The DirecTV Group (DTV)

Stock Options

        The Compensation Committee has also granted stock options to acquire our common stock under our stock plans to certain of our employees and executives. The exercise price of options granted is equal to at least 100% of the fair market value of the common stock on the date the options were granted. These nonqualified options generally vested over one to five years, expire ten years from date of grant and are subject to earlier termination under certain conditions.

        Changes in the status of outstanding options were as follows:

        As of December 31, 2006, our outstanding stock options have an aggregate intrinsic value (market value less exercise price) of $133.0 million and a weighted average remaining contractual life of approximately 3.7 years. The total intrinsic value of options exercised was $115.0 million during the year ended December 31, 2006, $18.2 million during the year ended December 31, 2005 and $12.8 million during the year ended December 31, 2004, based on the intrinsic value of individual awards on the date of exercise.

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        The following table summarizes information about stock options outstanding at December 31, 2006:

        At December 31, 2005, there were 78.7 million options outstanding and exercisable at a weighted average exercise price of $24.52, and at December 31, 2004, there were 88.9 million options exercisable at a weighted average exercise price of $23.42.

        The following table presents the estimated weighted average fair value for stock options granted under the Plan using the Black-Scholes valuation model along with the assumptions used in the fair value calculations:

        The following table presents amounts recorded related to share-based compensation:

        The 2005 and 2004 stock compensation costs include the cost of options granted to our CEO to replace stock options that News Corporation, his former employer, cancelled, and the cost associated with former employees of News Corporation who retained their News Corporation stock options and are now employed by us.

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Stock Options

        The Compensation Committee has also granted stock options to acquire our common stock under the 2004 Plan and the HEC Plan to certain of our employees and executives. The exercise price of options granted is equal to at least 100% of the fair market value of the common stock on the date the options were granted. These nonqualified options generally vested over one to five years, expire ten years from date of grant and are subject to earlier termination under certain conditions. We record compensation expense for our stock options on a straight-line basis over the vesting period reduced for

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estimated forfeitures. All options granted to our employees were fully vested and fully expensed prior to December 31, 2005. No stock options were granted to our employees during 2006 or 2005.

        Changes in the status of outstanding options during the nine months ended September 30, 2006 were as follows:

        As of September 30, 2006, our outstanding stock options have an aggregate intrinsic value (market value less exercise price) of $74.4 million and a weighted average remaining contractual life of approximately 3.7 years. The total intrinsic value of options exercised was $53.9 million during the nine months ended September 30, 2006 and $15.2 million during the nine months ended September 30, 2005, based on the intrinsic value of individual awards on the date of exercise.

        We recorded share-based compensation expense, which includes compensation costs associated with restricted stock units and stock options, as applicable, of $11.0 million for the three months ended September 30, 2006, $10.5 million for the three months ended September 30, 2005, $33.0 million for the nine months ended September 30, 2006 and $30.9 million for the nine months ended September 30, 2005. We recognized tax benefits associated with share-based compensation expense of $4.2 million for the three months ended September 30, 2006, $4.0 million for the three months ended September 30, 2005, $12.7 million for the nine months ended September 30, 2006 and $11.9 million for the nine months ended September 30, 2005.

        We realized actual tax benefits for the deduction of share-based compensation expense of $11.5 million for the three months ended September 30, 2006, $2.8 million for the three months ended September 30, 2005, $27.7 million for the nine months ended September 30, 2006 and $15.1 million for the nine months ended September 30, 2005.

        We received proceeds from stock options exercised of $115.3 million for the nine months ended September 30, 2006 and $34.5 million for the nine months ended September 30, 2005.

Stock Options

        The Compensation Committee has also granted stock options to acquire our common stock under the 2004 Plan and the HEC Plan to certain of our employees and executives. The exercise price of options granted is equal to at least 100% of the fair market value of the common stock on the date the options were granted. These nonqualified options generally vested over one to five years, expire ten years from date of grant and are subject to earlier termination under certain conditions. We record compensation expense for our stock options on a straight-line basis over the vesting period reduced for estimated forfeitures. All options granted to our employees were fully vested and fully expensed prior to December 31, 2005. No stock options were granted to our employees during 2006 or 2005.

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        Changes in the status of outstanding options during the six months ended June 30, 2006 were as follows:

        As of June 30, 2006, our outstanding stock options have an aggregate intrinsic value (market value less exercise price) of $51.0 million and a weighted average remaining contractual life of approximately 3.8 years. The total intrinsic value of options exercised was $24.7 million during the six months ended June 30, 2006 and $8.4 million during the six months ended June 30, 2005, based on the intrinsic value of individual awards on the date of exercise.

        We recorded share-based compensation expense, which includes compensation costs associated with restricted stock units and stock options, as applicable, of $10.8 million for the three months ended June 30, 2006 and $9.5 million for the three months ended June 30, 2005. We recorded share-based compensation expense of $22.0 million for the six months ended June 30, 2006 and $20.4 million for the six months ended June 30, 2005. We recognized tax benefits associated with share-based compensation expense of $4.1 million for the three months ended June 30, 2006, $3.6 million for the three months ended June 30, 2005, $8.4 million for the six months ended June 30, 2006 and $7.8 million for the six months ended June 30, 2005.

        We realized actual tax benefits for the deduction of share-based compensation expense of $5.1 million for the three months ended June 30, 2006 and $3.2 million for the three months ended June 30, 2005. We realized actual tax benefits for the deduction of share-based compensation expense of $16.2 million for the six months ended June 30, 2006 and $12.3 million for the six months ended June 30, 2005.

        We received proceeds from stock options exercised of $59.3 million for the six months ended June 30, 2006 and $15.3 million for the six months ended June 30, 2005.

Stock Options

        The Compensation Committee has also granted stock options to acquire our common stock under the 2004 Plan and the HEC Plan to certain of our employees and executives. The exercise price of options granted is equal to at least 100% of the fair market value of the common stock on the date the options were granted. These nonqualified options generally vested over one to five years, expire ten years from date of grant and are subject to earlier termination under certain conditions. We record compensation expense for our stock options on a straight-line basis over the vesting period taking into consideration estimated forfeitures. All options granted to our employees were fully vested as of December 31, 2005, and there were no stock options granted to our employees during 2006 or 2005.

        Changes in the status of outstanding options during the three months ended March 31, 2006 were as follows:

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        As of March 31, 2006, our outstanding stock options have an aggregate intrinsic value of $60.8 million and a weighted average remaining contractual life of approximately 4 years.

        We recorded share-based compensation expense, which includes compensation costs associated with restricted stock units and stock options, as applicable, of $11.2 million for the three months ended March 31, 2006 and $10.9 million for the three months ended March 31, 2005. We received $24.2 million of cash from stock options exercised and realized actual tax benefits for the deduction of share-based compensation expense of $11.1 million for the three months ended March 31, 2006. We received $0.9 million of cash from stock options exercised and realized actual tax benefits for the deduction of share-based compensation expense in the amount of $9.1 million for the three months ended March 31, 2005.

Stock Options

        No stock options or stock appreciation rights (SARs) were granted to the Named Executive Officers or any other person during 2005.

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        The following table provides information as to options to purchase shares of the Common Stock exercised by each of the Named Executive Officers in 2005 and the value of options held by them at December 31, 2005.

Stock Options

The named executive officers participated in the 2004 Stock Plan as approved by the Company’s stockholders in 2004. Other than Mr. Carey, no stock options were granted to the named executive officers or any other person during 2004. Mr. Carey’s options were granted in connection with his agreement to surrender certain News Corporation options granted prior to his employment with the Company and received option grants from the Company that were substantially equivalent in vesting, expiration dates and other terms to the News Corporation options. No Stock Appreciation Rights (SARs) were granted to any person in 2004. The options granted under the 2004 Stock Plan are exercisable for shares of Common Stock.

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The following table provides information as to options to purchase shares of the Common Stock exercised by each of the named executive officers in 2004 and the value of options held by them at December 31, 2004.