The DirecTV Group (DTV)

Transactions with Liberty Media

        In April 2009, Liberty Media filed with the SEC an amended preliminary proxy statement requesting shareholder approval for a redemption proposal which would allow Liberty Media to redeem a portion of the outstanding shares of Liberty Media Entertainment common stock, a tracking stock,

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THE DIRECTV GROUP, INC.

using shares of a newly formed wholly owned subsidiary of Liberty Media, Liberty Entertainment, Inc., or LEI. LEI will be comprised of: (i) approximately 54% of the common stock of The DIRECTV Group, (ii) Liberty Sports Holdings, which owns three regional sports networks (RSNs), (iii) a 65% interest in Game Show Network (GSN) which in turn owns 100% of FUN Technologies, ULC, (iv) approximately $30 million in cash, and (v) approximately $2 billion in debt. 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 shareholder approvals. Successful implementation of the redemption proposal will result in the split-off of LEI as a separately publicly traded company.

        On May 3, 2009, The DIRECTV Group and Liberty Media and certain subsidiaries of The DIRECTV Group and certain subsidiaries and affiliates of Liberty Media entered into definitive agreements for and related to the combination of The DIRECTV Group and LEI following its split-off from Liberty Media. For more information regarding this transaction please refer to The DIRECTV Group Form 8-K filed with the SEC on May 4, 2009.