The DirecTV Group (DTV)

Background

        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 the Company, which we refer to as the Liberty Transaction. On April 3, 2008, Liberty Media announced that it had purchased an additional 78.3 million shares of Common Stock in a private transaction, which is described in more detail in a Current Report on Form 8-K filed by Liberty with the SEC on April 4, 2008. Currently, Liberty Media owns approximately 54% of the outstanding Common Stock; however Liberty Media has agreed to limit its voting rights to approximately 47.9%.

        In January 2009, Liberty Media filed with the SEC a preliminary proxy statement, or the Liberty Proxy Statement, requesting stockholder approval for a redemption proposal which would allow Liberty Media to redeem a portion of the outstanding shares of its Liberty Entertainment common stock, a tracking stock, using shares of a newly formed, wholly owned subsidiary of Liberty Media, Liberty Entertainment, Inc., or LEI. As described further in the Liberty Proxy Statement, as amended, LEI would hold Liberty Media's approximately 54.3% interest in The DIRECTV Group, Inc., its interest in each of FUN Technologies, Inc. and Liberty Sports Holdings LLC, GSN, LLC and up to $300 million in cash and cash equivalents, together with approximately $2 billion of indebtedness, and an associated equity collar relating to The DIRECTV Group, Inc. share acquisition in April 2008. The redemption proposal is subject to the satisfaction of various conditions including, but not limited to, an effective registration statement, the receipt of a tax ruling and applicable stockholder approval. Successful implementation of the redemption proposal will result in the split-off of LEI as a separately traded public company.

        Prior to the close of the Liberty Transaction, transactions with News Corporation and certain of its affiliates may have been deemed to be related-party transactions and News Corporation and certain of its affiliates may have been deemed to be members of the Affiliated Group and the Purchaser Group as those terms are defined by the Company's Amended and Restated Certificate of Incorporation, which we refer to in this proxy statement as the Certificate of Incorporation. Subsequent to the close of the Liberty Transactions, transactions with Liberty and certain of its affiliates may be deemed to be related-party transactions and those entities may be deemed to be members of the Affiliated Group and the Purchaser Group. For further detail regarding related party transactions, please refer to the section of this proxy statement entitled "Certain Relationships and Related Transactions" beginning on page 62.

Background

        Pursuant to a transaction that has been previously described in our public filings with the SEC referred to in this proxy statement as the Liberty Transaction, Liberty Media Corporation, or Liberty, acquired, through a wholly-owned subsidiary, 470,420,752 shares (approximately 41%) of the Company's Common Stock from a wholly-owned subsidiary of News Corporation in a transaction that was completed on February 27, 2008. On April 3, 2008, Liberty announced that it had acquired an

3

additional 78.3 million shares of the Company's Common Stock in a private transaction, increasing its beneficial ownership to approximately 48%. Prior to the completion of the Liberty Transaction, transactions with News Corporation and certain of its affiliates may have been deemed to be related-party transactions and News Corporation and certain of its affiliates may have been deemed to be members of the Affiliated Group and the Purchaser Group as those terms are defined by the Company's Amended and Restated Certificate of Incorporation, which we refer to in this proxy statement as the Certificate of Incorporation. Subsequent to the completion of the Liberty Transaction, transactions with Liberty and certain of its affiliates may be deemed to be related-party transactions and those entities may be deemed to be members of the Affiliated Group and the Purchaser Group. For further detail regarding related party transactions, please refer to the section of this proxy statement entitled "Certain Relationships and Related Transactions" beginning on page 61.

Background

        On December 22, 2006, News Corporation, or News, and Liberty Media Corporation, or Liberty, publicly announced that they had entered into a Share Exchange Agreement which provides for, among other things, the transfer of beneficial ownership of all the shares of the Company's Common Stock owned by News to Liberty, subject to the terms and conditions of such Share Exchange Agreement. Reference is made to the proxy statement of News dated February 28, 2007, or the News Proxy Statement, which more fully describes the proposed transaction between News and Liberty and the terms and conditions of the Share Exchange Agreement, which proxy statement is available through the website of the SEC at www.sec.gov.

        In August 2006, the Board of Directors of the Company established a special committee of certain independent directors, or the Special Committee, which was authorized by the Board to, among other things, evaluate the proposed transaction between News and Liberty and approve or reject any material agreements to be entered into by the Company or a subsidiary in connection with such transaction. The Special Committee retained its own independent legal counsel and held four meetings between August and December. The independent directors comprising the Special Committee (consisting of Neil Austrian, Chair, Ralph Boyd, Jr., James Cornelius, Charles Lee, Peter Lund and Nancy Newcomb) were not separately compensated for serving as members of the Special Committee.

        With the authorization of the Special Committee, the Company entered into a confidentiality agreement with Liberty in August 2006 and provided information to Liberty and its representatives during the course of their due diligence investigations pursuant to such agreement.

        Set forth below is a summary of certain anticipated effects of the transaction on the Company. This summary does not purport to be complete and is qualified in its entirety by the complete text of the agreements or other documents referred to below, all of which are publicly available through either our public filings or the public filings of News or Liberty.