The DirecTV Group (DTV)

Severance and Related Costs

        As a result of the transactions above, as well as our split-off from General Motors on December 22, 2003, during 2004 we recognized $169.5 million in charges for retention benefits, severance and related costs under our pension benefit plans in "General and administrative expenses" in the Consolidated Statements of Operations. We recorded $113.0 million of charges at Corporate and

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Other, including $36.2 million for retention benefits, $20.4 million for severance, and $56.4 million in pension costs. At the Network Systems segment, we accrued $25.6 million in severance costs as a result of the lay-offs following the announcement of the Thomson and SkyTerra transactions. At DTVLA, we recorded $20.9 million in severance and retention charges, including $6.3 million related to the shut-down of operations at DIRECTV Mexico, and headcount reductions following the emergence from bankruptcy. All severance and retention benefits were paid to employees during 2005 and 2004.

        We also recognized $23.0 million of pension special termination benefit and settlement costs at the Corporate and Other segment in 2005 in "General and administrative expenses" in the Consolidated Statements of Operations primarily related to the HNS transaction.