The DirecTV Group (DTV)

180 Connect Acquisition

        On April 18, 2008, we announced an agreement to acquire 100% of 180 Connect, Inc.'s, or 180 Connect, outstanding common stock and exchangeable shares. In a separate transaction announced simultaneously, UniTek USA, LLC has agreed to acquire 100% of 180 Connect's cable service operating unit and certain of our installation services markets in exchange for satellite installation services in certain markets and cash. This transaction is expected to close immediately following our acquisition of 180 Connect.

        These transactions will provide us with control over a significant portion of DIRECTV U.S.' installation and home service network. We estimate net cash payments of approximately $74 million, including the equity purchase price, repayment of assumed debt and transaction costs when the transactions close, which we expect to occur in the third quarter of 2008. We will account for these transactions using the purchase method of accounting.

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THE DIRECTV GROUP, INC.

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, 2007 filed with the SEC on February 25, 2008, 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 2007 Form 10-K.

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