 184,000

EL SEGUNDO, Calif., Aug 07, 2008 (BUSINESS WIRE) -- The DIRECTV Group, Inc. (NASDAQ:DTV) today reported that second quarter 2008 revenues increased 16% to $4.81 billion, operating profit before depreciation and amortization(1) increased 20% to $1.36 billion and operating profit increased 8% to $801 million compared to last year's second quarter. The DIRECTV Group reported that second quarter net income of $455 million increased 2% and earnings per share increased 8% to $0.40 compared with the same period last year.

"DIRECTV's strong second quarter results again point to the successful execution of our strategy to offer the nation's best television experience to higher quality subscribers. In particular, our industry-leading content, HD, DVR and interactive services are driving strong top-line growth, higher operating margins and most importantly, substantial cash flow growth," said Chase Carey, president and CEO of The DIRECTV Group, Inc.

"DIRECTV U.S. revenues were up 13% to $4.2 billion driven by solid subscriber growth--due in large part to the lowest second quarter monthly churn rate in four years of 1.49%--as well as a 7.0% increase in ARPU. Much of our success in adding new subscribers, reducing churn and increasing household revenue can be attributed to the significant increase in subscribers with HD and/or DVR services over the past year.

"In addition to the strong revenue growth, we're continuing to drive margin expansion through greater operating efficiencies and cost controls leading to a 15% increase in DIRECTV U.S. OPBDA to $1.22 billion," Carey said. "More importantly, the higher profitability and a 35% reduction in capital expenditures drove DIRECTV U.S. cash flow before interest and taxes to $618 million, twice last year's level."

Carey added, "Our DIRECTV Latin America business also had a strong quarter as gross subscriber additions increased 45% and net subscriber additions increased 30% to 378,000 and 184,000 respectively, mostly due to strong growth in Brazil, Argentina and Venezuela. In addition, revenues grew 49% to $611 million and operating profit before depreciation and amortization increased 69% to $161 million primarily due to strong subscriber and ARPU growth, as well as favorable exchange rates and margin improvement."

Carey concluded, "As we head into the second half of 2008, we are poised to extend our video leadership position as we significantly expand our industry-leading HD lineup with the launch next week of more than 30 new channels, bringing our total HD offering to 130 channels. In addition, we recently launched DIRECTV On Demand and our most popular promotion of the year linked to our exclusive NFL SUNDAY TICKET(TM) package. With these in place, we expect to build on the momentum established in the first half of the year to continue delivering strong financial results and substantial cash flow growth going forward."

                THE DIRECTV GROUP'S OPERATIONAL REVIEW

The DIRECTV Group                       Three Months     Six Months
Dollars in Millions except Earnings    Ended June 30,  Ended June 30,
 per Common Share                      --------------- ---------------
                                         2008    2007    2008    2007
----------------------------------------------------------------------
Revenues                               $ 4,807 $ 4,135 $ 9,398 $ 8,043
----------------------------------------------------------------------
Operating Profit Before Depreciation
 and Amortization(1)                     1,358   1,133   2,539   2,063
----------------------------------------------------------------------
Operating Profit                           801     740   1,458   1,303
----------------------------------------------------------------------
Net Income                                 455     448     826     784
----------------------------------------------------------------------
Basic and Diluted Earnings Per Common
 Share ($)                                0.40    0.37    0.72    0.64
----------------------------------------------------------------------
Capital Expenditures and Cash Flow
----------------------------------------------------------------------
Cash Paid for DIRECTV U.S. Subscriber
 Leased Equipment - Acquisitions,
 Upgrade and Retention                     209     335     526     741
----------------------------------------------------------------------
Cash Paid for Property, Equipment and
 Satellites                                261     321     510     605
----------------------------------------------------------------------
Cash Flow Before Interest and Taxes(2)     718     305   1,335     653
----------------------------------------------------------------------
Free Cash Flow(3)                          373     201     917     510
----------------------------------------------------------------------

Second Quarter Review

The DIRECTV Group's second quarter revenues of $4.81 billion increased 16% over the same period last year principally due to strong ARPU and subscriber growth at DIRECTV U.S. and DIRECTV Latin America.

Operating profit before depreciation and amortization increased 20% to $1.36 billion primarily due to the gross profit associated with the higher revenues discussed above, partially offset by higher acquisition costs at DIRECTV U.S. mostly due to higher direct sales marketing expenses, dealer incentives and installation costs related to the acquisition of higher quality and advanced product customers. Also impacting the comparison was a $25 million one-time gain booked in 2007 related to hurricane insurance claims and a $14 million charge in 2008 for costs associated with the transition of services from a DIRECTV Home Service Provider that ceased operations. Operating profit increased 8% to $801 million primarily due to the higher OPBDA, partially offset by higher depreciation and amortization associated with the capitalization of customer equipment under the DIRECTV U.S. lease program implemented in March 2006.

Net income increased slightly to $455 million compared with the second quarter of last year as the higher operating profit was mostly offset by higher net interest expense primarily associated with an increase in average net debt. Earnings per share increased 8% to $0.40 driven by the higher net income and a reduction in shares outstanding due to share repurchase programs.

Cash flow before interest and taxes(2) more than doubled to $718 million and free cash flow(3) increased 86% to $373 million compared to the second quarter of 2007 primarily due to the higher OPBDA, lower capital expenditures primarily driven by reduced set-top box costs and an increase in the use of refurbished set-top boxes, as well as a $32 million dividend received from Sky Mexico. These improvements were partially offset by higher use of working capital.

The period also included cash paid for share repurchases of $576 million as well as a $2.50 billion debt financing. The financing consisted of $1.5 billion in 7(5)/(8)% senior notes due 2016 and $1.0 billion of incremental floating rate term loans under an existing senior secured credit facility. The net proceeds of these financings are available for general corporate purposes and to fund DIRECTV's $3 billion share repurchase program announced in May 2008.

Year-to-Date Review

The DIRECTV Group's six month revenues of $9.40 billion increased 17% over the same period last year principally due to strong ARPU and subscriber growth at DIRECTV U.S. and DIRECTV Latin America.

Operating profit before depreciation and amortization increased 23% to $2.54 billion primarily due to the gross profit associated with the higher revenues discussed above, partially offset by higher acquisition and upgrade costs at DIRECTV U.S. mostly due to higher direct sales marketing expenses, dealer incentives and installation costs related to the acquisition of higher quality and advanced product customers. Operating profit increased 12% to $1.46 billion primarily due to the higher OPBDA, partially offset by higher depreciation and amortization associated with the capitalization of customer equipment under the DIRECTV U.S. lease program implemented in March 2006.

Net income climbed 5% to $826 million compared with the first half of last year as the higher operating profit was partially offset by higher net interest expense primarily associated with an increase in average net debt. Earnings per share increased 13% to $0.72 driven by the higher net income and a reduction in shares outstanding due to share repurchases.

Cash flow before interest and taxes more than doubled to $1.34 billion and free cash flow increased 80% to $917 million compared to the first six months of 2007 primarily due to the higher OPBDA, lower capital expenditures driven by reduced set-top box costs and an increase in the use of refurbished set-top boxes, as well as a $32 million dividend received from Sky Mexico. These improvements were partially offset by higher use of working capital. The first six months of 2008 also included cash paid for share repurchases of $736 million and a capital contribution of $160 million received at the close of the Liberty Media and News Corporation transaction.

SEGMENT FINANCIAL REVIEW

DIRECTV U.S. Segment

Second Quarter Review

Net subscriber additions of 129,000 were essentially flat compared with last year's second quarter as the decline in average monthly churn rate to 1.49% mostly offset the slight decline in gross additions. The decline in gross additions to 894,000 was in part due to the end of the AT&T distribution agreement in the former BellSouth territories on April 1, 2008. The reduction in churn was principally due to a continued focus on attaining higher quality subscribers and an increase in the number of subscribers with advanced services. DIRECTV U.S. ended the quarter with 17.16 million subscribers, an increase of 5% over the 16.32 million subscribers reported on June 30, 2007.

                                     Three Months       Six Months
DIRECTV U.S.                        Ended June 30,    Ended June 30,
                                   ----------------- -----------------
Dollars in Millions except ARPU      2008     2007     2008     2007
----------------------------------------------------------------------
Revenue                            $ 4,196  $ 3,726  $ 8,245  $ 7,265
----------------------------------------------------------------------
Average Monthly Revenue per
 Subscriber (ARPU) ($)               81.80    76.43    80.79    74.96
----------------------------------------------------------------------
Operating Profit Before
 Depreciation and Amortization(1)    1,218    1,062    2,275    1,931
----------------------------------------------------------------------
Operating Profit                       717      722    1,310    1,288
----------------------------------------------------------------------
Cash Flow Before Interest and
 Taxes(2)                              618      308    1,221      651
----------------------------------------------------------------------
Free Cash Flow(3)                      224      (47)     729      215
----------------------------------------------------------------------
Subscriber Data (in 000's except
 Churn)
----------------------------------------------------------------------
Gross Subscriber Additions             894      900    1,858    1,829
----------------------------------------------------------------------
Average Monthly Subscriber Churn      1.49%    1.58%    1.42%    1.51%
----------------------------------------------------------------------
Net Subscriber Additions               129      128      404      363
----------------------------------------------------------------------
Cumulative Subscribers              17,164   16,316   17,164   16,316
----------------------------------------------------------------------

In the quarter, DIRECTV U.S. revenues increased 13% to $4.20 billion due to strong ARPU growth and the larger subscriber base. ARPU of $81.80 increased 7.0% principally due to programming package price increases, higher HD and DVR service and equipment fees, as well as higher lease fees due to an increase in the average number of receivers per home.

Second quarter 2008 OPBDA increased 15% to $1.22 billion primarily due to the gross profit on the increased revenues partially offset by higher subscriber acquisition costs mostly due to an increase in direct sales marketing expenses, dealer incentives and installation costs related to the acquisition of higher quality and advanced product customers. Also impacting the comparison was a $25 million one-time gain booked in 2007 related to hurricane insurance claims and a $14 million charge in 2008 for costs associated with the transition of services from a DIRECTV Home Service Provider that ceased operations. Excluding these items, OPBDA margin improved 153 basis points from 27.8% to 29.4%. Operating profit in the quarter was down slightly compared to the same period last year to $717 million as the higher OPBDA was more than offset by increased depreciation expense associated with the capitalization of set-top boxes under the lease program which began in March 2006.

DIRECTV Latin America Segment

The DIRECTV Group owns approximately 74% of Sky Brazil, 41% of Sky Mexico and 100% of PanAmericana, which covers most of the remaining countries in the region. Sky Mexico, whose results are accounted for as an equity method investment and therefore are not consolidated by DIRECTV Latin America, had approximately 1.69 million subscribers as of June 30, 2008 bringing the total subscribers in the region to 5.35 million.

Second Quarter Review

In the second quarter of 2008, DIRECTV Latin America net subscriber additions increased 30% to 184,000 compared to the same period last year. The increase was due to higher gross additions mainly in Brazil, Argentina and Venezuela, partially offset by higher aggregate churn of 1.81% in the region. The increase in churn was primarily due to a 21,000 subscriber adjustment that was identified upon completing the integration of the Sky Brazil and DIRECTV Brazil businesses. Excluding the subscriber adjustment in Brazil, monthly churn would have been 1.61% which is higher than last year's second quarter primarily due to higher churn in PanAmericana related to our prepaid business, competition and faster growth. The total number of DIRECTV subscribers in Latin America as of June 30, 2008 increased 24% to 3.66 million compared to 2.94 million as of June 30, 2007.

                                        Three Months     Six Months
DIRECTV Latin America                  Ended June 30,  Ended June 30,
                                       --------------- ---------------
Dollars in Millions except ARPU         2008    2007    2008    2007
----------------------------------------------------------------------
Revenue                                $  611  $  409  $1,153  $  778
----------------------------------------------------------------------
Average Monthly Revenue per Subscriber
 (ARPU) ($)                             57.07   47.51   55.36   46.04
----------------------------------------------------------------------
Operating Profit Before Depreciation
 and Amortization(1)                      161      95     299     175
----------------------------------------------------------------------
Operating Profit                          102      41     180      57
----------------------------------------------------------------------
Cash Flow Before Interest and Taxes(2)    119      43     168      80
----------------------------------------------------------------------
Free Cash Flow(3)                          72      34     101      65
----------------------------------------------------------------------
Subscriber Data(4) (in 000's except
 Churn)
----------------------------------------------------------------------
Gross Subscriber Additions                378     260     737     464
----------------------------------------------------------------------
Average Monthly Subscriber Churn         1.81%   1.38%   1.69%   1.39%
----------------------------------------------------------------------
Net Subscriber Additions                  184     141     384     229
----------------------------------------------------------------------
Cumulative Subscribers                  3,659   2,940   3,659   2,940
----------------------------------------------------------------------

Revenues for DIRECTV Latin America increased 49% to $611 million in the quarter principally due to strong subscriber and ARPU growth. ARPU increased 20.1% to $57.07 primarily due to favorable exchange rates in Brazil, the benefits from the merger with Sky Brazil, as well as strong ARPU growth in PanAmericana. DIRECTV Latin America's second quarter 2008 OPBDA of $161 million was 69% higher than last year's results and operating profit more than doubled to $102 million primarily due to the gross profit generated from the higher revenues. These improvements were partially offset by higher subscriber acquisition costs mostly due to the increase in gross additions, as well as higher costs related to the exchange rate appreciation.

CONFERENCE CALL INFORMATION

A live webcast of The DIRECTV Group's second quarter 2008 earnings call will be available on the company's website at www.directv.com/investor. The webcast will begin at 2:00 p.m. ET, today August 7, 2008 and will be archived on our website at www.directv.com/investor. Access to the earnings call is also available in the United States by dialing (866) 409-1555 and internationally by dialing (913) 312-0400. The confirmation code is 8928342.

FOOTNOTES

(1) Operating profit before depreciation and amortization, which is a financial measure that is not determined in accordance with accounting principles generally accepted in the United States of America, or GAAP, should be used in conjunction with other GAAP financial measures and is not presented as an alternative measure of operating results, as determined in accordance with GAAP. Please see each of The DIRECTV Group's and DIRECTV Holdings LLC's Annual Reports on Form 10-K for the year ended December 31, 2007 for further discussion of operating profit before depreciation and amortization. Operating profit before depreciation and amortization margin is calculated by dividing operating profit before depreciation and amortization by total revenues.

(2) Cash flow before interest and taxes, which is a financial measure that is not determined in accordance with GAAP, is calculated by deducting amounts under the captions "Cash paid for property and equipment", "Cash paid for satellites", "Cash paid for subscriber leased equipment - subscriber acquisitions" and "Cash paid for subscriber leased equipment - upgrade and retention" from "Net cash provided by operating activities" from the Consolidated Statements of Cash Flows and adding back net interest paid and "Cash paid for income taxes". 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. The DIRECTV Group and DIRECTV U.S. management use cash flow before interest and taxes to evaluate the cash generated by our current subscriber base, net of capital expenditures, and excluding the impact of interest and taxes, for the purpose of allocating resources to activities such as adding new subscribers, retaining and upgrading existing subscribers, for additional capital expenditures and as a measure of performance for incentive compensation purposes. The DIRECTV Group and DIRECTV U.S. 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 cash flow before interest and taxes to determine the ability of our current and projected subscriber base to fund required and discretionary spending and to help determine the financial value of the company.

(3) Free cash flow, which is a financial measure that is not determined in accordance with GAAP, is calculated by deducting amounts under the captions "Cash paid for property and equipment", "Cash paid for satellites", "Cash paid for subscriber leased equipment - subscriber acquisitions", and "Cash paid for subscriber leased equipment - upgrade and retention" 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. The DIRECTV Group and DIRECTV U.S. management 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 and as a measure of performance for incentive compensation purposes. The DIRECTV Group and DIRECTV U.S. 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 our current and projected subscriber base to fund required and discretionary spending and to help determine the financial value of the company.

(4) DIRECTV Latin America subscriber data exclude subscribers of the Sky Mexico service. Gross and net subscriber additions as well as churn exclude the impact of the migration of approximately 4,000 subscribers in Central America to Sky Mexico in the first half of 2008. Cumulative subscriber totals include a reduction for the migration of these 4,000 subscribers.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

NOTE: This release may include or incorporate by reference 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 "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 actual results to differ materially from historical results or from those expressed or implied by the relevant forward-looking statement. Such risks and uncertainties include, but are not limited to: economic conditions; product demand and market acceptance; ability to simplify aspects of our business model, improve customer service, create new and desirable programming content and interactive features, and achieve anticipated economies of scale; government action; local political or economic developments in or affecting countries where we have operations, including political, economic and social uncertainties in many Latin American countries in which DIRECTV Latin America operates; foreign currency exchange rates; currency exchange controls; ability to obtain export licenses; competition; the outcome of legal proceedings; ability to achieve cost reductions; ability of third parties to timely perform material contracts; ability to renew programming contracts under favorable terms; technological risk; limitations on access to distribution channels; the success and timeliness of satellite launches; in-orbit performance of satellites, including technical anomalies; loss of uninsured satellites; theft of satellite programming signals; and our ability to access capital to maintain our financial flexibility. We urge you to consider these factors carefully in evaluating the forward-looking statements.

The DIRECTV Group (NASDAQ:DTV) is a world-leading provider of digital television entertainment services. Through its subsidiaries and affiliated companies in the United States, Brazil, Mexico and other countries in Latin America, the DIRECTV Group provides digital television service to more than 17.1 million customers in the United States and over 5.3 million customers in Latin America.

THE DIRECTV GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)

                                     Three Months    Six Months Ended
                                          Ended
                                        June 30,          June 30,
                                    ----------------  ----------------
                                     2008     2007     2008     2007
                                    ----------------------------------

Revenues                            $4,807   $4,135   $9,398   $8,043
----------------------------------------------------------------------

Operating costs and expenses
   Costs of revenues, exclusive of
    depreciation and amortization
    expense
        Broadcast programming and
         other                       1,930    1,670    3,822    3,295
        Subscriber service
         expenses                      307      306      613      608
        Broadcast operations
         expenses                       89       81      179      156
   Selling, general and
    administrative expenses,
    exclusive of depreciation and
    amortization expense
        Subscriber acquisition
         costs                         573      498    1,156      967
        Upgrade and retention
         costs                         217      199      477      431
        General and administrative
         expenses                      333      248      612      523
   Depreciation and amortization
    expense                            557      393    1,081      760
----------------------------------------------------------------------
Total operating costs and expenses   4,006    3,395    7,940    6,740
----------------------------------------------------------------------

Operating profit                       801      740    1,458    1,303

Interest income                         21       34       37       71
Interest expense                       (82)     (57)    (145)    (115)
Other, net                              15        7       18       17
----------------------------------------------------------------------

Income from before income taxes
 and minority interests                755      724    1,368    1,276

Income tax expense                    (287)    (287)    (517)    (503)
Minority interests in net earnings
 of subsidiaries                       (13)      (6)     (25)      (6)
----------------------------------------------------------------------

Income from continuing operations      455      431      826      767

Income from discontinued
 operations, net of taxes                -       17        -       17
----------------------------------------------------------------------

Net income                          $  455   $  448   $  826   $  784
======================================================================

Basic and diluted earnings per
 common share:
Income from continuing operations   $ 0.40   $ 0.36   $ 0.72   $ 0.63
Income from discontinued
 operations, net of taxes                -     0.01        -     0.01
----------------------------------------------------------------------
Basic and diluted earnings per
 common share                       $ 0.40   $ 0.37   $ 0.72   $ 0.64
======================================================================

Weighted average number of common
 shares outstanding (in millions)
   Basic                             1,140    1,217    1,144    1,222
   Diluted                           1,146    1,224    1,149    1,230

THE DIRECTV GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
(Unaudited)

                                              June 30,    December 31,
ASSETS                                          2008          2007
----------------------------------------------------------------------
Current assets
Cash and cash equivalents                   $      3,837  $      1,083
Accounts receivable, net of allowances of
 $63 and $56                                       1,319         1,535
Inventories                                          202           193
Deferred income taxes                                 87            90
Prepaid expenses and other                           261           245
----------------------------------------------------------------------

Total current assets                               5,706         3,146
Satellites, net                                    2,239         2,026
Property and equipment, net                        3,962         3,807
Goodwill                                           3,666         3,669
Intangible assets, net                             1,378         1,577
Investments and other assets                         883           838
----------------------------------------------------------------------

Total assets                                $     17,834  $     15,063
======================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------------------------------------------------
Current liabilities
Accounts payable and accrued liabilities    $      2,783  $      3,032
Unearned subscriber revenue and deferred
 credits                                             390           354
Current portion of long-term debt                     83            48
----------------------------------------------------------------------

Total current liabilities                          3,256         3,434
Long-term debt                                     5,784         3,347
Deferred income taxes                                680           567
Other liabilities and deferred credits             1,500         1,402
Commitments and contingencies
Minority interest                                     36            11
Stockholders' equity                               6,578         6,302
----------------------------------------------------------------------

Total liabilities and stockholders' equity  $     17,834  $     15,063
======================================================================

THE DIRECTV GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
(Unaudited)

                                                     Six Months Ended
                                                         June 30,
                                                    ------------------
                                                      2008      2007
----------------------------------------------------------------------
Cash Flows From Operating Activities
Net income                                          $   826   $   784
Income from discontinued operations, net of taxes         -       (17)
                                                    --------  --------
Income from continuing operations                       826       767
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Depreciation and amortization                      1,081       760
   Amortization of deferred revenues and deferred
    credits                                             (50)      (31)
   Dividends received                                    35         -
   Deferred income taxes                                124       197
   Other                                                 46        22
 Change in other operating assets and liabilities:
   Accounts receivable                                  185       197
   Inventories                                           (9)      (52)
   Prepaid expenses and other                           (27)        -
   Accounts payable and accrued liabilities            (353)     (145)
   Unearned subscriber revenue and deferred
    credits                                              36        71
   Other, net                                            59        70
----------------------------------------------------------------------
Net cash provided by operating activities             1,953     1,856
----------------------------------------------------------------------
Cash Flows From Investing Activities
Cash paid for property and equipment                   (959)   (1,234)
Cash paid for satellites                                (77)     (112)
Investment in companies                                (104)     (332)
Purchase of short-term investments                        -      (528)
Sale of short-term investments                            -       649
Other, net                                               36        35
----------------------------------------------------------------------
Net cash used in investing activities                (1,104)   (1,522)
----------------------------------------------------------------------
Cash Flows From Financing Activities
Cash proceeds from debt issuance                      2,490         -
Debt issuance costs                                     (19)        -
Repayment of debt                                       (18)     (215)
Net increase in short-term borrowings                     -         2
Repayment of other long-term obligations                (62)      (63)
Capital contribution                                    160         -
Common shares repurchased and retired                  (736)     (697)
Stock options exercised                                  82        72
Excess tax benefit from share-based compensation          8         6
----------------------------------------------------------------------
Net cash provided by (used in) financing
 activities                                           1,905      (895)
----------------------------------------------------------------------
Net increase (decrease) in cash and cash
 equivalents                                          2,754      (561)
Cash and cash equivalents at beginning of the
 period                                               1,083     2,499
----------------------------------------------------------------------
Cash and cash equivalents at the end of the period  $ 3,837   $ 1,938
----------------------------------------------------------------------

Supplemental Cash Flow Information
Cash paid for interest                              $   124   $   113
Cash paid for income taxes                              331       101

THE DIRECTV GROUP, INC.
SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)

                                        Three Months     Six Months
                                             Ended           Ended
                                           June 30,        June 30,
                                        --------------  --------------
                                        2008    2007    2008    2007
----------------------------------------------------------------------
DIRECTV U.S.
Revenues                               $4,196  $3,726  $8,245  $7,265
Operating profit before depreciation
 and amortization (1)                   1,218   1,062   2,275   1,931
Operating profit before depreciation
 and amortization margin (1)             29.0%   28.5%   27.6%   26.6%
Operating profit                       $  717  $  722  $1,310  $1,288
Operating profit margin                  17.1%   19.4%   15.9%   17.7%
Depreciation and amortization          $  501  $  340  $  965  $  643
Capital expenditures (2)                  360     546     842   1,164

----------------------------------------------------------------------
DIRECTV LATIN AMERICA
Revenues                               $  611  $  409  $1,153  $  778
Operating profit before depreciation
 and amortization (1)                     161      95     299     175
Operating profit before depreciation
 and amortization margin (1)             26.4%   23.2%   25.9%   22.5%
Operating profit                       $  102  $   41  $  180  $   57
Operating profit margin                  16.7%   10.0%   15.6%    7.3%
Depreciation and amortization          $   59  $   54  $  119  $  118
Capital expenditures (2)                  115      82     212     141

----------------------------------------------------------------------
CORPORATE and OTHER
Revenues                               $    -  $    -  $    -  $    -
Operating loss before depreciation and
 amortization (1)                         (21)    (24)    (35)    (43)
Operating loss                            (18)    (23)    (32)    (42)
Depreciation and amortization              (3)     (1)     (3)     (1)
Capital expenditures (2)                    3      28       3      29

----------------------------------------------------------------------
TOTAL
Revenues                               $4,807  $4,135  $9,398  $8,043
Operating profit before depreciation
 and amortization (1)                   1,358   1,133   2,539   2,063
Operating profit before depreciation
 and amortization margin (1)             28.3%   27.4%   27.0%   25.6%
Operating profit                       $  801  $  740  $1,458  $1,303
Operating profit margin                  16.7%   17.9%   15.5%   16.2%
Depreciation and amortization          $  557  $  393  $1,081  $  760
Capital expenditures (2)                  478     656   1,057   1,334

(1) See footnote 1 in the text.

(2) Capital expenditures include cash paid and amounts accrued during the period for property, equipment and satellites.

DIRECTV HOLDINGS LLC (DIRECTV U.S.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Millions)
(Unaudited)

                                     Three Months
                                          Ended       Six Months Ended
                                        June 30,          June 30,
                                    ----------------  ----------------
                                      2008     2007     2008     2007
                                    ----------------  ----------------

Revenues                            $4,196   $3,726   $8,245   $7,265
----------------------------------------------------------------------

Operating costs and expenses
  Costs of revenues, exclusive of
   depreciation and amortization
   expense
       Broadcast programming and
        other                        1,692    1,513    3,375    2,996
       Subscriber service expenses     269      281      543      561
       Broadcast operations
        expenses                        65       53      126      105
  Selling, general and
   administrative expenses,
   exclusive of depreciation and
   amortization expense
       Subscriber acquisition
        costs                          507      447    1,037      879
       Upgrade and retention costs     209      197      464      423
       General and administrative
        expenses                       236      173      425      370
  Depreciation and amortization
   expense                             501      340      965      643
----------------------------------------------------------------------
Total operating costs and expenses   3,479    3,004    6,935    5,977
----------------------------------------------------------------------

Operating profit                       717      722    1,310    1,288

Interest income                         13       23       22       44
Interest expense                       (73)     (54)    (128)    (106)
Other, net                               1        1        1       (1)
----------------------------------------------------------------------

Income before income taxes             658      692    1,205    1,225

Income tax expense                    (256)    (276)    (471)    (484)
----------------------------------------------------------------------

Net income                          $  402   $  416   $  734   $  741
======================================================================

DIRECTV HOLDINGS LLC (DIRECTV U.S.)
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
(Unaudited)

                                            June 30,     December 31,
ASSETS                                        2008           2007
----------------------------------------------------------------------
Current assets
Cash and cash equivalents                        $1,337           $802
Accounts receivable, net of allowances
 of $47 and $39                                   1,191          1,387
Inventories                                         197            187
Deferred income taxes                                37             29
Prepaid expenses and other                          186            142
----------------------------------------------------------------------

Total current assets                              2,948          2,547
Satellites, net                                   2,046          2,030
Property and equipment, net                       3,268          3,230
Goodwill                                          3,032          3,032
Intangible assets, net                            1,047          1,223
Other assets                                        205            235
----------------------------------------------------------------------

Total assets                                    $12,546        $12,297
======================================================================

LIABILITIES AND OWNER'S EQUITY
----------------------------------------------------------------------
Current liabilities
Accounts payable and accrued liabilities         $2,152         $2,548
Unearned subscriber revenue and deferred
 credits                                            342            320
Current portion of long-term debt                    83             48
----------------------------------------------------------------------

Total current liabilities                         2,577          2,916
Long-term debt                                    5,784          3,347
Deferred income taxes                               414            336
Other liabilities and deferred credits              865            958
Commitments and contingencies
Owner's equity                                    2,906          4,740
----------------------------------------------------------------------

Total liabilities and owner's equity            $12,546        $12,297
======================================================================

DIRECTV HOLDINGS LLC (DIRECTV U.S.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
(Unaudited)

                                                     Six Months Ended
                                                         June 30,
                                                    ------------------
                                                      2008      2007
----------------------------------------------------------------------
Cash Flows From Operating Activities
Net income                                          $   734   $   741
  Adjustments to reconcile net income to net cash
   provided by operating activities:
       Depreciation and amortization expense            965       643
       Amortization of deferred revenues and
        deferred credits                                (50)      (31)
       Deferred income taxes                             74        51
       Other                                             28        22
    Change in other operating assets and
     liabilities:
       Accounts receivable                              196       199
       Inventories                                      (10)      (54)
       Prepaid expenses and other                       (45)      (37)
       Accounts payable and accrued liabilities        (419)     (247)
       Unearned subscriber revenue and deferred
        credits                                          22        69
       Other, net                                        56        34
----------------------------------------------------------------------
Net cash provided by operating activities             1,551     1,390
----------------------------------------------------------------------
Cash Flows From Investing Activities
Cash paid for property and equipment                   (219)     (322)
Cash paid for subscriber leased equipment -
 subscriber acquisitions                               (281)     (359)
Cash paid for subscriber leased equipment -
 upgrade and retention                                 (245)     (382)
Cash paid for satellites                                (77)     (112)
Other                                                     4        (1)
----------------------------------------------------------------------
Net cash used in investing activities                  (818)   (1,176)
----------------------------------------------------------------------
Cash Flows From Financing Activities
Cash proceeds from debt issuance                      2,490         -
Repayment of long-term debt                             (18)       (5)
Repayment of other long-term obligations                (58)      (35)
Cash dividends to Parent                             (2,600)        -
Excess tax benefit from share-based compensation          7         4
Debt issuance costs                                     (19)        -
----------------------------------------------------------------------
Net cash used in financing activities                  (198)      (36)
----------------------------------------------------------------------
Net increase in cash and cash equivalents               535       178
Cash and cash equivalents at beginning of the
 period                                                 802     1,356
----------------------------------------------------------------------
Cash and cash equivalents at end of the period      $ 1,337   $ 1,534
======================================================================

Supplemental Cash Flow Information
Cash paid for interest                              $   107   $   104
Cash paid for income taxes                              407       376

Non-GAAP Financial Measure Reconciliation Schedules
(Unaudited)

----------------------------------------------------------------------
                          The DIRECTV Group
----------------------------------------------------------------------
     Reconciliation of Operating Profit Before Depreciation and
                  Amortization to Operating Profit(a)
----------------------------------------------------------------------
                                        Three Months     Six Months
                                            Ended           Ended
                                          June 30,        June 30,
                                       --------------- ---------------
                                        2008    2007    2008    2007
                                       ------- ------- ------- -------
                                            (Dollars in Millions)
Operating Profit Before Depreciation
 and Amortization                      $1,358  $1,133  $2,539  $2,063
Subtract: Depreciation and amortization
 expense                                  557     393   1,081     760
                                       --------------- ---------------
Operating Profit                       $  801  $  740  $1,458  $1,303
                                       =============== ===============


----------------------------------------------------------------------
(a) For a reconciliation of this non-GAAP financial measure for each
 of our segments, please see the Notes to the Consolidated Financial
 Statements which will be included in The DIRECTV Group's Quarterly
 Report on Form 10-Q for the quarter ended June 30, 2008, which is
 expected to be filed with the SEC in August 2008.
----------------------------------------------------------------------


----------------------------------------------------------------------
                          The DIRECTV Group
----------------------------------------------------------------------

Reconciliation of Cash Flow Before Interest and Taxes(2) and Free Cash
                              Flow(3) to
              Net Cash Provided by Operating Activities
----------------------------------------------------------------------
                                        Three Months     Six Months
                                            Ended           Ended
                                          June 30,        June 30,
                                       --------------- ---------------
                                         2008   2007    2008    2007
                                       ------- ------- ------- -------
                                            (Dollars in Millions)
Cash Flow Before Interest and Taxes    $  718  $  305  $1,335  $  653
Adjustments:
     Cash paid for interest               (58)    (58)   (124)   (113)
     Interest income                       21      34      37      71
     Income taxes paid                   (308)    (80)   (331)   (101)
------------------------------------------------------ ---------------
Subtotal - Free Cash Flow                 373     201     917     510
Add Cash Paid For:
     Property and equipment               439     598     959   1,234
     Satellites                            31      58      77     112
                                       --------------- ---------------
Net Cash Provided by Operating
 Activities                            $  843  $  857  $1,953  $1,856
                                       =============== ===============

----------------------------------------------------------------------


----------------------------------------------------------------------
                        DIRECTV Latin America
----------------------------------------------------------------------

Reconciliation of Cash Flow Before Interest and Taxes(2) and Free Cash
                              Flow(3) to
              Net Cash Provided by Operating Activities
----------------------------------------------------------------------
                                        Three Months     Six Months
                                            Ended           Ended
                                          June 30,        June 30,
                                       --------------- ---------------
                                        2008    2007    2008    2007
                                       ------- ------- ------- -------
                                            (Dollars in Millions)
Cash Flow Before Interest and Taxes    $  119  $   43  $  168  $   80
Adjustments:
     Cash paid for interest               (10)     (8)    (19)    (14)
     Interest income                        6       5      11      10
     Income taxes paid                    (43)     (6)    (59)    (11)
------------------------------------------------------ ---------------
Subtotal - Free Cash Flow                  72      34     101      65
Add Cash Paid For:
     Property and equipment               115      82     212     141
                                       --------------- ---------------
Net Cash Provided by Operating
 Activities                            $  187  $  116  $  313  $  206
                                       =============== ===============

(2) and (3) - See footnotes in the text.

DIRECTV HOLDINGS LLC (DIRECTV U.S.)
Non-GAAP Financial Measure Reconciliation and
 SAC Calculation
(Unaudited)


-------------------------------------- -------------------------------
       Reconciliation of Pre-SAC Margin(a) to Operating Profit
----------------------------------------------------------------------
                                        Three Months     Six Months
                                            Ended           Ended
                                          June 30,        June 30,
                                       --------------- ---------------
                                        2008    2007    2008    2007
                                       ------- ------- ------- -------
                                            (Dollars in Millions)
Operating Profit                       $  717  $  722  $1,310  $1,288
Adjustments:
     Subscriber acquisition costs
      (expensed)                          507     447   1,037     879
     Depreciation and amortization
      expense                             501     340     965     643
     Cash paid for subscriber leased
      equipment - upgrade and
      retention                           (84)   (164)   (245)   (382)
                                       -------------------------------
Pre-SAC margin(a)                      $1,641  $1,345  $3,067  $2,428
                                       ===============================
Pre-SAC margin as a percentage of
 revenue(a)                              39.1%   36.1%   37.2%   33.4%


----------------------------------------------------------------------

Reconciliation of Cash Flow Before Interest and Taxes(2) and Free Cash
                              Flow(3) to
               Net Cash Provided by Operating Activities
----------------------------------------------------------------------
                                        Three Months     Six Months
                                            Ended           Ended
                                          June 30,        June 30,
                                       --------------- ---------------
                                        2008    2007    2008    2007
                                       ------- ------- ------- -------
                                            (Dollars in Millions)
Cash Flow Before Interest and Taxes    $  618  $  308  $1,221  $  651
Adjustments:
       Cash paid for interest             (49)    (55)   (107)   (104)
       Interest income                     13      23      22      44
       Income taxes paid                 (358)   (323)   (407)   (376)
-------------------------------------- --------------- ---------------
Subtotal - Free Cash Flow                 224     (47)    729     215
Add Cash Paid For:
       Property and equipment             113     153     219     322
       Subscriber leased equipment -
        subscriber acquisitions           125     171     281     359
       Subscriber leased equipment -
        upgrade and retention              84     164     245     382
       Satellites                          31      58      77     112
                                       --------------- ---------------
Net Cash Provided by Operating
 Activities                            $  577  $  499  $1,551  $1,390
                                       =============== ===============

(2) and (3) - See footnotes in the text.
----------------------------------------------------------------------

----------------------------------------------------------------------
(a) Pre-SAC Margin, which is a financial measure that is not
 determined in accordance with accounting principles generally
 accepted in the United States of America, or GAAP, is calculated for
 DIRECTV U.S. by adding amounts under the captions "Subscriber
 acquisition costs" and "Depreciation and amortization expense" to
 "Operating Profit" from the Consolidated Statements of Operations and
 subtracting "Cash paid for subscriber leased equipment - upgrade and
 retention" from the Consolidated Statements of Cash Flows. This
 financial 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. The DIRECTV Group and
 DIRECTV U.S. management use Pre-SAC Margin to evaluate the
 profitability of DIRECTV U.S.' current subscriber base for the
 purpose of allocating resources to discretionary activities such as
 adding new subscribers, upgrading and retaining existing subscribers
 and for capital expenditures. To compensate for the exclusion of
 "Subscriber acquisition costs," management also uses operating profit
 and operating profit before depreciation and amortization expense to
 measure profitability.

The DIRECTV Group and DIRECTV U.S. believe this measure is useful to
 investors, along with GAAP measures (such as revenues, operating
 profit and net income), to compare DIRECTV U.S.' operating
 performance to other communications, entertainment and media
 companies. The DIRECTV Group and DIRECTV U.S. believe that investors
 also use current and projected Pre-SAC Margin to determine the
 ability of DIRECTV U.S.' current and projected subscriber base to
 fund discretionary spending and to determine the financial returns
 for subscriber additions.
----------------------------------------------------------------------



----------------------------------------------------------------------
                           SAC Calculation
----------------------------------------------------------------------
                                        Three Months     Six Months
                                            Ended           Ended
                                          June 30,        June 30,
                                       --------------- ---------------
                                        2008    2007    2008    2007
                                       ------- ------- ------- -------
                                        (Dollars in Millions, Except
                                                 SAC Amounts)
Subscriber acquisition costs
 (expensed)                            $  507  $  447  $1,037  $  879
Cash paid for subscriber leased
 equipment - subscriber acquisitions      125     171     281     359
                                       -------------------------------
Total acquisition costs                $  632  $  618  $1,318  $1,238
                                       ===============================
Gross subscriber additions (000's)        894     900   1,858   1,829
Average subscriber acquisition costs-
 per subscriber (SAC)                  $  707  $  688  $  709  $  677

SOURCE: The DIRECTV Group, Inc.

The DIRECTV Group, Inc.
Media Contact:
Darris Gringeri, 212-462-5136
or
Investor Relations:
310-964-0808

Copyright Business Wire 2008

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