The DirecTV Group (DTV)

Note 12: Subsequent Events

Share Repurchase Program

        The Board of Directors has approved an increase in our authorized share repurchase program to $3 billion, in addition to previously completed share repurchases. We may make purchases under this program in the open market, through negotiated transactions or otherwise. The timing, nature and amount of such transactions will depend on a variety of factors, including market conditions and the availability of funds. The program may be suspended, discontinued or accelerated at any time. The sources of funds for the program are available cash, cash from operations and the anticipated proceeds of new borrowings of approximately $2 billion by DIRECTV U.S., which are presently anticipated to be completed in May 2008. Such proposed new borrowings are subject to market conditions and other factors, so there is no assurance that such borrowings will be completed or, if completed, will be sufficient to provide the anticipated amount of funding.

        In connection with these transactions, we have entered into an agreement with Liberty Media which, among other things, limits Liberty Media's voting power to not more than its current percentage amount (approximately 47.9%), regardless of the number of shares we purchase pursuant to the repurchase program. Liberty Media has also agreed not to purchase additional shares of our common stock, except in transactions which comply with the requirements of Section 6 of Article V of our Amended and Restated Certificate of Incorporation.

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THE DIRECTV GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(concluded)

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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Note 22: Subsequent Events

        In January 2006, we completed the sale of our remaining 50% interest in HNS LLC to SkyTerra. In exchange for our remaining 50% interest and resolution of a working capital adjustment from the April 22, 2005 transaction we received cash proceeds of $110 million. As a result of the transaction, in the first quarter of 2006, we will record a net gain and equity earnings of $24.8 million to "Other, net" in the Consolidated Statements of Operations.

        On February 7, 2006, our Board of Directors authorized a share repurchase program. Under the repurchase program, we are authorized to spend up to $3.0 billion to repurchase outstanding shares of our common stock. The source of funds for the proposed purchases is from our existing cash on hand and cash from operations. We implemented the repurchase program on February 10, 2006. There is no fixed termination date for the repurchase program and purchases may be made in the open market, through block trades and other negotiated transactions. The program may be suspended, discontinued or accelerated at any time. Repurchased shares will cease to be issued and outstanding but remain authorized for registration and issuance in the future. Through March 7, 2006, we have repurchased approximately 110.3 million shares for $1.7 billion, at an average price of $15.50 per share, which includes 100 million shares of our common stock purchased from General Motors employee pension and benefit trusts.

        On February 16, 2006, we completed the acquisition of a 47% equity interest in Sky Mexico. The 47% equity interest includes a 12% interest issued by Sky Mexico that we acquired by exchanging the Sky Mexico note receivable that we received from the migration of our DIRECTV Mexico subscribers to Sky Mexico, and a 35% interest acquired from News Corporation and Liberty for $373.0 million in cash. As a result of the completion of this transaction, we will report a gain of approximately $58 million related to the exchange of the note receivable for the higher value 12% equity interest during the first quarter of 2006. Additionally, Televisa has the right to acquire a portion of our equity interest in Sky Mexico for $58.7 million upon receipt of regulatory approval. If Televisa elects to acquire this interest then our equity interest will be reduced to approximately 41%. We will account for our investment in Sky Mexico under the equity method of accounting.

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