Directv 10Q 2014 Q1 Quarterly report

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 1-34554

DIRECTV
(Exact name of registrant as specified in its charter)


DELAWARE (State or other jurisdiction of incorporation or organization)		26-4772533 (I.R.S. Employer Identification No.)
2260 East Imperial Highway El Segundo, California (Address of principal executive offices)		90245 (Zip Code)

(310) 964-5000
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of May 1, 2014, the registrant had outstanding 503,824,432 shares of common stock.

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DIRECTV

TABLE OF CONTENTS

		Page No.

Part I—Financial Information (Unaudited)
Item 1. Financial Statements
Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and 2013		2
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2014 and 2013		3
Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013		4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013		5
Notes to the Consolidated Financial Statements		6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		35
Item 3. Quantitative and Qualitative Disclosures About Market Risk		57
Item 4. Controls and Procedures		57
Part II—Other Information
Item 1. Legal Proceedings		58
Item 1A. Risk Factors		59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		59
Item 6. Exhibits		60
Signatures		61

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DIRECTV

PART I—FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended March 31,

	2014			2013
	(Dollars in Millions, Except Per Share Amounts)
Revenues	$	7,855		$	7,580
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other		3,383			3,196
Subscriber service expenses		551			537
Broadcast operations expenses		97			110
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs		827			814
Upgrade and retention costs		321			368
General and administrative expenses		454			469
Venezuelan currency devaluation charge		281			166
Depreciation and amortization expense		714			678


Total operating costs and expenses		6,628			6,338


Operating profit		1,227			1,242
Interest income		13			22
Interest expense		(232	)		(217	)
Other, net		57			38


Income before income taxes		1,065			1,085
Income tax expense		(496	)		(387	)


Net income		569			698
Less: Net income attributable to noncontrolling interest		(8	)		(8	)


Net income attributable to DIRECTV	$	561		$	690




Basic earnings attributable to DIRECTV per common share	$	1.10		$	1.21
Diluted earnings attributable to DIRECTV per common share	$	1.09		$	1.20
Weighted average number of common shares outstanding (in millions):
Basic		511			572
Diluted		515			577

The accompanying notes are an integral part of these Consolidated Financial Statements.

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DIRECTV

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

	Three Months Ended March 31,

	2014			2013
	(Dollars in Millions)
Net income	$	569		$	698
Other comprehensive income (loss), net of taxes:
Cash flows hedges:
Unrealized losses arising during the period		(7	)		(36	)
Reclassification adjustments included in net income		(8	)		49
Foreign currency translation adjustments		39			(26	)
Available for sale securities:
Unrealized holding gains on securities		—			3
Reclassification adjustment for net losses recognized during the period		—			(1	)


Other comprehensive income (loss)		24			(11	)


Comprehensive income		593			687
Less: Comprehensive income attributable to noncontrolling interest		(11	)		(16	)


Comprehensive income attributable to DIRECTV	$	582		$	671

The accompanying notes are an integral part of these Consolidated Financial Statements.

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DIRECTV

CONSOLIDATED BALANCE SHEETS
(Unaudited)

	March 31, 2014			December 31, 2013

	(Dollars in Millions, Except Share Data)
ASSETS
Current assets
Cash and cash equivalents	$	3,014		$	2,180
Accounts receivable, net of allowances of $104 and $95		2,483			2,547
Inventories		319			283
Deferred income taxes		146			140
Prepaid expenses and other		487			803


Total current assets		6,449			5,953
Satellites, net		2,468			2,467
Property and equipment, net		6,737			6,650
Goodwill		3,982			3,970
Intangible assets, net		911			920
Investments and other assets		1,973			1,945


Total assets	$	22,520		$	21,905




LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	4,286		$	4,685
Unearned subscriber revenues and deferred credits		632			589
Current debt		2,460			1,256


Total current liabilities		7,378			6,530
Long-term debt		18,338			18,284
Deferred income taxes		1,838			1,804
Other liabilities and deferred credits		1,478			1,456
Commitments and contingencies
Redeemable noncontrolling interest		—			375
Stockholders' deficit
Common stock and additional paid-in capital—$0.01 par value, 3,950,000,000 shares authorized, 507,599,071 and 519,306,232 shares issued and outstanding of common stock at March 31, 2014 and December 31, 2013, respectively		3,549			3,652
Accumulated deficit		(10,149	)		(9,874	)
Accumulated other comprehensive loss		(298	)		(322	)


Total DIRECTV stockholders' deficit		(6,898	)		(6,544	)
Noncontrolling interest		386			—


Total stockholders' deficit		(6,512	)		(6,544	)


Total liabilities and stockholders' deficit	$	22,520		$	21,905

The accompanying notes are an integral part of these Consolidated Financial Statements.

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DIRECTV

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ended March 31,

	2014			2013
	(Dollars in Millions)
Cash Flows From Operating Activities
Net income	$	569		$	698
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		714			678
Venezuelan currency devaluation charge		281			166
Amortization of deferred revenues and deferred credits		(12	)		(13	)
Share-based compensation expense		20			34
Equity in earnings from unconsolidated affiliates		(44	)		(32	)
Net foreign currency transaction gain		(6	)		(6	)
Net gains from sale of investments		(2	)		(7	)
Deferred income taxes		84			95
Excess tax benefit from share-based compensation		(22	)		(24	)
Other		15			5
Change in other operating assets and liabilities:
Accounts receivable		98			51
Inventories		(36	)		(10	)
Prepaid expenses and other		303			43
Accounts payable and accrued liabilities		(397	)		(167	)
Unearned subscriber revenue and deferred credits		43			41
Other, net		(18	)		(16	)


Net cash provided by operating activities		1,590			1,536


Cash Flows From Investing Activities
Cash paid for property and equipment		(650	)		(748	)
Cash paid for satellites		(54	)		(78	)
Investment in companies, net of cash acquired		(4	)		(3	)
Proceeds from sale of investments		4			16
Other, net		(3	)		(5	)


Net cash used in investing activities		(707	)		(818	)


Cash Flows From Financing Activities
Issuance of commercial paper (maturity 90 days or less), net		105			190
Proceeds from short-term borrowings		90			84
Repayment of short-term borrowings		(200	)		(153	)
Proceeds from long-term debt		1,260			792
Debt issuance costs		(6	)		(4	)
Repayment of long-term debt		(11	)		—
Repayment of other long-term obligations		(15	)		(18	)
Common shares repurchased and retired		(895	)		(1,378	)
Prepayment of accelerated share repurchase		—			(230	)
Taxes paid in lieu of shares issued for share-based compensation		(57	)		(61	)
Excess tax benefit from share-based compensation		22			24
Other, net		(26	)		—


Net cash provided by (used in) in financing activities		267			(754	)


Effect of exchange rate changes on Venezuelan cash and cash equivalents		(316	)		(187	)
				��

Net increase (decrease) in cash and cash equivalents		834			(223	)
Cash and cash equivalents at beginning of the period		2,180			1,902


Cash and cash equivalents at end of the period	$	3,014		$	1,679




Supplemental Cash Flow Information
Cash paid for interest	$	328		$	325
Cash paid for income taxes		84			94

The accompanying notes are an integral part of these Consolidated Financial Statements.

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Description of Business and Basis of Presentation

DIRECTV, which we also refer to as the Company, we, or us, is a leading provider of digital television entertainment in the United States and Latin America. We operate two direct-to-home, or DTH, business units: DIRECTV U.S. and DIRECTV Latin America, which are differentiated by their geographic locations and are engaged in acquiring, promoting, selling and distributing digital entertainment programming primarily via satellite to residential and commercial subscribers. In addition, we own and operate two regional sports networks, hold a minority ownership interest in ROOT SPORTS™ Northwest and own a 42% interest in Game Show Network LLC, or GSN, a television network dedicated to game-related programming and Internet interactive game playing. We account for our investments in ROOT SPORTS Northwest and GSN using the equity method of accounting.

•: DIRECTV U.S. DIRECTV Holdings LLC and its subsidiaries, which we refer to as DIRECTV U.S., is the largest provider of DTH digital television services and the second largest provider in the multi-channel video programming distribution industry in the United States.
•: DIRECTV Latin America. DIRECTV Latin America Holdings, Inc. and its subsidiaries, or DIRECTV Latin America, is a leading provider of DTH digital television services throughout Latin America. DIRECTV Latin America is comprised of: PanAmericana, which provides services in Argentina, Chile, Colombia, Ecuador, Peru, Puerto Rico, Venezuela and certain other countries in the region, and Sky Brasil Servicos Ltda., or Sky Brasil, which is a 93% owned subsidiary. DIRECTV Latin America also includes our 41% equity method investment in Innova, S. de R.L. de C.V., or Sky Mexico, which we include in the PanAmericana and Other segment.
•: DIRECTV Sports Networks. DIRECTV Sports Networks LLC and its subsidiaries, or DSN, is comprised primarily of two wholly owned regional sports networks based in Denver, Colorado and Pittsburgh, Pennsylvania, and a regional sports network based in Seattle, Washington in which DSN retains a noncontrolling interest, each of which operates under the brand name ROOT SPORTS. On April 16, 2013, DSN transferred 100% of its interest in the regional sports network based in Seattle, Washington, or DSN Northwest, to NW Sports Net LLC. The Seattle Mariners have a majority interest in NW Sports Net LLC and DSN retains a noncontrolling interest, which we account for using the equity method of accounting. The operating results of DSN are reported as part of the "Sports Networks, Eliminations and Other" reporting segment.

We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial reporting. In the opinion of management, all adjustments (consisting only of normal recurring items) that are necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 24, 2014, 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.

We prepare our consolidated financial statements in conformity with GAAP, which requires us to make estimates and assumptions that affect amounts reported herein. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

under the circumstances. Due to the inherent uncertainty involved in making estimates, our actual results reported in future periods may be affected by changes in those estimates.

Note 2: Goodwill

The following table sets forth changes in the carrying amounts of "Goodwill" in the Consolidated Balance Sheets by reportable segment for the three months ended March 31, 2014:

			DIRECTV Latin America

			DIRECTV Latin America				Sports Networks, Eliminations and Other
	DIRECTV U.S.		Sky Brasil		PanAmericana and Other		Sports Networks, Eliminations and Other		Total
	(Dollars in Millions)
Balance as of January 1, 2014	$	3,191	$	346	$	211	$	222	$	3,970
Sky Brasil foreign currency translation adjustment		—		12		—		—		12


Balance as of March 31, 2014	$	3,191	$	358	$	211	$	222	$	3,982

Note 3: Debt

The following table sets forth our outstanding debt as of:

	March 31, 2014		December 31, 2013

	(Dollars in Millions)
Current debt
Commercial paper	$	195	$	200
Current portion of long-term debt		2,200		1,000
Current portion of borrowings under BNDES financing facility		65		56
Long-term debt
Senior notes		18,263		18,203
Borrowings under BNDES financing facility		75		81


Total debt	$	20,798	$	19,540

The amount of interest accrued related to our outstanding debt was $169 million at March 31, 2014 and $271 million at December 31, 2013.

Senior Notes

Three Months Ended March 31, 2014 Financing Transactions

On March 17, 2014, DIRECTV U.S. issued, pursuant to a registration statement, $1,250 million in aggregate principal of 4.45% senior notes due in 2024 with proceeds, net of an original issue discount, of $1,245 million. We incurred $7 million of debt issuance costs in connection with this transaction.

On March 20, 2014, we exercised our early redemption right under the indenture of the 4.750% senior notes due in 2014 ("the 2014 Notes") effective April 24, 2014. The redemption price was based on the remaining scheduled payments of principal and interest using a discount rate equal to the Treasury Rate (as defined in the indenture governing the 2014 Notes) plus 40 basis points, together

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

with accrued and unpaid interest as of April 24, 2014. The aggregate principal amount of the 2014 Notes outstanding on March 20, 2014 was $1,000 million and we made a cash payment of $1,022 million in the second quarter of 2014 to redeem such Notes.

Three Months Ended March 31, 2013 Financing Transactions

On January 10, 2013, DIRECTV U.S. issued, pursuant to a registration statement, $750 million in aggregate principal of 1.750% senior notes due in 2018 with proceeds, net of an original issue discount, of $743 million. We incurred $4 million of debt issuance costs in connection with this transaction.

The following table sets forth our outstanding senior notes:

	Principal amount		Carrying value, net of unamortized original issue discounts

	March 31, 2014		March 31, 2014		December 31, 2013
	(Dollars in Millions)
4.750% senior notes due in 2014	$	1,000	$	1,000	$	1,000
3.550% senior notes due in 2015		1,200		1,200		1,200
3.125% senior notes due in 2016		750		750		750
3.500% senior notes due in 2016		1,500		1,499		1,499
2.400% senior notes due in 2017		1,250		1,249		1,249
1.750% senior notes due in 2018		750		745		744
5.875% senior notes due in 2019		1,000		996		996
5.200% senior notes due in 2020		1,300		1,299		1,299
4.600% senior notes due in 2021		1,000		1,000		999
5.000% senior notes due in 2021		1,500		1,495		1,495
3.800% senior notes due in 2022		1,500		1,499		1,499
2.750% senior notes due in 2023(1)		688		685		684
4.450% senior notes due in 2024		1,250		1,245		—
4.375% senior notes due in 2029(1)		1,250		1,237		1,229
5.200% senior notes due in 2033(1)		583		581		577
6.350% senior notes due in 2040		500		500		500
6.000% senior notes due in 2040		1,250		1,235		1,235
6.375% senior notes due in 2041		1,000		1,000		1,000
5.150% senior notes due in 2042		1,250		1,248		1,248


Total senior notes	$	20,521	$	20,463	$	19,203

(1): These amounts reflect the remeasurement of the aggregate principal and carrying value of our foreign currency denominated senior notes to U.S. dollars based on the exchange rates in effect at each of the dates presented.

The fair value of our senior notes was approximately $21,078 million at March 31, 2014 and $19,424 million at December 31, 2013. We calculated the fair values based on quoted market prices of our senior notes, which is a Level 1 input under accounting guidance for fair value measurements of assets and liabilities.

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

All of our senior notes were issued by DIRECTV Holdings LLC and DIRECTV Financing Co., Inc., or the Co-Issuers, and have been registered under the Securities Act of 1933, as amended.

Our senior notes which have not been redeemed mature as follows: $1,200 million in 2015, $2,250 million in 2016, $1,250 million in 2017, $750 million in 2018 and $14,071 million thereafter.

Commercial Paper

DIRECTV U.S. has a commercial paper program backed by its revolving credit facilities, which provides for the issuance of short-term commercial paper in the United States up to a maximum aggregate principal of $2.5 billion. As of March 31, 2014, we had $195 million of short-term commercial paper outstanding, with a weighted average remaining maturity of 34 days, at a weighted average yield of 0.38%, which may be refinanced on a periodic basis as borrowings mature. Aggregate amounts outstanding under the revolving credit facilities described below and the commercial paper program are limited to $2.5 billion.

Revolving Credit Facilities

DIRECTV U.S. has a three and one-half year, $1.0 billion, revolving credit facility and a five year, $1.5 billion revolving credit facility. We pay a commitment fee of 0.15% per year for the unused commitment under the revolving credit facilities. Borrowings currently bear interest at a rate equal to the London Interbank Offer Rate (LIBOR) plus 1.25%. Both the commitment fee and the annual interest rate may increase or decrease under certain conditions due to changes in DIRECTV U.S.' long-term, unsecured debt ratings. Under certain conditions, DIRECTV U.S. may increase the borrowing capacity of the revolving credit facilities by an aggregate amount of up to $500 million. Aggregate amounts outstanding under the revolving credit facilities and the commercial paper program are limited to $2.5 billion. As of March 31, 2014, there were no borrowings outstanding under the revolving credit facilities.

Borrowings under the revolving credit facilities are unsecured senior obligations of DIRECTV U.S. and rank equally in right of payment with all of DIRECTV U.S.' existing and future senior debt and rank senior in right of payment to all of DIRECTV U.S.' future subordinated debt, if any.

Covenants and Restrictions

The revolving credit facilities require DIRECTV U.S. to maintain at the end of each fiscal quarter a specified ratio of indebtedness to earnings before interest, taxes and depreciation and amortization. The revolving credit facilities also include covenants that limit DIRECTV U.S.' ability to, among other things, (i) incur additional subsidiary indebtedness, (ii) incur liens, (iii) enter into certain transactions with affiliates, (iv) merge or consolidate with another entity, (v) sell, assign, lease or otherwise dispose of all or substantially all of its assets, and (vi) change its lines of business. Additionally, the senior notes contain covenants that are similar. If DIRECTV U.S. fails to comply with these covenants, all or a portion of its borrowings under the senior notes could become immediately payable and its revolving credit facilities could be terminated. The senior notes and revolving credit facilities also provide that the borrowings may be required to be prepaid if certain change-in-control events, coupled with a ratings decline, occur.

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

DIRECTV Guarantors. DIRECTV guarantees all of the senior notes outstanding, jointly and severally with DIRECTV Holdings LLC's material domestic subsidiaries. DIRECTV unconditionally guarantees that the principal and interest on the respective senior notes will be paid in full when due and that the obligations of the Co-Issuers to the holders of the outstanding senior notes will be performed. The revolving credit facilities and the commercial paper program are also similarly fully guaranteed by DIRECTV.

As a result of the guarantees, holders of the senior notes, the revolving credit debt and the commercial paper have the benefit of DIRECTV's interests in the assets and related earnings of our operations that are not held through DIRECTV Holdings LLC and its subsidiaries. Those operations are primarily our DTH digital television services throughout Latin America which are held by DIRECTV Latin America and our regional sports networks which are held by DSN. However, the subsidiaries that own and operate the DIRECTV Latin America business and the regional sports networks have not guaranteed the senior notes, the revolving credit facilities and the commercial paper program.

The guarantees are unsecured senior obligations of DIRECTV and rank equally in right of payment with all of DIRECTV's existing and future senior debt and rank senior in right of payment to all of DIRECTV's future subordinated debt, if any. The guarantees are effectively subordinated to all existing and future secured obligations, if any, of DIRECTV to the extent of the value of the assets securing the obligations. DIRECTV is not subject to the covenants contained in each indenture of the senior notes and our guarantees will terminate and be released on the terms set forth in each of the indentures.

BNDES Financing Facility

In March 2013, Sky Brasil entered into a financing facility with Banco Nacional de Desenvolvimento Econômico e Social, or BNDES, a government owned bank in Brazil, under which Sky Brasil may borrow funds for the purchase of set-top receivers. As of March 31, 2014, Sky Brasil had borrowings of $140 million outstanding under the BNDES facility bearing interest at a weighted-average rate of 3.12% per year. As of December 31, 2013, Sky Brasil had borrowings of $137 million outstanding under the BNDES facility bearing interest at a weighted-average rate of 3.07% per year. Borrowings under the facility are required to be repaid in 30 monthly installments. The U.S. dollar amounts reflect the conversion of the Brazilian real denominated amounts into U.S. dollars based on the exchange rate of R$2.26 / $1.00 at March 31, 2014.

Borrowings under the BNDES facility mature as follows: $48 million in 2014, $64 million in 2015 and $28 million in 2016. The financing facility is collateralized by the financed set-top receivers with an original purchase price of approximately $185 million based on the exchange rate at the time of purchase.

Restricted Cash

Restricted cash of $10 million as of March 31, 2014 and $7 million as of December 31, 2013 was included as part of "Prepaid expenses and other" in our Consolidated Balance Sheets. These amounts secure certain of our letters of credit obligations and restrictions on the cash will be removed as the letters of credit expire.

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Note 4: Derivative Financial Instruments

We use derivative financial instruments primarily to manage the risks associated with fluctuations in foreign currency exchange rates and interest rates. We record derivative financial instruments in the Consolidated Balance Sheets as either assets or liabilities at fair value. For derivative financial instruments designated as cash flow hedges, the effective portion of the unrealized gains or losses on the derivative financial instruments are initially reported in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets, and subsequently reclassified to earnings in the same periods during which the hedged item affects earnings. The ineffective portion of the unrealized gains and losses on these derivative financial instruments, if any, is recorded immediately in earnings. We evaluate the effectiveness of our derivative financial instruments at inception and on a quarterly basis. We measured $1 million of ineffectiveness for the three months ended March 31, 2014 related to the settlement of the forward starting interest rate swaps discussed below and no ineffectiveness for the three months ended March 31, 2013.

The following table sets forth the fair values of assets and liabilities associated with the derivative financial instruments as of:

	Assets				Liabilities

	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
	(Dollars in millions)
Cash flow hedges:
Cross-currency swap contracts	$	117	$	112	$	—	$	—
Interest rate contracts		—		3		—		1


Total fair value of derivative financial instruments	$	117	$	115	$	—	$	1

The fair values of the assets associated with derivative financial instruments are recorded in "Investments and other assets" in the Consolidated Balance Sheets and the fair value of the liabilities associated with derivative financial instruments are recorded in "Other liabilities and deferred credits" in the Consolidated Balance Sheets.

The following table sets forth the notional amounts of outstanding derivative financial instruments as of:

	March 31, 2014		December 31, 2013

	(Dollars in millions)
Cash flow hedges:
Cross-currency swap contracts	$	2,418	$	2,418
Interest rate swaps		—		500


Total notional amount of derivative financial instruments	$	2,418	$	2,918

Collateral Arrangements. We have agreements with our derivative instrument counterparties that include collateral provisions which require a party with an unrealized loss position in excess of certain thresholds to post cash collateral for the amount in excess of the threshold. The threshold levels in our collateral agreements are based on each party's credit ratings. We held no cash collateral from

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

counterparties as of March 31, 2014 and held $10 million of cash collateral from counterparties as of December 31, 2013. We did not have any cash collateral posted with counterparties as of March 31, 2014 and December 31, 2013. We do not offset the fair value of collateral, whether the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable), against the fair value of the derivative instruments.

Cross-Currency Swap Contracts

On September 11, 2012, DIRECTV U.S. issued, pursuant to a U.S. registration statement, £750 million in aggregate principal of 4.375% senior notes due in 2029. On May 13, 2013, DIRECTV U.S. issued, pursuant to a U.S. registration statement, €500 million in aggregate principal of 2.750% senior notes due in 2023. On November 13, 2013, DIRECTV U.S. issued, pursuant to a U.S. registration statement, £350 million in aggregate principal of 5.200% senior notes due in 2033. In connection with the issuance of these senior notes, DIRECTV U.S. entered into cross-currency swap contracts to manage the related foreign exchange risk by effectively converting all of the fixed-rate British pound sterling and fixed-rate Euro denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. These cross-currency swaps are designated and qualify as cash flow hedges. The terms of the cross-currency swap contracts correspond to the related hedged senior notes and have maturities ranging from May 2023 to November 2033.

We calculate the fair value of the cross-currency swap contracts using an income-approach model (discounted cash flow analysis), the use of which is considered a Level 2 valuation technique, using observable inputs, such as foreign currency exchange rates, swap rates, cross-currency basis swap spreads and incorporating counterparty credit risk.

During the three months ended March 31, 2014, DIRECTV U.S. recorded net remeasurement losses of $13 million in "Other, net" in the Consolidated Statements of Operations related to the remeasurement of the hedged senior notes. To offset these remeasurement losses, we reclassified $13 million ($8 million after tax) from "Accumulated other comprehensive loss" in the Consolidated Balance Sheets to "Other, net" in the Consolidated Statements of Operations. During the three months ended March 31, 2013, DIRECTV U.S. recorded net remeasurement gains of $78 million in "Other, net" in the Consolidated Statements of Operations related to the remeasurement of the hedged senior notes. To offset these remeasurement gains, we reclassified $78 million ($49 million after tax) from "Accumulated other comprehensive loss" in the Consolidated Balance Sheets to "Other, net" in the Consolidated Statements of Operations. These reclassifications eliminate the impact of the remeasurement of the hedged senior notes from our results of operations.

Interest Rate Contracts

On March 17, 2014, DIRECTV U.S. issued $1,250 million in aggregate principal of 4.45% senior notes due in 2024. In connection with this transaction, DIRECTV U.S. settled forward-starting interest rate swaps, which were previously entered into in order to protect against unfavorable interest rate changes related to the forecasted issuance of debt. These interest rate swaps were designated and qualified as cash flow hedges. As of March 31, 2014, we had recorded $10 million in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets related to these forward-starting interest rate swaps that will be recognized as interest expense over the term of the 4.45% senior notes due in 2024.

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Note 5: Contingencies

Venezuela Devaluation and Foreign Currency Exchange Controls

Companies operating in Venezuela are required to obtain Venezuelan government approval to exchange Venezuelan bolivars into U.S. dollars and such approval has not consistently been granted for several years. Consequently, our ability to pay U.S. dollar denominated obligations and repatriate cash generated in Venezuela in excess of local operating requirements is limited, which has resulted in increases in the cash balance at our Venezuelan subsidiary. In February 2013, the Venezuelan government announced a devaluation of the bolivar from the official exchange rate of 4.3 bolivars per U.S. dollar to an official rate of 6.3 bolivars per U.S. dollar. As a result of the devaluation, we recorded a pre-tax charge in "Venezuelan currency devaluation charge" in the Consolidated Statements of Operations of $166 million ($136 million after tax) in the first quarter of 2013, related to the remeasurement of the bolivar denominated net monetary assets of our Venezuelan subsidiary as of the date of the devaluation.

In the first quarter of 2013, the Venezuelan government announced a new currency exchange system, the Sistema Complementario de Administración de Divisas, or SICAD 1, which is intended to function as an auction system for participants to exchange bolivars for U.S. dollars. The volume of amounts exchanged through such SICAD 1 system, and the resulting exchange rate, are published by the Venezuelan Central Bank. Effective January 24, 2014, the Venezuelan government announced that dividends and royalties would be subject to the SICAD 1 program. The SICAD 1 exchange rate, which was 10.7 bolivars per U.S. dollar as of March 31, 2014, is determined by periodic auctions. Additionally, in February 2014, the Venezuelan government announced SICAD 2, which is an exchange mechanism that became available on March 24, 2014. The exchange rate for SICAD 2 closed at 49.81 bolivars per U.S. dollar as of March 31, 2014.

We currently believe the SICAD 1 rate is the most representative rate to use for remeasurement, as the official rate of 6.3 bolivars per U.S. dollar will likely be reserved only for the settlement of U.S. dollar denominated obligations related to purchases of "essential goods and services," and the equity of our Venezuelan subsidiary would be realized, if at all, through permitted dividends paid at the SICAD 1 rate. Therefore, as of March 31, 2014, we are remeasuring our Venezuelan subsidiary's financial statements in U.S. dollars using the exchange rate determined by periodic auctions under SICAD 1, which was 10.7 bolivars per U.S. dollar. Until that date, we used the official exchange rate of 6.3 bolivars per U.S. dollar. As a result of the devaluation, we recorded a pre-tax charge in "Venezuelan currency devaluation charge" in the Consolidated Statements of Operations of $281 million in the first quarter of 2014, related to the remeasurement of the bolivar denominated net monetary assets of our Venezuelan subsidiary on March 31, 2014.

As of March 31, 2014, our Venezuelan subsidiary had Venezuelan bolivar denominated net monetary assets of $408 million, including cash of $453 million, based on the SICAD 1 exchange rate of 10.7 bolivars per U.S. dollar. Using the official exchange rate of 6.3 bolivars per U.S. dollar, our Venezuelan subsidiary reported revenues of approximately $261 million and operating profit of approximately $80 million in the first quarter of 2014, excluding the impact of the $281 million Venezuelan devaluation charge. The exchange rate used to report net monetary assets and operating results of our Venezuelan subsidiary is currently expected to be based on the results of periodic SICAD 1 auctions, which would result in fluctuations in reported amounts that could be material to the results of operations in Venezuela in future periods and could materially affect the comparability of results for our Venezuelan subsidiary between periods. The comparability of our results of operations

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and financial position in Venezuela will also be affected in the event of additional changes to the exchange rate system and further devaluations of the Venezuelan bolivar.

Litigation

Litigation is subject to uncertainties and the outcome of individual litigated matters is not predictable with assurance. Various legal actions, claims and proceedings are pending against us arising in the ordinary course of business. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. Some of the matters may involve compensatory, punitive, or treble damage claims, or demands that, if granted, could require us to pay damages or make other expenditures in amounts that could not be estimated at March 31, 2014. After discussion with counsel representing us in those actions, it is the opinion of management that such litigation is not expected to have a material effect on our consolidated financial statements. We expense legal costs as incurred.

International Trade Commission Proceedings. On April 17, 2014, ViXS Systems, Inc. submitted to the International Trade Commission a request to commence an investigation pursuant to Section 337 of the Tariff Act. The request alleges that certain patents owned by ViXS Systems, Inc. are infringed by components supplied by Entropic Communications, Inc., or by devices that contain those components. Among those accused devices are satellite receivers and other devices for use in systems for receiving the DIRECTV service. DIRECTV LLC, along with Entropic Communications, Inc. and certain companies alleged to be manufacturers of devices for DIRECTV, are identified as respondents. The request seeks an order excluding the accused devices from entry into the United States, and a cease and desist order prohibiting unlawful importation and/or sale of the accused devices after importation. Also on April 17, 2014, ViXS Systems Inc. filed in United States District Court a companion lawsuit alleging infringement of the same patents by the same products of the respondents named in the action before the ITC. The lawsuit seeks an injunction and monetary damages. DIRECTV is in the process of evaluating the claims made in these actions and intends to defend them vigorously.

Intellectual Property Litigation. We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and also in certain of these cases we expect that at least some potential liability would be the responsibility of our equipment vendors pursuant to applicable contractual indemnification provisions. Further, in certain of these cases, suppliers of equipment to DIRECTV are also defendants, and DIRECTV has contractual obligations to indemnify and hold harmless certain suppliers in those cases. To the extent that the allegations in these lawsuits can be analyzed by us at this stage of their proceedings, we believe the claims are without merit and intend to defend the actions vigorously. We have determined that the likelihood of a material liability in such matters is remote or have made appropriate accruals. The final disposition of these claims is not expected to have a material effect on our consolidated financial position or results of operations. However, if an adverse ruling is made in a lawsuit involving key intellectual property, such ruling could result in a loss that would be material to our consolidated results of operations of any one period. No assurance can be given that any adverse outcome would not be material to our consolidated financial position.

Early Cancellation Fees. In 2008, a number of plaintiffs filed putative class action lawsuits in state and federal courts challenging the early cancellation fees we assess our customers when they do not fulfill their programming commitments. Several of these lawsuits are pending, some in California state court purporting to represent statewide classes, and some in federal courts purporting to represent

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nationwide classes. The lawsuits seek both monetary and injunctive relief. While the theories of liability vary, the lawsuits generally challenge these fees under state consumer protection laws as both unfair and inadequately disclosed to customers. Our motions to compel arbitration of all claims have been granted in all of the federal cases, except for a case originally filed in Arkansas state court. The denial of our motion to compel arbitration in the California state court case is currently on appeal. We have moved to decertify the class and strike class allegations in the Arkansas federal case. We believe that our early cancellation fees are adequately disclosed, and represent reasonable estimates of the costs we incur when customers cancel service before fulfilling their programming commitments.

State and Federal Inquiries. From time to time, we receive investigative inquiries or subpoenas from state and federal authorities with respect to alleged violations of state and federal statutes. These inquiries may lead to legal proceedings in some cases. As reported previously, DIRECTV U.S. received a request for information from the Federal Trade Commission, or FTC, on issues similar to those resolved in 2011 with a multistate group of state attorneys general. We have been cooperating with the FTC by providing information about our sales and marketing practices and customer complaints and have engaged in ongoing negotiations with FTC staff concerning these issues. The FTC staff has advised that they will refer this matter to the Commissioners to obtain authority to file suit if we are unable to agree upon a resolution of these issues.

SAGAI. In 2009, Sociedad Argentina de Gestion de Actores Interpretes ("SAGAI") sued DIRECTV Argentina over the payment of performance rights fees. SAGAI claimed that under applicable laws, we are required to pay them 2% of our programming revenues. In the first quarter of 2014, DIRECTV Argentina entered into an agreement with SAGAI whereby DIRECTV agreed to settle all claims for the periods up to December 31, 2013 and agreed on a rate to be paid going forward.

Waste Disposal Inquiry. On August 20, 2012, DIRECTV U.S. received from the State of California subpoenas and interrogatories related to our generation, handling, record keeping, transportation and disposal of hazardous waste, including universal waste, in the State of California, and the training of employees regarding the same. The investigation is jointly conducted by the Office of the Attorney General and the District Attorney for Alameda County and appears to be part of a broader effort to investigate waste handling and disposal processes of a number of industries. We are diligently reviewing our policies and procedures applicable to all facilities and cooperating with the investigation.

Income Tax Matters

We have received tax assessments from certain foreign jurisdictions and have agreed to indemnify previously divested businesses for certain tax assessments relating to periods prior to their respective divestitures. These assessments are in various stages of the administrative process or litigation. While the outcome of these assessments and other tax issues cannot be predicted with certainty, we believe that the ultimate outcome will not have a material effect on our consolidated financial position or results of operations.

Satellites

We may purchase in-orbit and launch insurance to mitigate the potential financial impact of satellite launch and in-orbit failures if the premium costs are considered economic relative to the risk of satellite failure. The insurance generally covers a portion of the unamortized book value of covered

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satellites. We do not insure against lost revenues in the event of a total or partial loss of the capacity of a satellite. We generally rely on in-orbit spare satellites and excess transponder capacity at key orbital slots to mitigate the impact a satellite failure could have on our ability to provide service. At March 31, 2014, the net book value of in-orbit satellites was $1,342 million, all of which was uninsured.

Other

As of March 31, 2014, we were contingently liable under standby letters of credit and bonds in the aggregate amount of $259 million primarily related to judicial deposit and payment guarantees in Latin America and insurance deductibles.

Note 6: Related Party Transactions

In the ordinary course of our operations, we enter into transactions with related parties as discussed below. Related parties include Globo, which provides programming and advertising to Sky Brasil, and companies in which we hold equity method investments, including Sky Mexico, GSN and NW Sports Net LLC.

The majority of payments under contractual arrangements with related parties are pursuant to multi-year programming contracts. Payments under these contracts are typically subject to annual rate increases and are based on the number of subscribers receiving the related programming.

The following table summarizes revenues and expenses with related parties:

	Three Months Ended March 31,

	2014		2013
	(Dollars in Millions)
Revenues	$	2	$	2
Expenses		241		236

The following table sets forth the amount of accounts receivable from and accounts payable to related parties as of:

	March 31, 2014		December 31, 2013

	(Dollars in Millions)
Accounts receivable	$	7	$	18
Accounts payable		87		100
Long-term liability		85		69

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Note 7: Stockholders' Deficit and Noncontrolling Interest

Capital Stock and Additional Paid-In Capital

Our certificate of incorporation authorizes the following capital stock: 3,950,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. As of March 31, 2014 and December 31, 2013, there were no outstanding shares of preferred stock.

Share Repurchase Program

Since 2006 our Board of Directors has approved multiple authorizations for the repurchase of our common stock. In February 2014 our Board of Directors approved a new authorization for up to $3.5 billion for repurchases of our common stock. As of March 31, 2014, we had approximately $3,438 million remaining under this authorization. The authorization allows us to repurchase our common stock from time to time through open market purchases and negotiated transactions, or otherwise. The timing, nature and amount of such transactions will depend on a variety of factors, including market conditions, and the program may be suspended, discontinued or accelerated at any time. The sources of funds for the purchases under the remaining authorizations are our existing cash on hand, cash from operations and potential additional borrowings. Purchases are made in the open market, through block trades and other negotiated transactions. Repurchased shares are retired, but remain authorized for registration and issuance in the future.

Accelerated Share Repurchase. On March 20, 2013, we entered into a variable notional/variable maturity accelerated share repurchase agreement, or ASR, with a third-party financial institution to repurchase $300 million to $500 million of our common stock, which was settled during the second quarter of 2013. Under the agreement, we paid $500 million up-front and received an initial delivery of 4.9 million shares. We retired these shares and recorded a $270 million reduction to stockholders' equity in the first quarter of 2013. As of March 31, 2013, $30 million of the $500 million up-front payment was included as a reduction to "Common stock and additional paid-in capital" and $200 million was included in "Prepaid expenses and other" in the Consolidated Balance Sheets. We accounted for the ASR as a repurchase of common stock for purposes of calculating earnings per share and as a forward contract indexed to our own common stock, which met all of the applicable criteria for equity classification, and, therefore, was not accounted for as a derivative instrument.

The ASR agreement was settled on April 19, 2013 for a final notional amount of $337 million. Accordingly, we received an additional 1.2 million shares, which were retired, and we received a $163 million cash payment from our counterparty equal to the difference between the $500 million up-front payment and the final notional amount. The final notional amount was determined based upon the volume-weighted average share price of our common stock during the term of the ASR agreement. The number of shares ultimately delivered under the ASR agreement was based upon the final notional amount and the volume-weighted average share price of our common stock during the term of the ASR agreement, less an agreed discount.

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The following table sets forth information regarding shares repurchased and retired during the periods presented:

	Three Months Ended March 31,

	2014		2013
	(Amounts in Millions, Except Per Share Amounts)
Total cost of repurchased shares (1)	$	925	$	1,378
Average price per share	$	71.53	$	52.09
Number of shares repurchased and retired		13		26

(1): The $1,378 million in repurchases during the three months ended March 31, 2013 does not include the $30 million of stock received upon the settlement of the ASR in April 2013.

Of the $925 million in repurchases during the three months ended March 31, 2014, $30 million were paid for in April 2014. Amounts repurchased but settled subsequent to the end of such periods are considered non-cash financing activities and excluded from the Consolidated Statements of Cash Flows.

Noncontrolling Interest

In connection with our acquisition of Sky Brasil in 2006, our partner who holds the remaining 7% interest, Globo Comunicações e Participações S.A., or Globo, was granted the right, until January 2014, to require us to purchase all, but not less than all, of its shares in Sky Brasil. Globo did not exercise its right to require us to purchase its shares in Sky Brasil. That right has now expired and the noncontrolling interest is no longer redeemable. In accordance with Accounting Standards Codification 480,Distinguishing Liabilities from Equity, during the first quarter of 2014, we reclassified $375 million, which was the fair value of Globo's remaining 7% interest, from "Redeemable noncontrolling interest" to "Noncontrolling interest," a component of stockholders' deficit in the Consolidated Balance Sheets. During the first quarter of 2014, we discontinued fair value accounting for this equity instrument.

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The following tables set forth a reconciliation of stockholders' deficit for the three months ended March 31, 2014:

				Stockholders' Deficit

	DIRECTV Common Shares			Common Stock and Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total DIRECTV Stockholders' Deficit			Noncontrolling Interest		Total Stockholders' Deficit			Redeemable Noncontrolling Interest
	(Amounts in Millions, Except Share Data)
Balance as of January 1, 2014		519,306,232		$	3,652		$	(9,874	)	$	(322	)	$	(6,544	)	$	—	$	(6,544	)	$	375
Net income								561						561			8		569
Stock repurchased and retired		(12,928,118	)		(89	)		(836	)					(925	)				(925	)
Stock options exercised and restricted stock units vested and distributed		1,220,957			(57	)								(57	)				(57	)
Share-based compensation expense					20									20					20
Tax benefit from share-based compensation					22									22					22
Other					1									1					1
Other comprehensive income											24			24					24
CTA adjustment allocated to noncontrolling interest																	3		3
Noncontrolling interest																	375		375			(375	)


Balance as of March 31, 2014		507,599,071		$	3,549		$	(10,149	)	$	(298	)	$	(6,898	)	$	386	$	(6,512	)	$	—

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The following tables set forth a reconciliation of stockholders' deficit and redeemable noncontrolling interest for the three months ended March 31, 2013:

				Stockholders' Deficit

	DIRECTV Common Shares			Common Stock and Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Deficit			Redeemable Noncontrolling Interest			Net Income
	(Amounts in Millions, Except Share Data)
Balance as of January 1, 2013		586,839,817		$	4,021		$	(9,210	)	$	(242	)	$	(5,431	)	$	400
Net income								690						690			8		$	698
Stock repurchased and retired		(26,452,953	)		(181	)		(1,197	)					(1,378	)
Stock to be received upon settlement of ASR					(30	)								(30	)
Stock options exercised and restricted stock units vested and distributed		1,960,643			(61	)								(61	)
Share-based compensation expense					34									34
Tax benefit from share-based compensation					24									24
Adjustment to the fair value of redeemable noncontrolling interest					16									16			(16	)
Other					(1	)								(1	)
Other comprehensive loss											(11	)		(11	)		8


Balance as of March 31, 2013		562,347,507		$	3,822		$	(9,717	)	$	(253	)	$	(6,148	)	$	400

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Other Comprehensive Income (Loss)

The following represents the components of other comprehensive income (loss) for each of the periods presented:

	Three Months Ended March 31,

	2014									2013
	Pre-Tax			Tax Benefit (Expense)			Net of Tax			Pre-Tax			Tax Benefit (Expense)			Net of Tax
	(Dollars in Millions)
Cash flows hedges:
Unrealized losses arising during the period	$	(12	)	$	5		$	(7	)	$	(57	)	$	21		$	(36	)
Reclassification adjustments included in "Other, net"		(13	)		5			(8	)		78			(29	)		49
Foreign currency translation adjustments		63			(24	)		39			(43	)		17			(26	)
Available for sale securities:
Unrealized holding gains on securities		—			—			—			5			(2	)		3
Reclassification adjustment for net losses recognized during the period, included in "Other, net"		—			—			—			(2	)		1			(1	)


Other comprehensive income (loss)	$	38		$	(14	)	$	24		$	(19	)	$	8		$	(11	)

Accumulated Other Comprehensive Loss

The following represents the changes in the components of accumulated other comprehensive loss for each of the periods presented:

	Defined Benefit Plan Items			Gains (Losses) on Cash Flow Hedges			Foreign Currency Items			Unrealized Gains (Losses) on Available for Sale Securities		Accumulated Other Comprehensive Loss

	(Dollars in Millions)
Balance as of January 1, 2014	$	(123	)	$	14		$	(213	)	$	—	$	(322	)
Other comprehensive income (loss)		—			(15	)		39			—		24


Balance as of March 31, 2014	$	(123	)	$	(1	)	$	(174	)	$	—	$	(298	)

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	Defined Benefit Plan Items			Gains (Losses) on Cash Flow Hedges			Foreign Currency Items			Unrealized Gains (Losses) on Available for Sale Securities			Accumulated Other Comprehensive Loss

	(Dollars in Millions)
Balance as of January 1, 2013	$	(184	)	$	(17	)	$	(40	)	$	(1	)	$	(242	)
Other comprehensive income (loss)		—			13			(26	)		2			(11	)


Balance as of March 31, 2013	$	(184	)	$	(4	)	$	(66	)	$	1		$	(253	)

Note 8: Earnings Per Common Share

We compute basic earnings per common share, or EPS, by dividing net income attributable to DIRECTV by the weighted average number of common shares outstanding for the period.

Diluted EPS considers the effect of common equivalent shares, which consist entirely of common stock options and restricted stock units issued to employees. We excluded 0.2 million and 1.7 million common stock awards from the computation of diluted EPS, during the three months ended March 31, 2014 and March 31, 2013, respectively, because the inclusion of the potential common shares would have had an antidilutive effect.

The reconciliation of the amounts used in the basic and diluted EPS computation is as follows:

	Income			Per Share Amounts

	(Dollars and Shares in Millions, Except Per Share Amounts)
Three Months Ended
March 31, 2014
Basic EPS
Net income attributable to DIRECTV	$	561	511	$	1.10
Effect of dilutive securities
Dilutive effect of stock options and restricted stock units		—	4		(0.01	)


Diluted EPS
Adjusted net income attributable to DIRECTV	$	561	515	$	1.09




March 31, 2013
Basic EPS
Net income attributable to DIRECTV	$	690	572	$	1.21
Effect of dilutive securities
Dilutive effect of stock options and restricted stock units		—	5		(0.01	)


Diluted EPS
Adjusted net income attributable to DIRECTV	$	690	577	$	1.20

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Note 9: Segment Reporting

Our reportable segments, which are differentiated by their products and services as well as geographic location, are DIRECTV U.S., Sky Brasil and PanAmericana and Other, which are engaged in acquiring, promoting, selling and distributing digital entertainment programming primarily via satellite to residential and commercial subscribers, and the Sports Networks, Eliminations and Other segment, which includes our regional sports networks that provide programming devoted to local professional sports teams and college sporting events and locally produce their own programming. Sports Networks, Eliminations and Other also includes the corporate office, eliminations and other entities.

Selected information for our operating segments is reported as follows:

	External Revenues		Intersegment Revenues			Total Revenues		Operating Profit (Loss)			Depreciation and Amortization Expense		Operating Profit (Loss) Before Depreciation and Amortization(1)

	(Dollars in Millions)
Three Months Ended
March 31, 2014
DIRECTV U.S.	$	6,085	$	2		$	6,087	$	1,243		$	426	$	1,669
Sky Brasil		939		—			939		148			163		311
PanAmericana and Other		782		—			782		(174	)		122		(52	)


DIRECTV Latin America		1,721		—			1,721		(26	)		285		259
Sports Networks, Eliminations and Other		49		(2	)		47		10			3		13


Total	$	7,855	$	—		$	7,855	$	1,227		$	714	$	1,941




March 31, 2013
DIRECTV U.S.	$	5,788	$	2		$	5,790	$	1,115		$	406	$	1,521
Sky Brasil		965		—			965		154			157		311
PanAmericana and Other		763		—			763		(37	)		106		69


DIRECTV Latin America		1,728		—			1,728		117			263		380
Sports Networks, Eliminations and Other		64		(2	)		62		10			9		19


Total	$	7,580	$	—		$	7,580	$	1,242		$	678	$	1,920

(1): Operating profit (loss) before depreciation and amortization, which is a financial measure that is not determined in accordance with GAAP can be calculated by adding amounts under the caption "Depreciation and amortization expense" to "Operating profit (loss)." This measure should be used in conjunction with GAAP financial measures and is not presented as an alternative measure of operating results, as determined in accordance with GAAP. Our management and Board of Directors use operating profit before depreciation and amortization to evaluate the operating

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performance of our company and our business segments and to allocate resources and capital to business segments. This metric is also used as a measure of performance for incentive compensation purposes and to measure income generated from operations that could be used to fund capital expenditures, service debt or pay taxes. Depreciation and amortization expense primarily represents an allocation to current expense of the cost of historical capital expenditures and for intangible assets resulting from prior business acquisitions. To compensate for the exclusion of depreciation and amortization expense from operating profit, our management and Board of Directors separately measure and budget for capital expenditures and business acquisitions.

We believe this measure is useful to investors, along with GAAP measures (such as revenues, operating profit and net income), to compare our operating performance to other communications, entertainment and media service providers. We believe that investors use current and projected operating profit before depreciation and amortization and similar measures to estimate our current or prospective enterprise value and make investment decisions. This metric provides investors with a means to compare operating results exclusive of depreciation and amortization. Our management believes this is useful given the significant variation in depreciation and amortization expense that can result from the timing of capital expenditures, the capitalization of intangible assets, potential variations in expected useful lives when compared to other companies and periodic changes to estimated useful lives.

The following represents a reconciliation of operating profit before depreciation and amortization to reported net income on the Consolidated Statements of Operations:

	Three Months Ended March 31,

	2014			2013
	(Dollars in Millions)
Operating profit before depreciation and amortization	$	1,941		$	1,920
Depreciation and amortization		(714	)		(678	)


Operating profit		1,227			1,242
Interest income		13			22
Interest expense		(232	)		(217	)
Other, net		57			38


Income before income taxes		1,065			1,085
Income tax expense		(496	)		(387	)


Net income		569			698
Less: Net income attributable to noncontrolling interest		(8	)		(8	)


Net income attributable to DIRECTV	$	561		$	690

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Note 10: Condensed Consolidating Financial Statements

As discussed above in Note 3, DIRECTV has provided a guarantee of all the outstanding senior notes of DIRECTV Holdings LLC and DIRECTV Financing Co., Inc., or the Co-issuers.

The following condensed consolidating financial statements of DIRECTV and subsidiaries have been prepared pursuant to rules regarding the preparation of consolidating financial statements of Regulation S-X.

These condensed consolidating financial statements present the condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the three months ended March 31, 2014 and 2013, the condensed consolidating statements of cash flows for the three months ended March 31, 2014 and 2013, and the condensed consolidating balance sheets as of March 31, 2014 and December 31, 2013.

The condensed consolidating financial statements are comprised of DIRECTV, or the Parent Guarantor, its indirect 100% owned subsidiaries, DIRECTV Holdings, DIRECTV Financing and each of DIRECTV Holdings' material subsidiaries (other than DIRECTV Financing), or the Guarantor Subsidiaries, as well as other subsidiaries who are not guarantors of the senior notes, or the Non-Guarantor Subsidiaries, and the eliminations necessary to present DIRECTV's financial statements on a consolidated basis. The Non-Guarantor Subsidiaries consist primarily of DIRECTV's DTH digital television services throughout Latin America which are held by DIRECTV Latin America Holdings, Inc. and its subsidiaries, and our regional sports networks which are held by DIRECTV Sports Networks LLC and its subsidiaries. In addition, the Non-Guarantor Subsidiaries include the entity that is the parent of DIRECTV Holdings.

The accompanying condensed consolidating financial statements are presented based on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the subsidiaries' cumulative results of operations, capital contributions and distributions, and other changes in equity.

Elimination entries include consolidating and eliminating entries for investments in subsidiaries, intercompany activity and balances, and income taxes.

Subsequent to the issuance of our 2013 financial statements, management identified certain corrections that were needed in the presentation of the condensed consolidating financial information. With respect to the Non-Guarantor Subsidiaries, we previously presented the investment of the parent entity, which is a Non-Guarantor Subsidiary, that owns DIRECTV Latin America Holdings, Inc. and DIRECTV Sports Networks LLC in "Investment in subsidiaries" with the corresponding equity of those subsidiaries in "Stockholders' equity (deficit)." We previously recorded the elimination of those amounts in the Eliminations column. We now present the elimination of those amounts, including the elimination of all intercompany receivables and payables within the Non-Guarantor Subsidiaries column. Accordingly, we eliminated $410 million from "Investment in subsidiaries" and "Stockholders' equity (deficit)" in the Condensed Consolidating Balance Sheets as of December 31, 2013 and eliminated $3,612 million from "Total current assets" and "Intercompany receivables", "Total current liabilities" and "Intercompany liabilities" in the Condensed Consolidating Balance Sheets as of December 31, 2013. Also in the Non-Guarantor subsidiaries, we reclassified $19,036 million from "Common stock and additional paid-in-capital" to "Retained earnings (accumulated deficit)" in the Condensed Consolidated Balance Sheet as of December 31, 2013 to correctly classify dividends paid to the Parent Guarantor. Lastly, we recorded a $494 million adjustment to "Total current assets" and

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

"Total current liabilities" and related entries to "Investment in subsidiaries" and "Stockholders' equity (deficit)" in the Condensed Consolidating Balance Sheets for the Parent Guarantor, Co-Issuers, Guarantor Subsidiaries and Non-Guarantor Subsidiaries to reclassify the tax allocation as of December 31, 2013.

We now present the equity earnings of DIRECTV Holdings, which is a subsidiary of DIRECTV Group, an entity included in Non-Guarantor Subsidiaries, in "Equity in income of consolidated subsidiaries" in the Condensed Consolidating Statements of Operations. Accordingly, we present $652 million in "Equity in income of consolidated subsidiaries" in the Condensed Consolidating Statements of Operations for the three months ended March 31, 2013.

Also, in the Condensed Consolidating Statements of Cash Flows, we present changes from receivable balances of affiliates as investing activities and changes in payable balances of affiliates as financing activities because these changes are a result of a subsidiary's deposit in or withdrawal from its parent cash account under a centralized cash management arrangement. We previously presented all changes from receivable and payable balances of affiliates as financing activities.

There was no impact to our consolidated results of operations, balance sheet or cash flows as a result of these changes.

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2014

	Parent Guarantor			Co-Issuers			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			DIRECTV Consolidated

	(Dollars in Millions)
Revenues	$	—		$	—		$	6,087		$	1,798		$	(30	)	$	7,855
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other		—			—			2,768			641			(26	)		3,383
Subscriber service expenses		—			—			359			192			—			551
Broadcast operations expenses		—			—			72			27			(2	)		97
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs		—			—			648			180			(1	)		827
Upgrade and retention costs		—			—			281			41			(1	)		321
General and administrative expenses		9			—			290			155			—			454
Venezuelan currency devaluation charge		—			—			—			281			—			281
Depreciation and amortization expense		—			—			426			288			—			714


Total operating costs and expenses		9			—			4,844			1,805			(30	)		6,628


Operating profit (loss)		(9	)		—			1,243			(7	)		—			1,227
Equity in income of consolidated subsidiaries		568			787			—			648			(2,003	)		—
Interest income		—			—			1			12			—			13
Interest expense		—			(220	)		(3	)		(9	)		—			(232	)
Other, net		(2	)		—			5			54			—			57


Income before income taxes		557			567			1,246			698			(2,003	)		1,065
Income tax benefit (expense)		4			81			(459	)		(122	)		—			(496	)


Net income		561			648			787			576			(2,003	)		569
Less: Net income attributable to noncontrolling interest		—			—			—			(8	)		—			(8	)


Net income attributable to DIRECTV	$	561		$	648		$	787		$	568		$	(2,003	)	$	561

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2013

	Parent Guarantor			Co-Issuers			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			DIRECTV Consolidated

	(Dollars in Millions)
Revenues	$	—		$	—		$	5,790		$	1,811		$	(21	)	$	7,580
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other		—			—			2,601			613			(18	)		3,196
Subscriber service expenses		—			—			351			186			—			537
Broadcast operations expenses		—			—			81			32			(3	)		110
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs		—			—			629			185			—			814
Upgrade and retention costs		—			—			319			49			—			368
General and administrative expenses		13			—			288			168			—			469
Venezuelan currency devaluation charge		—			—			—			166			—			166
Depreciation and amortization expense		—			—			406			272			—			678


Total operating costs and expenses		13			—			4,675			1,671			(21	)		6,338


Operating profit (loss)		(13	)		—			1,115			140			—			1,242
Equity in income of consolidated subsidiaries		698			793			—			652			(2,143	)		—
Interest income		6			—			—			19			(3	)		22
Interest expense		—			(201	)		(1	)		(18	)		3			(217	)
Other, net		(4	)		—			12			30			—			38


Income before income taxes		687			592			1,126			823			(2,143	)		1,085
Income tax benefit (expense)		3			60			(333	)		(117	)		—			(387	)


Net income		690			652			793			706			(2,143	)		698
Less: Net income attributable to noncontrolling interest		—			—			—			(8	)		—			(8	)


Net income attributable to DIRECTV	$	690		$	652		$	793		$	698		$	(2,143	)	$	690

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income
For the Three Months Ended March 31, 2014

	Parent Guarantor		Co-Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			DIRECTV Consolidated

	(Dollars in Millions)
Net income	$	561	$	648		$	787	$	576		$	(2,003	)	$	569
Other comprehensive income (loss), net of taxes:
Cash flows hedges:
Unrealized losses arising during the period		—		(7	)		—		—			—			(7	)
Reclassification adjustments included in net income		—		(8	)		—		—			—			(8	)
Foreign currency translation adjustments		—		—			—		39			—			39


Other comprehensive income (loss)		—		(15	)		—		39			—			24


Comprehensive income		561		633			787		615			(2,003	)		593
Less: Comprehensive income attributable to noncontrolling interest		—		—			—		(11	)		—			(11	)


Comprehensive income attributable to DIRECTV	$	561	$	633		$	787	$	604		$	(2,003	)	$	582

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income
For the Three Months Ended March 31, 2013

	Parent Guarantor		Co-Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			DIRECTV Consolidated

	(Dollars in Millions)
Net income	$	690	$	652		$	793	$	706		$	(2,143	)	$	698
Other comprehensive income (loss), net of taxes:
Cash flows hedges:
Unrealized losses arising during the period		—		(36	)		—		—			—			(36	)
Reclassification adjustments included in net income		—		49			—		—			—			49
Foreign currency translation adjustments		—		—			—		(26	)		—			(26	)
Available for sale securities:
Unrealized holding gains on securities		—		—			—		3			—			3
Reclassification adjustments recognized for net losses during the period		—		—			—		(1	)		—			(1	)


Other comprehensive income (loss)		—		13			—		(24	)		—			(11	)


Comprehensive income		690		665			793		682			(2,143	)		687
Less: Comprehensive income attributable to noncontrolling interest		—		—			—		(16	)		—			(16	)


Comprehensive income attributable to DIRECTV	$	690	$	665		$	793	$	666		$	(2,143	)	$	671

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Condensed Consolidating Balance Sheet
As of March 31, 2014

	Parent Guarantor			Co-Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			DIRECTV Consolidated

	(Dollars in Millions)
ASSETS
Total current assets	$	644		$	1,785		$	2,518	$	1,711		$	(209	)	$	6,449
Satellites, net		—			—			1,782		686			—			2,468
Property and equipment, net		—			—			3,724		3,013			—			6,737
Goodwill		—			1,828			1,363		791			—			3,982
Intangible assets, net		—			—			521		398			(8	)		911
Intercompany receivables		5,024			8,441			22,283		1,507			(37,255	)		—
Investment in subsidiaries		(10,556	)		18,633			—		(12,579	)		4,502			—
Investments and other assets		96			199			334		1,453			(109	)		1,973


Total assets	$	(4,792	)	$	30,886		$	32,525	$	(3,020	)	$	(33,079	)	$	22,520




LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total current liabilities	$	131		$	2,598		$	3,542	$	1,316		$	(209	)	$	7,378
Long-term debt		—			18,263			—		75			—			18,338
Deferred income taxes		—			6			1,618		323			(109	)		1,838
Intercompany liabilities		1,576			22,262			8,441		4,976			(37,255	)		—
Other liabilities and deferred credits		399			336			291		460			(8	)		1,478
Stockholders' equity (deficit)
Common stock and additional paid-in capital		3,549			21			4,963		3,664			(8,648	)		3,549
Retained earnings (accumulated deficit)		(10,149	)		(12,600	)		13,670		(14,016	)		12,946			(10,149	)
Accumulated other comprehensive loss		(298	)		—			—		(204	)		204			(298	)


Total DIRECTV stockholders' equity (deficit)		(6,898	)		(12,579	)		18,633		(10,556	)		4,502			(6,898	)
Noncontrolling interest		—			—			—		386			—			386


Total stockholders' equity (deficit)		(6,898	)		(12,579	)		18,633		(10,170	)		4,502			(6,512	)


Total liabilities and stockholders' equity (deficit)	$	(4,792	)	$	30,886		$	32,525	$	(3,020	)	$	(33,079	)	$	22,520

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Condensed Consolidating Balance Sheet
As of December 31, 2013

	Parent Guarantor			Co-Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			DIRECTV Consolidated

	(Dollars in Millions)
ASSETS
Total current assets	$	979		$	1,133		$	2,577	$	1,775		$	(511	)	$	5,953
Satellites, net		—			—			1,810		657			—			2,467
Property and equipment, net		—			—			3,724		2,926			—			6,650
Goodwill		—			1,828			1,363		779			—			3,970
Intangible assets, net		—			—			527		401			(8	)		920
Intercompany receivables		4,750			7,820			20,985		1,387			(34,942	)		—
Investment in subsidiaries		(10,131	)		17,809			—		(12,214	)		4,536			—
Investments and other assets		92			190			361		1,416			(114	)		1,945


Total assets	$	(4,310	)	$	28,780		$	31,347	$	(2,873	)	$	(31,039	)	$	21,905




LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total current liabilities	$	448		$	1,476		$	3,812	$	1,305		$	(511	)	$	6,530
Long-term debt		—			18,203			—		81			—			18,284
Deferred income taxes		—			9			1,632		277			(114	)		1,804
Intercompany liabilities		1,387			20,985			7,820		4,750			(34,942	)		—
Other liabilities and deferred credits		399			321			274		470			(8	)		1,456
Redeemable noncontrolling interest		—			—			—		375			—			375
Stockholders' equity (deficit)
Common stock and additional paid-in capital		3,652			25			4,930		3,671			(8,626	)		3,652
Retained earnings (accumulated deficit)		(9,874	)		(12,253	)		12,879		(13,574	)		12,948			(9,874	)
Accumulated other comprehensive income (loss)		(322	)		14			—		(228	)		214			(322	)


Total stockholders' equity (deficit)		(6,544	)		(12,214	)		17,809		(10,131	)		4,536			(6,544	)


Total liabilities and stockholders' equity (deficit)	$	(4,310	)	$	28,780		$	31,347	$	(2,873	)	$	(31,039	)	$	21,905

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2014

	Parent Guarantor			Co-Issuers			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			DIRECTV Consolidated

	(Dollars in Millions)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	594		$	(305	)	$	1,482		$	489		$	(670	)	$	1,590


Cash flows from investing activities					��
Cash paid for property and equipment		—			—			(371	)		(279	)		—			(650	)
Cash paid for satellites		—			—			(11	)		(43	)		—			(54	)
Investment in companies, net of cash acquired		—			—			(1	)		(3	)		—			(4	)
Proceeds from sale of investments		—			—			4			—			—			4
Return of capital from subsidiary		400			—			—			—			(400	)		—
Intercompany funding		(117	)		(408	)		(1,464	)		(77	)		2,066			—
Other, net		—			—			—			(3	)		—			(3	)


Net cash provided by (used in) investing activities		283			(408	)		(1,843	)		(405	)		1,666			(707	)


Cash flows from financing activities
Issuance of commercial paper (maturity 90 days or less), net		—			105			—			—			—			105
Proceeds from short-term borrowings		—			90			—			—			—			90
Repayment of short-term borrowings		—			(200	)		—			—			—			(200	)
Proceeds from long-term debt		—			1,245			—			15			—			1,260
Debt issuance costs		—			(6	)		—			—			—			(6	)
Repayment of long-term debt		—			—			—			(11	)		—			(11	)
Repayment of other long-term obligations		—			—			(6	)		(9	)		—			(15	)
Common shares repurchased and retired		(895	)		—			—			—			—			(895	)
Taxes paid in lieu of shares issued for share-based compensation		(57	)		—			(47	)		(10	)		57			(57	)
Excess tax benefit from share-based compensation		22			—			18			4			(22	)		22
Intercompany payments		9			1,465			407			150			(2,031	)		—
Cash dividend to Parent		—			(1,000	)		—			—			1,000			—
Other, net		—			(26	)		—			—			—			(26	)


Net cash provided by (used in) financing activities		(921	)		1,673			372			139			(996	)		267


Effect of exchange rate changes on Venezuelan cash and cash equivalents		—			—			—			(316	)		—			(316	)


Net increase (decrease) in cash and cash equivalents		(44	)		960			11			(93	)		—			834
Cash and cash equivalents at beginning of the period		498			791			6			885			—			2,180


Cash and cash equivalents at end of the period	$	454		$	1,751		$	17		$	792		$	—		$	3,014

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DIRECTV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2013

	Parent Guarantor			Co-Issuers			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			DIRECTV Consolidated

	(Dollars in Millions)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	570		$	(311	)	$	1,488		$	422		$	(633	)	$	1,536


Cash flows from investing activities
Cash paid for property and equipment		—			—			(396	)		(352	)		—			(748	)
Cash paid for satellites		—			—			(53	)		(25	)		—			(78	)
Investment in companies, net of cash acquired		—			—			—			(3	)		—			(3	)
Proceeds from sale of investments		—			—			12			4			—			16
Return of capital from subsidiary		1,382			—			—			—			(1,382	)		—
Intercompany funding		(152	)		(391	)		(1,418	)		(78	)		2,039			—
Other, net		—			—			2			(7	)		—			(5	)


Net cash provided by (used in) investing activities		1,230			(391	)		(1,853	)		(461	)		657			(818	)


Cash flows from financing activities
Issuance of commercial paper (maturity 90 days or less), net		—			190			—			—			—			190
Proceeds from short-term borrowings		—			84			—			—			—			84
Repayment of short-term borrowings		—			(153	)		—			—			—			(153	)
Proceeds from long-term debt		—			743			—			49			—			792
Debt issuance costs		—			(4	)		—			—			—			(4	)
Repayment of other long-term obligations		—			—			(6	)		(12	)		—			(18	)
Common shares repurchased and retired		(1,378	)		—			—			—			—			(1,378	)
Prepayment of accelerated share repurchase		(230	)		—			—			—			—			(230	)
Taxes paid in lieu of shares issued for share-based compensation		(61	)		—			(51	)		(10	)		61			(61	)
Excess tax benefit from share-based compensation		24			—			20			4			(24	)		24
Intercompany payments		17			1,418			396			180			(2,011	)		—
Cash dividend to Parent		—			(1,950	)		—			—			1,950			—


Net cash provided by (used in) financing activities		(1,628	)		328			359			211			(24	)		(754	)


Effect of exchange rate changes on Venezuelan cash and cash equivalents		—			—			—			(187	)		—			(187	)


Net increase (decrease) in cash and cash equivalents		172			(374	)		(6	)		(15	)		—			(223	)
Cash and cash equivalents at beginning of the period		408			728			11			755			—			1,902


Cash and cash equivalents at end of the period	$	580		$	354		$	5		$	740		$	—		$	1,679

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DIRECTV

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, 2013 filed with the SEC on February 24, 2014, 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 the use of statements that include phrases such as we "believe", "expect", "anticipate", "intend", "plan", "foresee", "project" or other similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook for 2014 financial results, liquidity and capital resources.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include economic, business, competitive, national or global political, market and regulatory conditions and the following, each of which is described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2013:

•: Levels of competition are increasing.
•: We depend on others to produce programming and programming costs are increasing.
•: Increased subscriber churn or subscriber upgrade and retention costs could materially adversely affect our financial performance.
•: Our subscriber acquisition costs could materially increase.
•: DIRECTV Latin America is subject to various additional risks associated with doing business internationally, which include political and economic instability and foreign currency exchange rate volatility and controls.
•: Our ability to keep pace with technological developments is uncertain.
•: Our business relies on intellectual property, some of which is owned by third parties, and we may inadvertently infringe patents and proprietary rights of others.
•: Construction or launch delays on satellites could materially adversely affect our revenues and earnings.
•: Our satellites are subject to significant launch and operational risks.
•: The loss of one or more satellites, none of which is currently insured, could materially adversely affect our business and earnings.

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•: Satellite programming signals have been stolen and may be stolen in the future, which could result in lost revenues and would cause us to incur incremental operating costs that do not result in subscriber acquisition.
•: The ability to maintain FCC licenses and other regulatory approvals is critical to our business.
•: We may have an indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, that could be triggered if parts of the 2009 transaction between us and Liberty Media or Liberty Media's 2008 transaction with News Corporation are treated as a taxable transaction.
•: We rely on network and information systems and other technology and a disruption or failure of such networks, systems or technology as a result of misappropriation of data or other malfeasance, as well as outages, natural disasters, accidental releases of information or similar events, may disrupt our business.
•: We face risks arising from the outcome of various legal proceedings.
•: Our strategic initiatives may not be successfully implemented, may not elicit the expected customer response in the market and may result in competitive reactions.
•: Those and the other factors that are described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2013.

Any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may occur and it is not possible for us to predict them all. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development or otherwise, except as required by law.

CONTENTS

The following is a discussion of our results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report. Information in this section is organized as follows:

•: Summary Data
•: Business Overview
•: Significant Events Affecting the Comparability of the Results of Operations
•: Key Terminology
•: Executive Outlook
•: Results of Operations
•: Liquidity and Capital Resources
•: Contractual Obligations
•: Contingencies
•: Certain Relationships and Related-Party Transactions
•: Critical Accounting Estimates

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SUMMARY DATA

(Unaudited)

	Three Months Ended March 31,

	2014			2013
	(Dollars in Millions, Except Per Share Amounts)
Consolidated Statements of Operations Data:
Revenues	$	7,855		$	7,580
Total operating costs and expenses		6,628			6,338


Operating profit		1,227			1,242
Interest income		13			22
Interest expense		(232	)		(217	)
Other, net		57			38


Income before income taxes		1,065			1,085
Income tax expense		(496	)		(387	)


Net income		569			698
Less: Net income attributable to noncontrolling interest		(8	)		(8	)


Net income attributable to DIRECTV	$	561		$	690




Basic earnings attributable to DIRECTV per common share	$	1.10		$	1.21
Diluted earnings attributable to DIRECTV per common share	$	1.09		$	1.20
Weighted average number of total common shares outstanding (in millions):
Basic		511			572
Diluted		515			577

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SUMMARY DATA—(continued)

(Unaudited)

	March 31, 2014			December 31, 2013

	(Dollars in Millions)
Consolidated Balance Sheets Data:
Cash and cash equivalents	$	3,014		$	2,180
Total current assets		6,449			5,953
Total assets		22,520			21,905
Total current liabilities		7,378			6,530
Long-term debt		18,338			18,284
Redeemable noncontrolling interest		—			375
Total stockholders' deficit		(6,512	)		(6,544	)

Reference should be made to the Notes to the Consolidated Financial Statements.

	Three Months Ended March 31,

	2014			2013
	(Dollars in Millions)
Other Data:
Operating profit before depreciation and amortization(1)
Operating profit	$	1,227		$	1,242
Add: Depreciation and amortization expense		714			678


Operating profit before depreciation and amortization	$	1,941		$	1,920




Operating profit before depreciation and amortization margin		24.7	%		25.3	%
Cash flow information
Net cash provided by operating activities	$	1,590		$	1,536
Net cash used in investing activities		(707	)		(818	)
Net cash provided by (used in) financing activities		267			(754	)
Free cash flow(2)
Net cash provided by operating activities		1,590			1,536
Less: Cash paid for property and equipment		(650	)		(748	)
Less: Cash paid for satellites		(54	)		(78	)


Free cash flow	$	886		$	710

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SUMMARY DATA—(continued)

(Unaudited)

Selected Segment Data

	Revenues				Operating Profit (Loss)			Depreciation and Amortization Expense		Operating Profit (Loss) Before Depreciation and Amortization(1)

	(Dollars in Millions)
Three Months Ended March 31, 2014
DIRECTV U.S.	$	6,087	77.5	%	$	1,243		$	426	$	1,669
Sky Brasil		939	12.0	%		148			163		311
PanAmericana and Other		782	10.0	%		(174	)		122		(52	)


DIRECTV Latin America		1,721	22.0	%		(26	)		285		259
Sports Networks, Eliminations and Other		47	0.5	%		10			3		13


Total	$	7,855	100.0	%	$	1,227		$	714	$	1,941




March 31, 2013
DIRECTV U.S.	$	5,790	76.4	%	$	1,115		$	406	$	1,521
Sky Brasil		965	12.7	%		154			157		311
PanAmericana and Other		763	10.1	%		(37	)		106		69


DIRECTV Latin America		1,728	22.8	%		117			263		380
Sports Networks, Eliminations and Other		62	0.8	%		10			9		19


Total	$	7,580	100.0	%	$	1,242		$	678	$	1,920

(1): Operating profit before depreciation and amortization, which is a financial measure that is not determined in accordance with accounting principles generally accepted in the United States of America, or GAAP, can be calculated by adding amounts under the caption "Depreciation and amortization expense" to "Operating profit." This measure should be used in conjunction with GAAP financial measures and is not presented as an alternative measure of operating results, as determined in accordance with GAAP. Our management and our Board of Directors use operating profit before depreciation and amortization to evaluate the operating performance of our company and our business segments and to allocate resources and capital to business segments. This metric is also used as a measure of performance for incentive compensation purposes and to measure income generated from operations that could be used to fund capital expenditures, service debt or pay taxes. Depreciation and amortization expense primarily represents an allocation to current expense of the cost of historical capital expenditures and for acquired intangible assets resulting from prior business acquisitions. To compensate for the exclusion of depreciation and amortization expense from operating profit, our management and our Board of Directors separately measure and budget for capital expenditures and business acquisitions.
We believe this measure is useful to investors, along with GAAP measures (such as revenues, operating profit and net income), to compare our operating performance to other communications, entertainment and media service providers. We believe that investors use current and projected

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SUMMARY DATA—(continued)

(Unaudited)

operating profit before depreciation and amortization and similar measures to estimate our current or prospective enterprise value and make investment decisions. This metric provides investors with a means to compare operating results exclusive of depreciation and amortization expense. Our management believes this is useful given the significant variation in depreciation and amortization expense that can result from the timing of capital expenditures, the capitalization of intangible assets, potential variations in expected useful lives when compared to other companies and periodic changes to estimated useful lives.

Operating profit before depreciation and amortization margin is calculated by dividing Operating profit before depreciation and amortization by Revenues.

(2): Free cash flow, which is a financial measure that is not determined in accordance with GAAP, can be calculated by deducting amounts under the captions "Cash paid for property and equipment" and "Cash paid for satellites" from "Net cash provided by operating activities" from the Consolidated Statements of Cash Flows. This financial measure should be used in conjunction with other GAAP financial measures and is not presented as an alternative measure of cash flows from operating activities, as determined in accordance with GAAP. Our management and our Board of Directors use free cash flow to evaluate the cash generated by our current subscriber base, net of capital expenditures, for the purpose of allocating resources to activities such as adding new subscribers, retaining and upgrading existing subscribers, for additional capital expenditures and other capital investments or transactions and as a measure of performance for incentive compensation purposes. We believe this measure is useful to investors, along with other GAAP measures (such as cash flows from operating and investing activities), to compare our operating performance to other communications, entertainment and media companies. We believe that investors also use current and projected free cash flow to determine the ability of revenues from our current and projected subscriber base to fund required and discretionary spending and to help determine our financial value.

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BUSINESS OVERVIEW

DIRECTV, which we sometimes refer to as the Company, we, or us, is a leading provider of digital television entertainment in the United States and Latin America. We operate two direct-to-home, or DTH, business units: DIRECTV U.S. and DIRECTV Latin America, which are differentiated by their geographic location and are engaged in acquiring, promoting, selling and distributing digital entertainment programming primarily via satellite to residential and commercial subscribers. In addition, we own and operate two regional sports networks, or RSNs, hold a minority ownership interest in ROOT SPORTS™ Northwest and own a 42% interest in Game Show Network LLC, or GSN, a television network dedicated to game-related programming and Internet interactive game playing. We account for our investments in ROOT SPORTS Northwest and GSN using the equity method of accounting.

•: DIRECTV U.S. DIRECTV Holdings LLC and its subsidiaries, which we refer to as DIRECTV U.S., is the largest provider of DTH digital television services and the second largest provider in the multi-channel video programming distribution, or MVPD, industry in the United States. As of March 31, 2014, DIRECTV U.S. had approximately 20.3 million subscribers.
•: DIRECTV Latin America. DIRECTV Latin America Holdings, Inc. and its subsidiaries, or DIRECTV Latin America, is a leading provider of DTH digital television services throughout Latin America. DIRECTV Latin America is comprised of: PanAmericana, which provides services in Argentina, Chile, Colombia, Ecuador, Peru, Puerto Rico, Venezuela and certain other countries in the region, and Sky Brasil Servicos Ltda., or Sky Brasil, which is a 93% owned subsidiary. DIRECTV Latin America also includes our 41% equity method investment in Innova, S. de R.L. de C.V., or Sky Mexico, which we include in the PanAmericana segment. As of March 31, 2014, PanAmericana had approximately 6.4 million subscribers, Sky Brasil had approximately 5.5 million subscribers and Sky Mexico had approximately 6.2 million subscribers.
•: DIRECTV Sports Networks. DIRECTV Sports Networks LLC and its subsidiaries, or DSN, is comprised primarily of two wholly owned regional sports networks based in Denver, Colorado and Pittsburgh, Pennsylvania, and a regional sports network based in Seattle, Washington in which DSN retains a noncontrolling interest, each of which operates under the brand name ROOT SPORTS. On April 16, 2013, DSN transferred 100% of its interest in a regional sports network based in Seattle, Washington, or DSN Northwest, to NW Sports Net LLC. The Seattle Mariners have a majority interest in NW Sports Net LLC and DSN retains a noncontrolling interest, which we account for using the equity method of accounting. The operating results of DSN are reported as part of the "Sports Networks, Eliminations and Other" reporting segment.

SIGNIFICANT EVENTS AFFECTING THE COMPARABILITY OF THE RESULTS OF OPERATIONS

Senior Notes

Three Months Ended March 31, 2014 Financing Transactions

On March 17, 2014, DIRECTV U.S. issued $1,250 million of senior notes resulting in $1,245 million proceeds, net of original issue discount.

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Notes outstanding on March 20, 2014 was $1,000 million and we made a cash payment of $1,022 million in the second quarter of 2014 to redeem such Notes.

Three Months Ended March 31, 2013 Financing Transactions

On January 10, 2013, DIRECTV U.S. issued $750 million of senior notes resulting in $743 million proceeds, net of discount.

In March 2013, Sky Brasil entered into a financing facility with Banco Nacional de Desenvolvimento Econômico e Social, or BNDES, a government owned bank in Brazil. During the three months ended March 31, 2013, borrowings under the BNDES facility were approximately $49 million.

During the three months ended March 31, 2013, borrowings under DIRECTV U.S.' commercial paper program, net of repayments, were $121 million.

Venezuela Devaluation and Foreign Currency Exchange Controls

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KEY TERMINOLOGY

The following key terminology is used in management's discussion and analysis of financial condition and results of operations:

Revenues. We earn revenues mostly from monthly fees we charge subscribers for subscriptions to basic and premium channel programming, advanced receiver fees (which include HD, DVR and multi-room viewing), pay-per-view programming, and seasonal live sporting events. We also earn revenues from monthly fees we charge subscribers for multiple set-top receivers, monthly fees that we charge subscribers with multiple non-leased set-top receivers (which we refer to as mirroring fees), hardware revenues from subscribers who lease or purchase set-top receivers from us, warranty service fees and advertising services. Revenues are reported net of customer credits and discounted promotions.

Broadcast Programming and Other. These costs primarily include license fees for subscription service programming, pay-per-view programming, live sports and other events. Other costs include continuing service fees paid to third parties for active subscribers and warranty service costs.

Subscriber Service Expenses. Subscriber service expenses include the costs of customer call centers, billing, remittance processing and service calls.

Broadcast Operations Expenses. These expenses include broadcast center operating costs, signal transmission expenses (including costs of collecting signals for our local channel offerings), and costs of monitoring, maintaining and insuring our satellites. Also included are engineering expenses associated with deterring theft of our signal.

Subscriber Acquisition Costs. These costs include the cost of set-top receivers and other equipment, commissions we pay to national retailers, independent satellite television retailers, dealers and telcos, and the cost of installation, advertising, marketing and customer call center expenses associated with the acquisition of new subscribers. Set-top receivers leased to new subscribers are capitalized in "Property and equipment, net" in the Consolidated Balance Sheets and depreciated over their useful lives. In certain countries in Latin America, where our customer agreements provide for the lease of the entire DIRECTV or SKY System, we also capitalize the costs of the other customer premises equipment and related installation costs. The amount of set-top receivers capitalized each period for subscriber acquisitions is included in "Cash paid for property and equipment" in the Consolidated Statements of Cash Flows.

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Upgrade and Retention Costs. Upgrade and retention costs are associated with upgrade efforts for existing subscribers that we believe will result in higher average monthly revenue per subscriber, or ARPU, and lower churn. Our upgrade efforts include subscriber equipment upgrade programs for advanced receivers and similar initiatives. Retention costs also include the costs of installing and providing hardware under our movers program for subscribers relocating to a new residence. Set-top receivers leased to existing subscribers under upgrade and retention programs are capitalized in "Property and equipment, net" in the Consolidated Balance Sheets and depreciated over their estimated useful lives. The amount of set-top receivers capitalized each period for upgrade and retention programs is included in "Cash paid for property and equipment" in the Consolidated Statements of Cash Flows.

General and Administrative Expenses. General and administrative expenses include departmental costs for legal, administrative services, finance, marketing and information technology. These costs also include expenses for bad debt and other operating expenses, such as legal settlements, and gains or losses from the sale or disposal of fixed assets.

Average Monthly Revenue Per Subscriber. We calculate ARPU by dividing average monthly revenues for the period (total revenues during the period divided by the number of months in the period) by average subscribers for the period. We calculate average subscribers for the period by adding the number of subscribers as of the beginning of the period and for each quarter end in the current year or period and dividing by the sum of the number of quarters in the period plus one.

Average Monthly Subscriber Churn. Average monthly subscriber churn represents the number of subscribers whose service is disconnected, expressed as a percentage of the average total number of subscribers. We calculate average monthly subscriber churn by dividing the average monthly number of disconnected subscribers for the period (total subscribers disconnected, net of reconnects, during the period divided by the number of months in the period) by average subscribers for the period.

Subscriber Count. The total number of subscribers represents the total number of subscribers actively subscribing to our service, including subscribers who have suspended their account for a particular season of the year because they are temporarily away from their primary residence and subscribers who are in the process of relocating and commercial equivalent viewing units.

SAC. We calculate SAC, which represents total subscriber acquisition costs stated on a per subscriber basis, by dividing total subscriber acquisition costs for the period by the number of gross new subscribers acquired during the period. We calculate total subscriber acquisition costs for the period by adding together "Subscriber acquisition costs" expensed during the period and the amount of cash paid for equipment leased to new subscribers during the period.

EXECUTIVE OUTLOOK

DIRECTV Latin America. Excluding the Venezuelan devaluation charges recorded in 2013 and 2014 and the Escritório Central de Arrecadação e Distribuição, or ECAD, gain of $70 million in 2013, we now expect revenue to be flat and operating profit before depreciation and amortization to decline in the low-single digit percentage range as compared to 2013. This outlook assumes the SICAD 1 exchange rate of 10.7 as of March 31, 2014 remains constant for the balance of the year.

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RESULTS OF OPERATIONS

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

DIRECTV U.S. Results of Operations

The following table provides operating results and a summary of key subscriber data for the DIRECTV U.S. segment:

	Three Months Ended and As of March 31,						Change

	2014			2013			$			%
	(Dollars in Millions, Except Per Subscriber Amounts)
Revenues	$	6,087		$	5,790		$	297			5.1	%
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other		2,768			2,601			167			6.4	%
Subscriber service expenses		359			351			8			2.3	%
Broadcast operations expenses		72			81			(9	)		(11.1	)%
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs		648			629			19			3.0	%
Upgrade and retention costs		281			319			(38	)		(11.9	)%
General and administrative expenses		290			288			2			0.7	%
Depreciation and amortization expense		426			406			20			4.9	%


Total operating costs and expenses		4,844			4,675			169			3.6	%


Operating profit	$	1,243		$	1,115		$	128			11.5	%




Operating profit margin		20.4	%		19.3	%		—			—
Other data:
Operating profit before depreciation and amortization	$	1,669		$	1,521		$	148			9.7	%
Operating profit before depreciation and amortization margin		27.4	%		26.3	%		—			—
Total number of subscribers (in thousands)		20,265			20,105			160			0.8	%
ARPU	$	100.16		$	96.05		$	4.11			4.3	%
Average monthly subscriber churn %		1.45	%		1.45	%		—			—	%
Gross subscriber additions (in thousands)		891			893			(2	)		(0.2	)%
Subscriber disconnections (in thousands)		879			872			7			0.8	%
Net subscriber additions (in thousands)		12			21			(9	)		NM	*
Average subscriber acquisition costs—per subscriber (SAC)	$	859		$	899		$	(40	)		(4.4	)%
Capital expenditures:
Property and equipment	$	144		$	111		$	33			29.7	%
Subscriber leased equipment—subscriber acquisitions		117			174			(57	)		(32.8	)%
Subscriber leased equipment—upgrade and retention		110			111			(1	)		NM	*
Satellites		11			53			(42	)		(79.2	)%


Total capital expenditures	$	382		$	449		$	(67	)		(14.9	)%

*: Percentage not meaningful.

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Subscribers. In the first quarter of 2014, net subscriber additions decreased slightly primarily due to a higher number of subscriber disconnections associated with the larger subscriber base compared to the first quarter of 2013. Gross subscriber additions remained relatively flat. Average monthly subscriber churn was unchanged in the first quarter of 2014 as compared to the first quarter of 2013.

Revenues. DIRECTV U.S. revenues increased in the first quarter of 2014 as a result of higher ARPU and a larger subscriber base. The increase in ARPU resulted primarily from higher advanced receiver service fees, price increases on programming packages, higher fees for our new enhanced warranty program, as well as higher ad sales and commercial revenues, partially offset by increased promotional offers for new and existing customers.

Operating profit before depreciation and amortization. Operating profit before depreciation and amortization and operating profit before depreciation and amortization margin increased in the first quarter of 2014 as compared to the first quarter of 2013 primarily due to higher revenues coupled with lower upgrade and retention costs, partially offset by higher broadcast programming and other costs. Upgrade and retention costs decreased primarily due to lower equipment costs used for subscriber upgrades to advanced products. Broadcast programming and other costs increased primarily due to annual program supplier rate increases and a larger subscriber base.

Operating profit. Operating profit and operating profit margin increased in the first quarter of 2014 as compared to the first quarter of 2013 due to an increase in operating profit before depreciation and amortization and operating profit before depreciation and amortization margin.

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DIRECTV Latin America Results of Operations

The following table provides operating results and a summary of key subscriber data for the consolidated DIRECTV Latin America operations, which does not include Sky Mexico:

	Three Months Ended and As of March 31,						Change

	2014			2013			$			%
	(Dollars in Millions, Except Per Subscriber Amounts)
Revenues	$	1,721		$	1,728		$	(7	)		(0.4	)%
Operating profit before depreciation and amortization(1)		259			380			(121	)		(31.8	)%
Operating profit before depreciation and amortization margin(1)		15.0	%		22.0	%		—			—
Operating profit(1)	$	(26	)	$	117		$	(143	)		(122.2	)%
Operating profit margin(1)		(1.5	)%		6.8	%		—			—
Other data:
ARPU	$	48.83		$	54.23		$	(5.40	)		(10.0	)%
Average monthly total subscriber churn %(4)		2.13	%		1.88	%		—			13.3	%
Average monthly post-paid subscriber churn %(4)		1.85	%		1.74	%		—	%		6.3	%
Total number of subscribers (in thousands)(2)(4)		11,929			10,912			1,018			9.3	%
Gross subscriber additions (in thousands)(2)(3)		1,111			1,181			(70	)		(5.9	)%
Net subscriber additions (in thousands)(2)(3)(4)		361			583			(222	)		(38.1	)%
Capital expenditures:
Property and equipment	$	56		$	41		$	15			36.6	%
Subscriber leased equipment—subscriber acquisitions		128			195			(67	)		(34.4	)%
Subscriber leased equipment—upgrade and retention		96			116			(20	)		(17.2	)%
Satellites		38			22			16			72.7	%


Total capital expenditures	$	318		$	374		$	(56	)		(15.0	)%

(1): Amounts include the impact of the Venezuelan devaluation charge of $281 million recorded in the first quarter of 2014 and $166 million recorded in the first quarter of 2013, as well as the ongoing impact of foreign currency exchange fluctuations.
(2): DIRECTV Latin America subscriber data excludes subscribers on the Sky Mexico platform.
(3): Gross and net subscriber additions exclude 1,000 subscribers acquired in transactions in Brazil during the first quarter of 2013.
(4): Based on the results of an internal investigation, we have determined that, beginning in 2012, certain employees of Sky Brasil directed activities which are inconsistent with Sky Brasil's authorized policies for subscriber retention and churn management. These activities had the effect of artificially reducing churn and increasing the Sky Brasil subscriber base during portions of 2012 and 2013. As a result, subscribers who would have previously ceased receiving Sky Brasil service have been terminated as subscribers pursuant to Sky Brasil's authorized policies. We estimate that as of March 31, 2013, our subscriber count would have been approximately 200,000 lower than the number of subscribers previously reported if the identified improper actions had not been taken. See the Current Report on Form 8-K filed with the SEC on June 27, 2013 for further details. Prior year results for subscribers, churn and ARPU have not been adjusted for the findings of this investigation.

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Sky Brasil Results of Operations

The following table provides operating results and a summary of key subscriber data for the consolidated Sky Brasil operations:

	Three Months Ended and As of March 31,						Change

	2014			2013			$			%
	(Dollars in Millions, Except Per Subscriber Amounts)
Revenues	$	939		$	965		$	(26	)		(2.7	)%
Operating profit before depreciation and amortization		311			311			—			—	%
Operating profit before depreciation and amortization margin		33.1	%		32.2	%		—			—
Operating profit	$	148		$	154		$	(6	)		(3.9	)%
Operating profit margin		15.8	%		16.0	%		—			—
Other Data:
ARPU	$	57.67		$	62.56		$	(4.89	)		(7.8	)%
Total number of subscribers (in thousands)(1)		5,480			5,247			234			4.5	%
Total capital expenditures	$	161		$	207		$	(46	)		(22.2	)%

(1): See Note (4) on the table showing consolidated DIRECTV Latin America results of operations above.

Subscribers. In the first quarter of 2014 net subscriber additions decreased as slightly higher gross subscriber additions were more than offset by higher average monthly churn. Gross subscriber additions increased driven by higher demand for advanced products. Total average monthly churn increased primarily due to the curtailment of promotional offers to subscribers, the effect of a higher mix of mass market subscribers along with more challenging economic and competitive conditions in the first quarter of 2014.

Revenues. Revenues decreased in the first quarter of 2014 primarily due to a decrease in ARPU, partially offset by subscriber growth. The decrease in ARPU was primarily due to unfavorable exchange rates, partially offset by a decrease in promotional offers to subscribers and an increase in advanced services.

Operating profit before depreciation and amortization. Operating profit before depreciation and amortization remained flat in the first quarter of 2014 as compared to the first quarter of 2013.

Operating profit before depreciation and amortization margin increased in the first quarter of 2014 as compared to the first quarter of 2013 primarily driven by a reduction in promotional offers to subscribers partially offset by higher subscriber service expenses due to customer service initiatives.

Operating profit. Operating profit and operating profit margin decreased slightly in the first quarter of 2014 as compared to the first quarter of 2013 due to an increase in depreciation and amortization expense as a result of higher total capitalized subscriber leased equipment and infrastructure capital expenditures, as well as higher subscriber churn.

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PanAmericana and Other Results of Operations

The following table provides operating results and a summary of key subscriber data for the consolidated PanAmericana and Other operations:

	Three Months Ended and As of March 31,						Change

	2014			2013			$			%
	(Dollars in Millions, Except Per Subscriber Amounts)
Revenues	$	782		$	763		$	19			2.5	%
Operating profit (loss) before depreciation and amortization(1)		(52	)		69			(121	)		(175.4	)%
Operating profit before depreciation and amortization margin(1)		NM	*		9.0	%		—			—
Operating loss(1)	$	(174	)	$	(37	)	$	(137	)		370.3	%
Operating profit margin(1)		NM	*		NM	*		—			—
Other Data:
ARPU	$	41.23		$	46.54		$	(5.31	)		(11.4	)%
Total number of subscribers (in thousands)		6,449			5,665			784			13.8	%
Total capital expenditures	$	157		$	167		$	(10	)		(6.0	)%

*: Not meaningful
(1): Amounts include the impact of the Venezuelan devaluation charge of $281 million recorded in the first quarter of 2014 and $166 million recorded in the first quarter of 2013, as well as the ongoing impact of foreign currency exchange fluctuations.

Subscribers. In the first quarter of 2014 net subscriber additions decreased primarily due to lower gross additions resulting primarily from certain limitations on importing set-top receivers for new subscribers in Venezuela, as well as lower subscriber additions in Argentina and Colombia associated with additional sales filters and a more challenging economic and competitive environment. Average monthly total subscriber churn remained relatively unchanged in the first quarter of 2014 as compared to the first quarter of 2013.

Revenues. Revenues increased in the first quarter of 2014 primarily due to subscriber growth, partially offset by a decrease in ARPU. The decrease in ARPU was primarily driven by currency depreciation in Venezuela and Argentina and a higher penetration of lower ARPU mass market subscribers, partially offset by price increases and an increase in advanced services.

Operating profit before depreciation and amortization. Operating profit before depreciation and amortization decreased in the first quarter of 2014 as compared to the first quarter of 2013 primarily in Venezuela as a result of the $281 million devaluation charge recorded in the first quarter of 2014 as compared to the $166 million charge resulting from the devaluation of the bolivar fuerte recorded in the first quarter of 2013. Also contributing to the decrease in operating profit before depreciation and amortization were the impact of inflation and the timing of price increases in Venezuela, as well the settlement of a performance rights fee dispute in Argentina.

Operating profit. Operating profit decreased in the first quarter of 2014 as compared to the first quarter of 2013 due to a decrease in operating profit before depreciation and amortization, as well as an increase in depreciation and amortization expense due to higher total capitalized subscriber leased equipment and installations costs.

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DIRECTV Other Income and Income Taxes

Interest income. Interest income was $13 million in the first quarter of 2014 and $22 million in the first quarter of 2013.

Interest expense. The increase in interest expense to $232 million in the first quarter of 2014 from $217 million in the first quarter of 2013 was primarily due to the impact of a higher average debt balance.

Other, net. The significant components of "Other, net" were as follows:

	Three Months Ended March 31,						Change

	2014			2013			$
	(Dollars in Millions)
Equity in earnings from unconsolidated affiliates	$	44		$	32		$	12
Net foreign currency transaction gain		6			6			—
Net gains from sale of investments		9			7			2
Fair-value gain (loss) on non-employee stock options		2			(2	)		4
Other		(4	)		(5	)		1


Total	$	57		$	38		$	19

Income Tax Expense. We recognized income tax expense of $496 million for the first quarter of 2014 compared to $387 million for the first quarter of 2013. The effective tax rate for the first quarter of 2014 was 46.6% compared to 35.7% for the first quarter of 2013, primarily due to the unfavorable tax impact of the Venezuela devaluation in the first quarter of 2014, and a benefit recorded for settlements with state taxing authorities in the first quarter of 2013.

Earnings Per Share

Earnings per share and weighted average shares outstanding were as follows:

	Three Months Ended March 31,

	2014		2013
	(Shares in Millions)
Basic earnings attributable to DIRECTV per common share	$	1.10	$	1.21
Diluted earnings attributable to DIRECTV per common share	$	1.09	$	1.20
Weighted average number of common shares outstanding:
Basic		511		572
Diluted		515		577

The decreases in basic and diluted earnings per share were due to lower net income attributable to DIRECTV, partially offset by a reduction in weighted average shares outstanding resulting from our share repurchase program.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are our cash, cash equivalents and the cash flow that we generate from our operations. We expect that net cash provided by operating activities will grow and believe that our existing cash balances and cash provided by operations will be sufficient to fund our existing business plan. DIRECTV U.S. has the ability to borrow up to $2.5 billion under its revolving credit

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facilities. As of March 31, 2014, there were no borrowings outstanding under the revolving credit facilities. DIRECTV U.S. also has a commercial paper program backed by its revolving credit facilities. As of March 31, 2014, we had $195 million of short-term commercial paper outstanding. Aggregate amounts outstanding under the revolving credit facilities described below and the commercial paper program are limited to $2.5 billion.

As of March 31, 2014, our cash and cash equivalents totaled $3,014 million compared to $2,180 million at December 31, 2013. As a measure of liquidity, the current ratio (ratio of current assets to current liabilities) was 0.87 at March 31, 2014 and 0.91 at December 31, 2013.

Cash Flows Provided by Operating Activities

Net cash flows provided by operating activities increased to $1,590 million for the three months ended March 31, 2014 from $1,536 million for the three months ended March 31, 2013. The increase is primarily a result of an increase in operating profit before depreciation and amortization expense and an increase in working capital related to the timing of prepaid expenses and vendor payables.

Cash Flows Used in Investing Activities

Net cash flows used in investing activities decreased to $707 million for the three months ended March 31, 2014 from $818 million for the three months ended March 31, 2013. The decrease resulted primarily from lower capital expenditures for subscriber leased set-top receivers at DIRECTV U.S. and DIRECTV Latin America, as well as a decrease in capital expenditures for satellites.

Cash Flows Provided by (Used in) Financing Activities

Net cash flows provided by financing activities increased to $267 million for the three months ended March 31, 2014 from net cash used in financing activities of $754 million for the three months ended March 31, 2013. The increase is primarily due to a reduction in common shares repurchased and retired, as well as an increase in the net proceeds from long-term debt, partially offset by a decrease in net proceeds from short-term borrowings.

Share Repurchase Program

Since 2006 our Board of Directors has approved multiple authorizations for the repurchase of our common stock. In February 2014 our Board of Directors approved a new authorization for up to $3.5 billion for repurchases of our common stock. During the three months ended March 31, 2014, we repurchased and retired 13 million common shares for $925 million, at an average price of $71.53. As of March 31, 2014, we had approximately $3,438 million remaining under this authorization. The authorization allows us to repurchase our common stock from time to time through open market purchases and negotiated transactions, or otherwise. The timing, nature and amount of such transactions will depend on a variety of factors, including market conditions, and the program may be suspended, discontinued or accelerated at any time. The sources of funds for the purchases under the remaining authorizations are our existing cash on hand, cash from operations and potential additional borrowings.

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Debt

At March 31, 2014, we had $20,798 million in total outstanding borrowings, which consisted of senior notes and commercial paper issued by DIRECTV U.S. and borrowings under the BNDES financing facility at Sky Brasil. Our outstanding borrowings are more fully described in Note 3 of the Notes to the Consolidated Financial Statements in Item 1, Part I of this Quarterly Report and in Note 10 of the Notes to the Consolidated Financial Statements in Item 8, Part II of our 2013 Form 10-K.

We anticipate additional borrowings in the future in order to maintain a ratio of outstanding long-term debt equal to approximately 2.5 times operating profit before depreciation and amortization of DIRECTV on a consolidated basis. We will continue to evaluate our optimal leverage on an ongoing basis. We may purchase our outstanding senior notes in the future from time to time in open market transactions or otherwise as part of liability management initiatives.

Senior Notes. On March 20, 2014, we exercised our early redemption right under the indenture of the 4.750% senior notes due in 2014 ("the 2014 Notes") effective April 24, 2014. The redemption price was based on the remaining scheduled payments of principal and interest using a discount rate equal to the Treasury Rate (as defined in the indenture governing the 2014 Notes) plus 40 basis points, together with accrued and unpaid interest as of April 24, 2014. The aggregate principal amount of the 2014 Notes outstanding on March 20, 2014 was $1,000 million and we made a cash payment of $1,022 million in the second quarter of 2014 to redeem such Notes.

At March 31, 2014, DIRECTV U.S.' senior notes had a carrying value of $20,463 million and a weighted-average coupon of 4.50%. The principal amount of our senior notes which have not been redeemed mature as follows: $1,200 million in 2015, $2,250 million in 2016, $1,250 million in 2017, $750 million in 2018 and $14,071 million in 2019 and thereafter.

Included in the amounts above are DIRECTV U.S.' €500 million in aggregate principal of 2.750% senior notes due in 2023, £750 million in aggregate principal of 4.375% senior notes due in 2029, and £350 million in aggregate principal of 5.200% senior notes due in 2033. In connection with the issuance of these senior notes, DIRECTV U.S. entered into cross-currency swap agreements to manage the related foreign exchange risk by effectively converting all of the fixed-rate British pound sterling and fixed-rate Euro denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. These cross-currency swaps are designated and qualify as cash flow hedges. The terms of the cross-currency swap agreements correspond to the related hedged senior notes and have maturities ranging from May 2023 to November 2033.

All of our senior notes were issued by DIRECTV Holdings LLC and DIRECTV Financing Co., Inc., or the Co-Issuers, and have been registered under the Securities Act of 1933, as amended.

Commercial Paper. On November 27, 2012, DIRECTV U.S. established a commercial paper program backed by its revolving credit facilities, which provides for the issuance of short-term commercial paper in the United States up to a maximum aggregate principal of $2.5 billion. As of March 31, 2014, we had $195 million of short-term commercial paper outstanding, with a weighted average maturity of 34 days, at a weighted average yield of 0.38%, which may be refinanced on a periodic basis as borrowings mature.

Revolving Credit Facilities

On September 28, 2012, DIRECTV U.S.' five year, $2.0 billion revolving credit facility dated February 7, 2011 was terminated and replaced with a three and one-half year, $1.0 billion revolving

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credit facility and a five year, $1.5 billion revolving credit facility. We pay a commitment fee of 0.15% per year for the unused commitment under the revolving credit facilities. Borrowings currently bear interest at a rate equal to the London Interbank Offer Rate (LIBOR) plus 1.25%. Both the commitment fee and the annual interest rate may increase or decrease under certain conditions due to changes in DIRECTV U.S.' long-term, unsecured debt ratings. Under certain conditions, DIRECTV U.S. may increase the borrowing capacity of the revolving credit facilities by an aggregate amount of up to $500 million. Aggregate amounts outstanding under the revolving credit facilities and the commercial paper program are limited to $2.5 billion. As of March 31, 2014, there were no borrowings outstanding under the revolving credit facilities.

Borrowings under the revolving credit facilities are unsecured senior obligations of DIRECTV U.S. and will rank equally in right of payment with all of DIRECTV U.S.' existing and future senior debt and will rank senior in right of payment to all of DIRECTV U.S.' future subordinated debt, if any.

Covenants and Restrictions

The revolving credit facilities require DIRECTV U.S. to maintain at the end of each fiscal quarter a specified ratio of indebtedness to earnings before interest, taxes and depreciation and amortization. The revolving credit facilities also include covenants that limit DIRECTV U.S.' ability to, among other things, (i) incur additional subsidiary indebtedness, (ii) incur liens, (iii) enter into certain transactions with affiliates, (iv) merge or consolidate with another entity, (v) sell, assign, lease or otherwise dispose of all or substantially all of its assets, and (vi) change its lines of business. Additionally, the senior notes contain restrictive covenants that are similar. If DIRECTV U.S. fails to comply with these covenants, all or a portion of its borrowings under the senior notes could become immediately payable and its revolving credit facilities could be terminated. At March 31, 2014, management believes DIRECTV U.S. was in compliance with all such covenants. The senior notes and revolving credit facilities also provide that the borrowings may be required to be prepaid if certain change-in-control events, coupled with a ratings decline, occur.

DIRECTV Guarantors. DIRECTV guarantees all of the senior notes then outstanding, jointly and severally with DIRECTV Holdings LLC's material domestic subsidiaries. DIRECTV unconditionally guarantees that the principal and interest on the respective senior notes will be paid in full when due and that the obligations of the Co-Issuers to the holders of the outstanding senior notes will be performed. The revolving credit facilities and the commercial paper program are also similarly fully guaranteed by DIRECTV.

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BNDES Financing Facility

In March 2013, Sky Brasil entered into a financing facility with BNDES, a government owned bank in Brazil, under which Sky Brasil may borrow funds for the purchase of set-top receivers. As of March 31, 2014, Sky Brasil had borrowings of $140 million outstanding under the BNDES facility bearing interest at a weighted-average rate of 3.12% per year. Borrowings under the facility are required to be repaid in 30 monthly installments. The U.S. dollar amounts reflect the conversion of the Brazilian real denominated amounts into U.S. dollars based on the exchange rate of R$2.26 / $1.00 at March 31, 2014.

Contingencies

Venezuela Devaluation and Foreign Currency Exchange Controls. Companies operating in Venezuela are required to obtain Venezuelan government approval to exchange Venezuelan bolivars into U.S. dollars and such approval has not consistently been granted for several years. Consequently, our ability to pay U.S. dollar denominated obligations and repatriate cash generated in Venezuela in excess of local operating requirements is limited, which has resulted in increases in the cash balance at our Venezuelan subsidiary. In February 2013, the Venezuelan government announced a devaluation of the bolivar from the official exchange rate of 4.3 bolivars per U.S. dollar to an official rate of 6.3 bolivars per U.S. dollar. As a result of the devaluation, we recorded a pre-tax charge in "Venezuelan currency devaluation charge" in the Consolidated Statements of Operations of $166 million ($136 million after tax) in the first quarter of 2013, related to the remeasurement of the bolivar denominated net monetary assets of our Venezuelan subsidiary as of the date of the devaluation.

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Other. Several factors may affect our ability to fund our operations and commitments that we discuss in "Contractual Obligations" and "Contingencies" below. In addition, our future cash flows may be reduced if we experience, among other things, significantly higher subscriber additions than planned, increased subscriber churn or upgrade and retention costs, higher than planned capital expenditures for satellites and broadcast equipment, satellite anomalies or signal theft. Additionally, DIRECTV U.S.' ability to borrow under the revolving credit facilities is contingent upon DIRECTV U.S. meeting financial and other covenants associated with its facilities as more fully described above.

Dividend Policy

Dividends may be paid on our common stock only when, as, and if declared by our Board of Directors in its sole discretion. We have no current plans to pay any dividends on our common stock. We currently expect to use our future earnings for the development of our businesses or other corporate purposes, which may include share repurchases.

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CONTRACTUAL OBLIGATIONS

The following table sets forth our contractual obligations as of March 31, 2014, including the future periods in which payments are expected. Additional details regarding these obligations are provided in the Notes to the Consolidated Financial Statements in Part I, Item 1 referenced in the table below and the Notes to the Consolidated Financial Statements in Part II, Item 8 in our Form 10-K for the year ended December 31, 2013. The contractual obligations below do not include payments that could be made related to our net unrecognized tax benefits liability, which amounted to $420 million as of March 31, 2014. The timing and amount of any future payments is not reasonably estimable, as such payments are dependent on the completion and resolution of examinations with tax authorities. We do not expect a significant payment related to these obligations within the next twelve months.

	Payments Due By Period

Contractual Obligations	Total		2014		2015-2016		2017-2018		2019 and thereafter
	(Dollars in Millions)
Long-term debt obligations (Note 3)(a)	$	31,734	$	1,624	$	5,190	$	3,455	$	21,465
Purchase obligations(b)		4,698		1,666		1,777		550		705
Operating lease obligations(c)		950		76		188		175		511
Capital lease obligations(d)		1,395		75		284		263		773


Total	$	38,777	$	3,441	$	7,439	$	4,443	$	23,454

(a): Long-term debt obligations include interest calculated based on the rates in effect at March 31, 2014, however, the obligations do not reflect potential prepayments required under indentures.
(b): Purchase obligations consist primarily of broadcast programming commitments, regional professional team rights agreements, service contract commitments and satellite construction and launch contracts. Broadcast programming commitments include guaranteed minimum contractual commitments that are typically based on a flat fee or a minimum number of required subscribers subscribing to the related programming. Actual payments may exceed the minimum payment requirements if the actual number of subscribers subscribing to the related programming exceeds the minimum amounts. Service contract commitments include minimum commitments for the purchase of services that have been outsourced to third parties, such as billing services, telemetry, tracking and control services and broadcast center services. In most cases, actual payments, which are typically based on volume, usually exceed these minimum amounts.
(c): Certain of the operating leases contain variable escalation clauses and renewal or purchase options, which we do not consider in the amounts disclosed.
(d): Capital lease obligations include prepayments related to a satellite lease contract which we expect to account for as a capital lease upon commencement.

CONTINGENCIES

For a discussion of "Contingencies," see Part I, Item 1, and Note 5 of the Notes to the Consolidated Financial Statements of this Quarterly Report, which we incorporate herein by reference.

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

For a discussion of "Certain Relationships and Related-Party Transactions," see Part I, Item 1, Note 6 of the Notes to the Consolidated Financial Statements of this Quarterly Report, which we incorporate herein by reference.

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CRITICAL ACCOUNTING ESTIMATES

For a discussion of our "Critical Accounting Estimates," see Item 7. Critical Accounting Estimates in Part II of our Annual Report on Form 10-K for the year ended December 31, 2013.

* * *

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the three months ended March 31, 2014. For additional information, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in Part II of our Annual Report on Form 10-K for the year ended December 31, 2013.

* * *

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q under the supervision and with the participation of management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on the evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2014.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended March 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

* * *

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

(a) Material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which we became or were a party during the quarter ended March 31, 2014 or subsequent thereto, but before the filing of the report, are summarized below:

International Trade Commission Proceedings. On April 17, 2014, ViXS Systems, Inc. submitted to the International Trade Commission a request to commence an investigation pursuant to Section 337 of the Tariff Act. The request alleges that certain patents owned by ViXS Systems, Inc. are infringed by components supplied by Entropic Communications, Inc., or by devices that contain those components. Among those accused devices are satellite receivers and other devices for use in systems for receiving the DIRECTV service. DIRECTV LLC, along with Entropic Communications, Inc. and certain companies alleged to be manufacturers of devices for DIRECTV, are identified as respondents. The request seeks an order excluding the accused devices from entry into the United States, and a cease and desist order prohibiting unlawful importation and/or sale of the accused devices after importation. Also on April 17, 2014, ViXS Systems Inc. filed in United States District Court a companion lawsuit alleging infringement of the same patents by the same products of the respondents named in the action before the ITC. The lawsuit seeks an injunction and monetary damages. DIRECTV is in the process of evaluating the claims made in these actions and intends to defend them vigorously.

Intellectual Property Litigation. We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and also in certain of these cases we expect that any potential liability would be the responsibility of our equipment vendors pursuant to applicable contractual indemnification provisions. Further, in certain of these cases, suppliers of equipment to DIRECTV are also defendants, and DIRECTV has contractual obligations to indemnify and hold harmless those suppliers in those cases. To the extent that the allegations in these lawsuits can be analyzed by us at this stage of their proceedings, we believe the claims are without merit and intend to defend the actions vigorously. We have determined the likelihood of a material liability in such matters is remote or have made appropriate accruals and the final disposition of these claims is not expected to have a material effect on our consolidated financial position. However, if an adverse ruling is made in a lawsuit involving key intellectual property, such ruling could possibly be material to our consolidated results of operations of any one period. No assurance can be given that any adverse outcome would not be material to our consolidated financial position.

State and Federal Inquiries. From time to time, we receive investigative inquiries or subpoenas from state and federal authorities with respect to alleged violations of state and federal statutes. These inquiries may lead to legal proceedings in some cases. As reported previously, DIRECTV U.S. received a request for information from the Federal Trade Commission, or FTC, on issues similar to those resolved in 2011 with a multistate group of state attorneys general. We have been cooperating with the FTC by providing information about our sales and marketing practices and customer complaints and have engaged in ongoing negotiations with FTC staff concerning these issues. Recently, the FTC staff has advised that they will refer this matter to the Commissioners to obtain authority to file suit if we are unable to agree upon a resolution of these issues.

Other. We are subject to other legal proceedings and claims that arise in the ordinary course of our business. The amount of ultimate liability with respect to such actions is not expected to materially affect our financial position, results of operations or liquidity.

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(b) The following previously reported legal proceeding was terminated during the first quarter ended March 31, 2014:

SAGAI. As previously reported, Sociedad Argentina de Gestion de Actores Interpretes ("SAGAI"), had outstanding claims against DIRECTV in Argentina. In the first quarter, DIRECTV Argentina entered into an agreement with SAGAI whereby DIRECTV agreed to settle all claims for the periods up to December 31, 2013 and agreed on a rate to be paid going forward.

* * *

ITEM 1A. RISK FACTORS

The risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2013 have not materially changed. See Part I Item 2 of this Quarterly Report related to "forward-looking statements" which we incorporate by reference.

* * *

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Repurchase Program

Since 2006 our Board of Directors has approved multiple authorizations for the repurchase of our common stock. In February 2014 our Board of Directors terminated the remaining balance available under the previous authorizations and approved a new authorization for up to $3.5 billion for repurchases of our common stock. As of March 31, 2014, we had approximately $3,438 million remaining under this authorization. The authorization allows us to repurchase our common stock from time to time through open market purchases and negotiated transactions, or otherwise. The timing, nature and amount of such transactions will depend on a variety of factors, including market conditions, and the program may be suspended, discontinued or accelerated at any time. The sources of funds for the purchases under the remaining authorizations are our existing cash on hand, cash from operations and potential additional borrowings. Purchases are made in the open market, through block trades and other negotiated transactions. Repurchased shares are retired, but remain authorized for registration and issuance in the future.

A summary of the repurchase activity for the three months ended March 31, 2014 is as follows:

Period	Total Number of Shares Purchased		Average Price Paid Per Share			Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs

	(Amounts in Millions, Except Per Share Amounts)
January 1-31, 2014		9	$	70.10	9	$	237
February 1-28, 2014		2		72.40	2		3,598
March 1-31, 2014		2		76.86	2		3,438


Total		13		71.53	13		3,438

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ITEM 6. EXHIBITS

Exhibit Number			Exhibit Name

	4.1		Fifth Supplemental Indenture dated as of March 20, 2014, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank Of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed March 20, 2014 (SEC File No.1-34554))
	4.2		Form of 4.450% Senior Notes due 2024 (included in Exhibit 4.1)
	††10.1		Form of 2014 Non-Qualified Stock Option Award Agreement between DIRECTV and Michael D. White (incorporated by reference to Exhibit 10.1 to the Form 8-K of DIRECTV filed February 20, 2014 (SEC File No.1-34554) (the "February 2014 8-K"))
	††10.2		Form of 2014 Performance Stock Unit Award Agreement between DIRECTV and Michael D. White (incorporated by reference to Exhibit 10.2 to the February 2014 8-K (SEC File No.1-34554))
	††10.3		Summary Terms and Conditions for the 2014-2016 Performance RSU Grants (incorporated by reference to Exhibit 10.3 to the February 2014 8-K (SEC File No.1-34554))
	††10.4		Summary Terms and Conditions for the 2014 Elected Officer Cash Bonus Plan (incorporated by reference to Exhibit 10.4 to the February 2014 8-K (SEC File No.1-34554))
	††10.5		Summary Terms and Conditions for the 2014 Stock Options Grant (incorporated by reference to Exhibit 10.5 to the February 2014 8-K (SEC File No.1-34554))
	*31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	*31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	*32.1		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	*32.2		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS		XBRL Instance Document
	101.SCH		XBRL Taxonomy Extension Schema Document
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB		XBRL Taxonomy Extension Label Linkbase Document
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*: Furnished, not filed.
††: Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	DIRECTV (Registrant)
Date: May 12, 2014	By:	/s/ PATRICK T. DOYLE Patrick T. Doyle (Duly Authorized Officer and Executive Vice President and Chief Financial Officer)

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EXHIBIT INDEX

Exhibit Number			Exhibit Name

	31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS		XBRL Instance Document
	101.SCH		XBRL Taxonomy Extension Schema Document
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB		XBRL Taxonomy Extension Label Linkbase Document
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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