Directv Inactive 10-Q7 Nov 142014 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2014	Nov. 03, 2014
Document and Entity Information	'	'
Entity Registrant Name	'DIRECTV	'
Entity Central Index Key	'0001465112	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Entity Current Reporting Status	'Yes	'
Entity Filer Category	'Large Accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	502,236,708
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended				9 Months Ended
In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Mar. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
CONSOLIDATED STATEMENTS OF OPERATIONS	'	'	'	'	'	'
Revenues	$8,374	'	$7,880	'	$24,338	$23,160
Costs of revenues, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Broadcast programming and other	3,732	'	3,441	'	10,613	9,912
Subscriber service expenses	608	'	583	'	1,733	1,674
Broadcast operations expenses	108	'	98	'	312	305
Selling, general and administrative expenses, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Subscriber acquisition costs	980	'	941	'	2,705	2,564
Upgrade and retention costs	398	'	411	'	1,081	1,153
General and administrative expenses	571	'	473	'	1,542	1,452
Venezuelan currency devaluation charge	'	281	'	166	281	166
Depreciation and amortization expense	755	'	708	'	2,198	2,117
Total operating costs and expenses	7,152	'	6,655	'	20,465	19,343
Operating profit	1,222	'	1,225	'	3,873	3,817
Interest income	18	'	15	'	43	56
Interest expense	-215	'	-182	'	-677	-618
Other, net	1	'	43	'	93	6
Income before income taxes	1,026	'	1,101	'	3,332	3,261
Income tax expense	-411	'	-391	'	-1,338	-1,192
Net income	615	'	710	'	1,994	2,069
Less: Net income attributable to noncontrolling interest	-4	'	'	'	-16	'
Less: Net income attributable to noncontrolling interest	'	'	-11	'	'	-20
Net income attributable to DIRECTV	$611	'	$699	'	$1,978	$2,049
Basic earnings attributable to DIRECTV per common share (in dollars per share)	$1.22	'	$1.29	'	$3.92	$3.68
Diluted earnings attributable to DIRECTV per common share (in dollars per share)	$1.21	'	$1.28	'	$3.88	$3.65
Weighted average number of common shares outstanding (in millions):	'	'	'	'	'	'
Basic (in shares)	502	'	541	'	505	557
Diluted (in shares)	507	'	545	'	510	562

CONSOLIDATED_STATEMENTS_OF_COM

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	'	'	'	'
Net income	$615	$710	$1,994	$2,069
Defined benefit plans:	'	'	'	'
Gains (losses) related to changes in plan experience and actuarial assumptions arising during the period	7	-1	7	-1
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost	8	12	8	12
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost	'	1	'	1
Cash flows hedges:	'	'	'	'
Unrealized gains (losses) arising during the period	-49	78	-50	51
Reclassification adjustments included in net income	94	-61	58	-13
Foreign currency translation adjustments	-106	-3	-35	-51
Available for sale securities:	'	'	'	'
Reclassification adjustment for net losses recognized during the period	'	'	'	1
Other comprehensive income (loss)	-46	26	-12	'
Comprehensive income	569	736	1,982	2,069
Less: Comprehensive (income) loss attributable to noncontrolling interest	6	-11	-13	-6
Comprehensive income attributable to DIRECTV	$575	$725	$1,969	$2,063

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Current assets	'	'
Cash and cash equivalents	$2,898	$2,180
Accounts receivable, net of allowances of $118 and $95	2,485	2,547
Inventories	269	283
Deferred income taxes	115	140
Prepaid expenses and other	748	803
Total current assets	6,515	5,953
Satellites, net	2,485	2,467
Property and equipment, net	6,785	6,650
Goodwill	3,955	3,970
Intangible assets, net	883	920
Investments and other assets	1,971	1,945
Total assets	22,594	21,905
Current liabilities	'	'
Accounts payable and accrued liabilities	4,268	4,685
Unearned subscriber revenues and deferred credits	765	589
Current debt	1,439	1,256
Total current liabilities	6,472	6,530
Long-term debt	18,311	18,284
Deferred income taxes	1,759	1,804
Other liabilities and deferred credits	1,609	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, 502,236,561 and 519,306,232 shares issued and outstanding of common stock at September 30, 2014 and December 31, 2013, respectively	3,569	3,652
Accumulated deficit	-9,180	-9,874
Accumulated other comprehensive loss	-334	-322
Total DIRECTV stockholders' deficit	-5,945	-6,544
Noncontrolling interest	388	'
Total stockholders' deficit	-5,557	-6,544
Total liabilities and stockholders' deficit	$22,594	$21,905

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, except Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
CONSOLIDATED BALANCE SHEETS	'	'
Accounts receivable, allowances (in dollars)	$118	$95
Common stock and additional paid-in capital, par value (in dollars per share)	$0.01	$0.01
Common stock and additional paid-in capital, shares authorized	3,950,000,000	3,950,000,000
Common stock and additional paid-in capital, shares issued	502,236,561	519,306,232
Common stock and additional paid-in capital, shares outstanding	502,236,561	519,306,232

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
Cash Flows From Operating Activities	'	'
Net income	$1,994	$2,069
Adjustments to reconcile net income to net cash provided by operating activities:	'	'
Depreciation and amortization expense	2,198	2,117
Venezuelan currency devaluation charge	281	166
DSN Northwest deconsolidation charge	'	59
Amortization of deferred revenues and deferred credits	-37	-40
Share-based compensation expense	70	79
Equity in earnings from unconsolidated affiliates	-99	-86
Net foreign currency exchange and transaction losses	73	42
Dividends received	2	38
Net gains from sale of investments	-18	-8
Deferred income taxes	116	-19
Excess tax benefit from share-based compensation	-23	-24
Other	56	-91
Change in other operating assets and liabilities:	'	'
Accounts receivable	129	200
Inventories	14	53
Prepaid expenses and other	40	9
Accounts payable and accrued liabilities	-399	-477
Unearned subscriber revenue and deferred credits	176	152
Other, net	153	116
Net cash provided by operating activities	4,726	4,355
Cash Flows From Investing Activities	'	'
Cash paid for property and equipment	-2,207	-2,471
Cash paid for satellites	-189	-276
Investment in companies, net of cash acquired	-14	-47
Proceeds from sale of investments	30	140
Other, net	-4	-158
Net cash used in investing activities	-2,384	-2,812
Cash Flows From Financing Activities	'	'
Issuance of commercial paper (maturity 90 days or less), net	'	90
Proceeds from short-term borrowings	300	441
Repayment of short-term borrowings	-371	-327
Proceeds from borrowings under revolving credit facility	'	10
Repayment of borrowings under revolving credit facility	'	-10
Proceeds from long-term debt	1,406	1,484
Debt issuance costs	-7	-8
Repayment of long-term debt	-1,044	-9
Repayment of other long-term obligations	-50	-48
Common shares repurchased and retired	-1,386	-3,228
Stock options exercised	10	'
Taxes paid in lieu of shares issued for share-based compensation	-58	-61
Excess tax benefit from share-based compensation	23	24
Other, net	-64	6
Net cash used in financing activities	-1,241	-1,636
Effect of exchange rate changes on Venezuelan cash and cash equivalents	-383	-187
Net increase (decrease) in cash and cash equivalents	718	-280
Cash and cash equivalents at beginning of the period	2,180	1,902
Cash and cash equivalents at end of the period	2,898	1,622
Supplemental Cash Flow Information	'	'
Cash paid for interest	786	784
Cash paid for income taxes	$1,134	$1,035

Description_of_Business_and_Ba

Description of Business and Basis of Presentation	9 Months Ended
Description of Business and Basis of Presentation	Sep. 30, 2014
Description of Business and Basis of Presentation	'
Description of Business and Basis of Presentation	'

	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, or MVPD, 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/A for the year ended December 31, 2013 filed with the SEC on June 30, 2014, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on May 12, 2014, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the SEC on August 1, 2014, and all of our other filings, including Current Reports on Form 8-K, filed with the SEC after August 1, 2014 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 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.

	Proposed AT&T Merger Transaction

	On May 18, 2014, DIRECTV and AT&T Inc., or AT&T, announced that they entered into a definitive agreement under which DIRECTV will combine with AT&T in a stock and cash transaction. The Agreement and Plan of Merger, which was included as Exhibit 2.1 to the Form 8-K filed with the SEC on May 19, 2014, or the Merger Agreement, was approved unanimously by the Board of Directors of each company and was approved by our stockholders at a special meeting held on September 25, 2014.

	Subject to the conditions in the Merger Agreement, at the effective time of the merger, our shareholders will receive $95.00 per share, subject to adjustments as described below under the terms of the merger, comprised of $28.50 per share in cash and $66.50 per share in AT&T stock. The stock portion will be subject to a collar such that our shareholders will receive 1.905 AT&T shares if AT&T stock price is below $34.90 at closing and 1.724 AT&T shares if AT&T stock price is above $38.58 at closing. If AT&T stock price at closing is between $34.90 and $38.58, our shareholders will receive a number of shares between 1.724 and 1.905, equal to $66.50 in value based on a volume-weighted average as provided in the Merger Agreement. The value of the shares may differ on the date of exchange. The transaction is subject to review by the U.S. Department of Justice and the Federal Communications Commission. The transaction has been reviewed and approved by Brazil telecommunications and antitrust authorities and is under review by Mexican antitrust authorities. The transaction is expected to close in the first half of 2015.

	In connection with the proposed combination, we have made certain representations, warranties and covenants in the Merger Agreement, including, among other things, covenants by DIRECTV to conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and consummation of the merger and not to take certain actions prior to the closing of the merger without the prior approval of AT&T.

	Also, during the third quarter of 2014, we entered into an agreement with the National Football League, or NFL, to renew and extend our rights to exclusively distribute the NFL Sunday Ticket service, or the NFL Agreement. Pursuant to the Merger Agreement, AT&T had the right to terminate the Merger Agreement or not consummate the merger if we failed to enter into a contract with the NFL providing for exclusive distribution rights for "NFL Sunday Ticket" service. AT&T has confirmed to us that the NFL Agreement satisfies the requirements of the Merger Agreement.

	In connection with the proposed combination, we recognized costs of $19 million for the three months ended September 30, 2014 and $39 million for the nine months ended September 30, 2014 in "General and administrative expenses" in the Consolidated Statements of Operations, primarily related to professional services fees.

New_Accounting_Standard

New Accounting Standard	9 Months Ended
New Accounting Standard	Sep. 30, 2014
New Accounting Standard	'
New Accounting Standard	'

	Note 2: New Accounting Standard

	Revenue Recognition. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (ASC) Topic 606. This is a comprehensive new revenue recognition standard which will supersede existing revenue recognition guidance. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The five-step model includes (1) identifying the contract, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations and (5) recognizing revenue when each performance obligation has been satisfied. The standard also requires expanded disclosures surrounding revenue recognition. The standard is effective for fiscal periods beginning after December 15, 2016 and allows for either a full retrospective or modified retrospective adoption. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

Acquisition_and_Divestiture

Acquisition and Divestiture	9 Months Ended
Acquisition and Divestiture	Sep. 30, 2014
Acquisition and Divestiture	'
Acquisition and Divestiture	'

	Note 3: Acquisition and Divestiture

	Houston Regional Sports Networks

	In October 2014, the Bankruptcy Court approved the proposed restructuring plan of the Houston Regional Sports Network, L.P., or HRSN, a regional sports network which broadcasts games for Major League Baseball's Houston Astros and the National Basketball Association's Houston Rockets. Under the restructuring plan, we will acquire a 60% equity interest of the regional sports network and AT&T will acquire the remaining 40% equity interest. Following the close of the transaction, we will contribute $30 million in cash to be used for the operations of the regional sports network. Due to certain governance arrangements which limit our ability to control HRSN, we will account for our investment in HRSN as an equity method investment. The transaction is expected to close during the fourth quarter 2014.

	DSN Northwest Transaction

	On April 16, 2013, DSN transferred 100% of its interest in DSN Northwest to NW Sports Net LLC. Upon completion of the transaction, 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. Additionally, DSN provides management oversight and programming services to NW Sports Net LLC through management service agreements. As a result of this transaction, we deconsolidated DSN Northwest and recorded a non-cash, pre-tax charge of approximately $59 million ($56 million after tax) in "Other, net" in the Consolidated Statements of Operations for the nine months ended September 30, 2013.

Goodwill

Goodwill	9 Months Ended
Goodwill	Sep. 30, 2014
Goodwill	'
Goodwill	'

	Note 4: Goodwill

	The following table sets forth changes in the carrying amounts of "Goodwill" in the Consolidated Balance Sheets by reportable segment for the nine months ended September 30, 2014:


				DIRECTV Latin
				America					Sports
									Networks,
									Eliminations
		DIRECTV		Sky			PanAmericana		and Other		Total
		U.S.		Brasil			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		—		(15	)		—		—		(15	)


	Balance as of September 30, 2014	$	3,191	$	331		$	211	$	222	$	3,955

Debt

Debt	9 Months Ended
Debt	Sep. 30, 2014
Debt	'
Debt	'

	Note 5: Debt

	The following table sets forth our outstanding debt as of:


			September 30,			December 31,
			2014			2013
			(Dollars in Millions)
	Current debt
	Commercial paper		$	129		$	200
	Current portion of long-term debt			1,200			1,000
	Current portion of borrowings under BNDES financing facility			110			56
	Long-term debt
	Senior notes			18,167			18,203
	Borrowings under BNDES financing facility			124			81
	Borrowings under Desenvolve SP financing facility			20			—


	Total debt		$	19,750		$	19,540





	The amount of interest accrued related to our outstanding debt was $150 million at September 30, 2014 and $271 million at December 31, 2013.

	Senior Notes

	Nine Months Ended September 30, 2014 Financing Transactions

	On March 17, 2014, DIRECTV U.S. issued, pursuant to a registration statement, $1,250 million in aggregate principal of 4.450% 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, DIRECTV U.S. exercised its 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 to redeem such Notes.

	Nine Months Ended September 30, 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.

	On May 13, 2013, DIRECTV U.S. issued, pursuant to a U.S. registration statement, €500 million ($650 million) in aggregate principal of 2.750% senior notes due in 2023 resulting in proceeds, net of an original issue discount, of €497 million ($646 million). The U.S. dollar amounts reflect the conversion of the €500 million aggregate principal and the €497 million proceeds, net of discount, to U.S. dollars based on the exchange rate of €1.00/ $1.30 at May 13, 2013. In connection with the issuance of these senior notes, DIRECTV U.S. entered into cross-currency swaps to effectively convert its fixed-rate euro denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt, as further discussed in Note 6. 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
			September 30,			September 30,			December 31,
			2014			2014			2013
			(Dollars in Millions)
	4.750% senior notes due in 2014		$	—		$	—		$	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			746			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)			1,500			1,494			1,495
	3.800% senior notes due in 2022(1)			1,500			1,501			1,499
	2.750% senior notes due in 2023(2)			632			629			684
	4.450% senior notes due in 2024(1)			1,250			1,252			—
4.375% senior notes due in 2029(2)			1,216			1,204			1,229
5.200% senior notes due in 2033(2)			567			565			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		$	19,415		$	19,367		$	19,203






-1
The carrying values as of September 30, 2014 include the following fair value adjustments: a decrease of $1 million for the 5.000% senior notes due in 2021, an increase of $2 million for the 3.800% senior notes due in 2022 and an increase of $7 million for the 4.450% senior notes due in 2024.

-2
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 $20,765 million at September 30, 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.

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.

The principal amount of our senior notes mature as follows: $1,200 million in 2015, $2,250 million in 2016, $1,250 million in 2017, $750 million in 2018 and $13,965 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 September 30, 2014, we had $129 million of short-term commercial paper outstanding, with a weighted average remaining maturity of 43 days, at a weighted average yield of 0.42%, 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 $1.0 billion revolving credit facility, which expires in February 2016, and a $1.5 billion revolving credit facility, which expires in September 2017. 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 September 30, 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 provide that the borrowings may be required to be prepaid if certain change-in-control events, coupled with a ratings decline, occur. The revolving credit facilities provide that the borrowings may be required to be prepaid if certain change-in-control events occur.

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.

Desenvolve SP Financing Facility

In the second quarter of 2014, Sky Brasil entered into a Brazilian Real denominated financing facility with Desenvolve SP, an agency created by the Sao Paulo State Government for economic development, under which Sky Brasil may borrow funds for the construction of a satellite and broadcast facility. Each borrowing under the facility, including accrued interest, will be repaid in a single installment five years from the date of such borrowing. The financing facility is secured by a third party bank guarantee. As of September 30, 2014, Sky Brasil had borrowings of R$48 million ($20 million) under the facility bearing interest of 2.5% per year, with a maturity of 2019. 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$2.45 / $1.00 at September 30, 2014.

BNDES Financing Facility

In March 2013, Sky Brasil entered into a Brazilian Real denominated 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 September 30, 2014, Sky Brasil had borrowings of R$573 million ($234 million) outstanding under the BNDES facility bearing interest at a weighted-average rate of 4.75% per year. As of December 31, 2013, Sky Brasil had borrowings of R$320 million ($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 rates of R$2.45 / $1.00 and R$2.34 / $1.00 as of September 30, 2014 and December 31, 2013, respectively.

Borrowings under the BNDES facility mature as follows: R$56 million ($23 million) in 2014, R$277 million ($113 million) in 2015, R$196 million ($80 million) in 2016 and R$44 million ($18 million) in 2017. The financing facility is collateralized by the financed set-top receivers with an original purchase price of approximately R$800 million ($326 million) based on the exchange rate of R$2.45 / $1.00 as of September 30, 2014.

Restricted Cash

Restricted cash of $10 million as of September 30, 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.

Derivative_Financial_Instrumen

Derivative Financial Instruments	9 Months Ended
Derivative Financial Instruments	Sep. 30, 2014
Derivative Financial Instruments	'
Derivative Financial Instruments	'

	Note 6: 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 do not use derivatives for trading or speculative purposes. We record derivative financial instruments in the Consolidated Balance Sheets as either assets or liabilities at fair value. We calculate the fair value of derivative 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 yield curves, foreign currency exchange rates, and incorporating counterparty credit risk, as applicable. For derivative financial instruments designated as fair value hedges, the change in the fair value of both the derivative instrument and the hedged item are recognized in earnings in the current period. 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.

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


		Assets				Liabilities
		September 30,		December 31,		September 30,		December 31,
		2014		2013		2014		2013
		(Dollars in millions)
	Cash flow hedges:
	Cross-currency swap contracts	$	61	$	112	$	11	$	—
	Interest rate swap contracts		—		3		—		1
	Fair value hedges:
	Interest rate swap contracts		8		—		15		—


	Total fair value of derivative financial instruments	$	69	$	115	$	26	$	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:


		September 30,		December 31,
		2014		2013
		(Dollars in millions)
	Cash flow hedges:
	Cross-currency swap contracts	$	2,418	$	2,418
	Interest rate swap contracts		—		500
	Fair value hedges:
	Interest rate swap contracts		3,000		—


	Total notional amount of derivative financial instruments	$	5,418	$	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 counterparties as of September 30, 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 September 30, 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 nine months ended September 30, 2014, DIRECTV U.S. recorded net remeasurement gains of $92 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 $92 million ($58 million after tax) from "Accumulated other comprehensive loss" in the Consolidated Balance Sheets to "Other, net" in the Consolidated Statements of Operations. During the nine months ended September 30, 2013, DIRECTV U.S. recorded net remeasurement losses of $22 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 $22 million ($13 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. We measured no ineffectiveness for the nine months ended September 30, 2014 and September 30, 2013 related to these cross-currency swap contracts.

	Forward-Starting Interest Rate Swap Contracts

	On March 17, 2014, DIRECTV U.S. issued $1,250 million in aggregate principal of 4.450% senior notes due in 2024. In connection with this transaction, DIRECTV U.S. settled all then-outstanding forward-starting interest rate swaps, which were previously entered into 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 a result of settling these forward-starting interest rate swaps, we recognized $1 million of ineffectiveness in earnings during 2014. As of September 30, 2014, we had recorded $9 million in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets related to these forward-starting interest rate swaps that is being recognized as interest expense over the term of the 4.450% senior notes due in 2024.

	Fixed-to-Floating Interest Rate Swap Contracts

	During the second quarter of 2014, DIRECTV U.S. entered into interest rate swap contracts with a total notional amount of $3,000 million, converting a portion of the total aggregate principal amounts of the 5.000% senior notes due in 2021, the 3.800% senior notes due in 2022 and the 4.450% senior notes due in 2024 from a fixed to floating interest rate in order to manage our interest rate exposure by adjusting our mix of fixed rate and floating rate debt.

During the third quarter of 2014, DIRECTV U.S. terminated $1,000 million notional amount of fixed-to-floating interest rate swap contracts for each of the fixed-to-floating interest rate swap contracts for the 5.000% senior notes due in 2021 and the 3.800% senior notes due in 2022 and received cash proceeds in the aggregate of $20 million, which included $7 million of interest receivable from the swap counterparties. As of the date of termination, there was an increase in the carrying value of the 5.000% senior notes due in 2021 and the 3.800% senior notes due in 2022 of $14 million, which will be amortized to "Interest expense" in the Consolidated Statements of Operations over the remaining term of the senior notes. In connection with the termination of the fixed-to-floating interest rate swap contracts, we recognized a $3 million loss in "Other, net" in the Consolidated Statements of Operations. The cash proceeds received upon termination of the fixed-to-floating interest rate swap contracts are included in "Net cash provided by operations" in the Consolidated Statements of Cash Flows. Subsequently, DIRECTV U.S. entered into new fixed-to-floating interest rate swap contracts for $1,000 million notional for each of the 5.00% senior notes due in 2021 and the 3.800% senior notes due in 2022. The total notional amount of our interest rate swaps was $3,000 million as of September 30, 2014. These interest rate swaps are designated and qualify as fair value hedges. The terms of the interest rate swap contracts correspond to the related hedged senior notes and have maturities ranging from March 2021 to April 2024.

We calculate the fair value of the interest rate 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 yield curves. The difference between the change in the fair value of these interest rate swap contracts and the fair value of the related senior notes as a result of changes in the benchmark interest rate was a $2 million loss for the three months ended September 30, 2014 and a $0.4 million gain for the nine months ended September 30, 2014, which was recognized in "Other, net" in the Consolidated Statements of Operations. The periodic interest settlements for the interest rate swap contracts are recorded in "Interest expense" in the Consolidated Statements of Operations.

Commitments_and_Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2014
Commitments and Contingencies	'
Commitments and Contingencies	'

	Note 7: Commitments and Contingencies

	Commitments

	At September 30, 2014, our minimum payments under agreements to purchase broadcast programming, and the purchase of services that we have outsourced to third parties, such as billing services, and satellite telemetry, tracking and control, satellite construction and launch contracts and broadcast center services aggregated $16,666 million, payable as follows: $582 million in the remainder of 2014, $2,130 million in 2015, $1,983 million in 2016, $1,797 million in 2017, $1,694 million in 2018 and $8,480 million thereafter.

	Venezuela Devaluation and Foreign Currency Exchange Controls

	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 Venezuelan bolivar from the official exchange rate of 4.3 Venezuelan bolivars per U.S. dollar to an official rate of 6.3 Venezuelan 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 Venezuelan 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 12.0 Venezuelan bolivars per U.S. dollar as of September 30, 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 was 49.99 Venezuelan bolivars per U.S. dollar as of September 30, 2014.

	We currently believe the SICAD 1 rate is the most representative rate to use for remeasurement, as the official rate of 6.3 Venezuelan 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 September 30, 2014, we are continuing to remeasure our Venezuelan subsidiary's financial statements in U.S. dollars using the exchange rate determined by periodic auctions under SICAD 1, which was 12.0 Venezuelan bolivars per U.S. dollar. Prior to March 31, 2014, we used the official exchange rate of 6.3 Venezuelan 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 September 30, 2014, our Venezuelan subsidiary had Venezuelan bolivar denominated net monetary assets of $494 million, including cash of $547 million, based on the SICAD 1 exchange rate of 12.0 Venezuelan bolivars per U.S. dollar. The exchange rate used to report net monetary assets and operating results of our Venezuelan subsidiary is currently based on the results of periodic SICAD 1 auctions, which is expected to 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 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 September 30, 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.

	DIRECTV Shareholder Litigation—Proposed DIRECTV and AT&T Merger. As previously reported, beginning on May 21, 2014, and following the May 18, 2014 announcement that DIRECTV had entered into a definitive agreement to combine with AT&T Inc., several shareholder putative class action lawsuits were filed, six in Delaware Chancery Court, or the Delaware Actions, and one in California Superior Court, or the California Action, against DIRECTV, its directors and AT&T Inc., alleging breach of fiduciary duties in connection with the proposed transaction. The complaints generally and collectively asserted that defendants failed to maximize the value of DIRECTV, and sought to enjoin the proposed transaction as well as unspecified damages, costs and fees. An Order consolidating the Delaware Actions and appointing Lead Plaintiff and Lead Counsel was entered on July 21, 2014 and discovery in the Delaware Actions was stayed pending the filing of a Consolidated Complaint. Subsequently, Lead Counsel in the Delaware Actions filed a motion to voluntarily dismiss the Delaware Actions against all defendants and that motion was granted by order entered by the Chancery Court on October 28, 2014. The California Action has been stayed (including discovery) by stipulation dated September 30, 2014 subject to the court's order approving the stipulation and remains pending at this time.

	Federal Lawsuit Companion Case to International Trade Commission Proceedings. As previously reported, on April 17, 2014, ViXS Systems, Inc., or ViXS, submitted to the International Trade Commission, or ITC, a request to commence an investigation alleging that certain patents owned by ViXS are infringed by components supplied by Entropic Communications, Inc., or Entropic, or by devices that contain those components, including set-top boxes and other devices used in the DIRECTV service. DIRECTV, among others, was identified as a respondent. The request sought an order excluding the accused devices from entry into the United States. Also on April 17, 2014, ViXS filed in United States District Court a companion lawsuit alleging infringement of the same patents by the same products and sought an injunction and monetary damages. ViXS and Entropic have since finalized a settlement agreement, as a result of which the District Court action against DIRECTV was dismissed with prejudice on September 15, 2014, and the ITC investigation was terminated on October 30, 2014.

	Other 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. As previously reported, 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. We have reached a settlement in principle with the individual plaintiffs in the federal cases and are finalizing the settlement agreements. In the California state court action, the denial of our motion to compel arbitration is currently on appeal. 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.

	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 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 September 30, 2014, the net book value of in-orbit satellites was $1,218 million, all of which was uninsured.

	Other

	As of September 30, 2014, we were contingently liable under standby letters of credit and bonds in the aggregate amount of $313 million primarily related to judicial deposit and payment guarantees in Latin America and insurance deductibles.

Related_Party_Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2014
Related Party Transactions	'
Related Party Transactions	'

	Note 8: 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				Nine Months
		Ended				Ended
		September 30,				September 30,
		2014		2013		2014		2013
		(Dollars in Millions)
	Revenues	$	3	$	2	$	7	$	5
	Expenses		281		235		822		717

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


		September 30,		December 31,
		2014		2013
		(Dollars in Millions)
	Accounts receivable	$	5	$	18
	Accounts payable		152		100
	Long-term liability		116		69

Stockholders_Deficit_and_Nonco

Stockholders' Deficit and Noncontrolling Interest	9 Months Ended
Stockholders' Deficit and Noncontrolling Interest	Sep. 30, 2014
Stockholders' Deficit and Noncontrolling Interest	'
Stockholders' Deficit and Noncontrolling Interest	'

	Note 9: 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 September 30, 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. On May 18, 2014 DIRECTV and AT&T entered into a definitive agreement, under which AT&T would combine with DIRECTV in a stock and cash transaction. As a result, we have suspended the share repurchase program and agreed to not purchase, repurchase, redeem or otherwise acquire any shares of our capital stock during the pendency of the proposed transaction and without AT&T's consent.

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


			Nine Months
			Ended
			September 30,
			2014			2013
			(Amounts in
			Millions, Except
			Per Share
			Amounts)
	Total cost of repurchased shares(1)		$	1,386		$	3,273
	Average price per share		$	73.82		$	56.46
	Number of shares repurchased and retired			19			58


	-1
	Of the $3,273 million in repurchases during the nine months ended September 30, 2013, $45 million were paid for in October 2013. Amounts repurchased but settled subsequent to the end of such period 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.

	The following table sets forth a reconciliation of stockholders' deficit for the nine months ended September 30, 2014:


						Stockholders' Deficit
			DIRECTV			Common			Accumulated			Accumulated			Total			Noncontrolling			Total			Redeemable
			Common			Stock and			Deficit			Other			DIRECTV			Interest			Stockholders'			Noncontrolling
			Shares			Additional						Comprehensive			Stockholders'						Deficit			Interest
						Paid-In						Loss			Deficit
						Capital
			(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									1,978						1,978			16			1,994
	Stock repurchased and retired			(18,774,194	)		(130	)		(1,256	)					(1,386	)					(1,386	)
	Stock options exercised and restricted stock units vested and distributed			1,704,523			(46	)								(46	)					(46	)
	Share-based compensation expense						70									70						70
	Tax benefit from share-based compensation						23									23						23
	Other									(28	)					(28	)					(28	)
	Other comprehensive loss												(12	)		(12	)					(12	)
	CTA adjustment allocated to noncontrolling interest																		(3	)		(3	)
	Noncontrolling interest																		375			375			(375	)


	Balance as of September 30, 2014			502,236,561		$	3,569		$	(9,180	)	$	(334	)	$	(5,945	)	$	388		$	(5,557	)	$	—





	The following table sets forth a reconciliation of stockholders' deficit and redeemable noncontrolling interest for the nine months ended September 30, 2013:


					Stockholders' Deficit
		DIRECTV			Common			Accumulated			Accumulated			Total			Redeemable			Net
		Common			Stock and			Deficit			Other			Stockholders'			Noncontrolling			Income
		Shares			Additional						Comprehensive			Deficit			Interest
					Paid-In						Loss
					Capital
		(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									2,049						2,049			20		$	2,069
Stock repurchased and retired			(57,961,428	)		(397	)		(2,876	)					(3,273	)
Stock options exercised and restricted stock units vested and distributed			1,974,496			(61	)								(61	)
Share-based compensation expense						79									79
Tax benefit from share-based compensation						24									24
Adjustment to the fair value of redeemable noncontrolling interest						6									6			(6	)
Other						(1	)								(1	)
Other comprehensive loss												—			—			(14	)


Balance as of September 30, 2013			530,852,885		$	3,671		$	(10,037	)	$	(242	)	$	(6,608	)	$	400





Other Comprehensive Income (Loss)

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


		Three Months Ended September 30,
		2014									2013
		Pre-Tax			Tax			Net of			Pre-Tax			Tax			Net of
					Benefit			Tax						Benefit			Tax
					(Expense)									(Expense)
		(Dollars in Millions)
Defined benefit plans:
Gains (losses) related to changes in plan experience and actuarial assumptions arising during the period		$	11		$	(4	)	$	7		$	(2	)	$	1		$	(1	)
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			13			(5	)		8			19			(7	)		12
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost			—			—			—			2			(1	)		1
Cash flows hedges:
Unrealized gains (losses) arising during the period			(78	)		29			(49	)		125			(47	)		78
Reclassification adjustments included in "Other, net"			150			(56	)		94			(99	)		38			(61	)
Foreign currency translation adjustments			(158	)		52			(106	)		(5	)		2			(3	)


Other comprehensive income (loss)		$	(62	)	$	16		$	(46	)	$	40		$	(14	)	$	26






		Nine Months Ended September 30,
		2014									2013
		Pre-Tax			Tax			Net of			Pre-Tax			Tax			Net of
					Benefit			Tax						Benefit			Tax
					(Expense)									(Expense)
		(Dollars in Millions)
Defined benefit plans:
Gains (losses) related to changes in plan experience and actuarial assumptions arising during the period		$	11		$	(4	)	$	7		$	(2	)	$	1		$	(1	)
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			13			(5	)		8			19			(7	)		12
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost			—			—			—			2			(1	)		1
Cash flows hedges:
Unrealized gains (losses) arising during the period			(80	)		30			(50	)		83			(32	)		51
Reclassification adjustments included in "Other, net"			92			(34	)		58			(22	)		9			(13	)
Foreign currency translation adjustments			(37	)		2			(35	)		(81	)		30			(51	)
Available for sale securities:
Reclassification adjustment for net losses recognized during the period, included in "Other, net"			—			—			—			2			(1	)		1


Other comprehensive income (loss)		$	(1	)	$	(11	)	$	(12	)	$	1		$	(1	)	$	—





Accumulated Other Comprehensive Loss

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


		Defined			Gains			Foreign			Accumulated
		Benefit Plan			(Losses) on			Currency			Other
		Items			Cash Flow			Items			Comprehensive
					Hedges						Loss
		(Dollars in Millions)
Balance as of January 1, 2014		$	(123	)	$	14		$	(213	)	$	(322	)
Other comprehensive income (loss)			15			8			(35	)		(12	)


Balance as of September 30, 2014		$	(108	)	$	22		$	(248	)	$	(334	)






		Defined			Gains			Foreign			Unrealized			Accumulated
		Benefit Plan			(Losses) on			Currency			Gains			Other
		Items			Cash Flow			Items			(Losses) on			Comprehensive
					Hedges						Available for			Loss
											Sale
											Securities
		(Dollars in Millions)
Balance as of January 1, 2013		$	(184	)	$	(17	)	$	(40	)	$	(1	)	$	(242	)
Other comprehensive income (loss)			12			38			(51	)		1			—


Balance as of September 30, 2013		$	(172	)	$	21		$	(91	)	$	—		$	(242	)

Earnings_Per_Common_Share

Earnings Per Common Share	9 Months Ended
Earnings Per Common Share	Sep. 30, 2014
Earnings Per Common Share	'
Earnings Per Common Share	'

	Note 10: 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. During the three and nine months ended September 30, 2014 we excluded 0.2 million common stock awards from the computation of diluted EPS, because the inclusion of the potential common shares would have had an antidilutive effect. During the nine months ended September 30, 2013, we excluded 0.9 million common stock awards from the computation of diluted EPS because the inclusion of the potential common shares would have had an antidilutive effect. We did not exclude any common stock options from the computation of diluted EPS during the three months ended September 30, 2013.

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


			Income		Shares			Per Share
			Income		Shares			Amounts
			(Dollars and Shares
			in Millions,
			Except Per Share Amounts)
	Three Months Ended
	September 30, 2014
	Basic EPS
	Net income attributable to DIRECTV		$	611		502		$	1.22
	Effect of dilutive securities
	Dilutive effect of stock options and restricted stock units			—		5			(0.01	)


	Diluted EPS
	Adjusted net income attributable to DIRECTV		$	611		507		$	1.21




	September 30, 2013
	Basic EPS
	Net income attributable to DIRECTV		$	699		541		$	1.29
	Effect of dilutive securities
	Dilutive effect of stock options and restricted stock units			—		4			(0.01	)


	Diluted EPS
	Adjusted net income attributable to DIRECTV		$	699		545		$	1.28









			Income		Shares			Per Share
			Income		Shares			Amounts
			(Dollars and Shares
			in Millions,
			Except Per Share Amounts)
	Nine Months Ended
	September 30, 2014
	Basic EPS
	Net income attributable to DIRECTV		$	1,978		505		$	3.92
	Effect of dilutive securities
	Dilutive effect of stock options and restricted stock units			—		5			(0.04	)


	Diluted EPS
	Adjusted net income attributable to DIRECTV		$	1,978		510		$	3.88




September 30, 2013
Basic EPS
Net income attributable to DIRECTV		$	2,049		557		$	3.68
Effect of dilutive securities
Dilutive effect of stock options and restricted stock units			—		5			(0.03	)


Diluted EPS
Adjusted net income attributable to DIRECTV		$	2,049		562		$	3.65

Segment_Reporting

Segment Reporting	9 Months Ended
Segment Reporting	Sep. 30, 2014
Segment Reporting	'
Segment Reporting	'

	Note 11: 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			Intersegment			Total			Operating			Depreciation			Operating
			Revenues			Revenues			Revenues			Profit			and			Profit
												(Loss)			Amortization			(Loss) Before
															Expense			Depreciation
																		and
																		Amortization(1)
			(Dollars in Millions)
	Three Months Ended
	September 30, 2014
	DIRECTV U.S.		$	6,504		$	2		$	6,506		$	1,113		$	435		$	1,548
	Sky Brasil			1,014			—			1,014			118			189			307
	PanAmericana and Other			806			—			806			19			127			146


	DIRECTV Latin America			1,820			—			1,820			137			316			453
	Sports Networks, Eliminations and Other			50			(2	)		48			(28	)		4			(24	)


	Total		$	8,374		$	—		$	8,374		$	1,222		$	755		$	1,977




	September 30, 2013
	DIRECTV U.S.		$	6,168		$	2		$	6,170		$	987		$	409		$	1,396
	Sky Brasil			883			—			883			169			184			353
	PanAmericana and Other			779			—			779			93			112			205


	DIRECTV Latin America			1,662			—			1,662			262			296			558
	Sports Networks, Eliminations and Other			50			(2	)		48			(24	)		3			(21	)


	Total		$	7,880		$	—		$	7,880		$	1,225		$	708		$	1,933









			External			Intersegment			Total			Operating			Depreciation			Operating
			Revenues			Revenues			Revenues			Profit			and			Profit
												(Loss)			Amortization			(Loss) Before
															Expense			Depreciation
																		and
																		Amortization(1)
			(Dollars in Millions)
	Nine Months Ended
	September 30, 2014
	DIRECTV U.S.		$	18,859		$	6		$	18,865		$	3,675		$	1,290		$	4,965
	Sky Brasil			2,964			—			2,964			380			527			907
	PanAmericana			2,366			—			2,366			(127	)		370			243


DIRECTV Latin America			5,330			—			5,330			253			897			1,150
Sports Networks, Eliminations and Other			149			(6	)		143			(55	)		11			(44	)


Total		$	24,338		$	—		$	24,338		$	3,873		$	2,198		$	6,071




September 30, 2013
DIRECTV U.S.		$	17,897		$	6		$	17,903		$	3,343		$	1,225		$	4,568
Sky Brasil			2,790			—			2,790			379			547			926
PanAmericana			2,286			—			2,286			139			328			467


DIRECTV Latin America			5,076			—			5,076			518			875			1,393
Sports Networks, Eliminations and Other			187			(6	)		181			(44	)		17			(27	)


Total		$	23,160		$	—		$	23,160		$	3,817		$	2,117		$	5,934






-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 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						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
		(Dollars in Millions)
Operating profit before depreciation and amortization		$	1,977		$	1,933		$	6,071		$	5,934
Depreciation and amortization expense			(755	)		(708	)		(2,198	)		(2,117	)


Operating profit			1,222			1,225			3,873			3,817
Interest income			18			15			43			56
Interest expense			(215	)		(182	)		(677	)		(618	)
Other, net			1			43			93			6


Income before income taxes			1,026			1,101			3,332			3,261
Income tax expense			(411	)		(391	)		(1,338	)		(1,192	)


Net income			615			710			1,994			2,069
Less: Net income attributable to noncontrolling interest			(4	)		(11	)		(16	)		(20	)


Net income attributable to DIRECTV		$	611		$	699		$	1,978		$	2,049

Condensed_Consolidating_Financ

Condensed Consolidating Financial Statements	9 Months Ended
Condensed Consolidating Financial Statements	Sep. 30, 2014
Condensed Consolidating Financial Statements	'
Condensed Consolidating Financial Statements	'

	Note 12: Condensed Consolidating Financial Statements

	As discussed in Note 5, 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. Also, restricted net assets of our Venezuelan subsidiary, which is included within Non-Guarantor subsidiaries, exceeded 25% of total consolidated net assets and as such, the required condensed parent company information is included as part of the condensed consolidating financial statements below. For additional information regarding the Venezuelan restricted net assets see Note 7.

	These condensed consolidating financial statements present the condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the three and nine months ended September 30, 2014 and 2013, the condensed consolidating statements of cash flows for the nine months ended September 30, 2014 and 2013, and the condensed consolidating balance sheets as of September 30, 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.

	Management identified certain corrections that were needed in the presentation of the condensed consolidating financial statements and related eliminations in the second quarter of 2014. These corrections only impact the condensed consolidating financial statements for the three and nine months ended September 30, 2013 and do not affect our consolidated results of operations, balance sheets or cash flows. Management believes these changes are not material.

	In the Condensed Consolidating Statement of Operations, 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" for the Non-Guarantor Subsidiaries. We also recorded an adjustment to the tax allocation from the Guarantor Subsidiaries to the Parent Guarantor, the Co-Issuers and the Non-Guarantor Subsidiaries for the the three and nine months ended September 30, 2013.

	The following is a reconciliation of the amounts previously reported to the "As Revised" amounts as stated in the following components of the Condensed Consolidating Statement of Operations for the three and nine months ended September 30, 2013:


	Parent Guarantor for the three months ended September 30, 2013		As Previously			Adjustments			As Revised
			Reported			Adjustments			As Revised
			(Dollars in Millions)
	Equity in income of consolidated subsidiaries		$	706		$	(1	)	$	705
	Income before income tax			697			(1	)		696
	Income tax benefit			2			1			3
	Net income			699			—			699
	Net income attributable to DIRECTV			699			—			699





	Co-Issuers for the three months ended September 30, 2013
	Equity in income of consolidated subsidiaries		$	820		$	(282	)	$	538
	Income before income tax			614			(282	)		332
	Income tax benefit			38			54			92
	Net income			652			(228	)		424
	Net income attributable to DIRECTV			652			(228	)		424





	Guarantor Subsidiaries for the three months ended September 30, 2013
	Income tax expense		$	(173	)	$	(282	)	$	(455	)
	Net income			820			(282	)		538
	Net income attributable to DIRECTV			820			(282	)		538





	Non-Guarantor Subsidiaries for the three months ended September 30, 2013
	Equity in income of consolidated subsidiaries		$	—		$	424		$	424
	Income before income tax			323			424			747
	Income tax expense			(258	)		227			(31	)
	Net income			65			651			716
	Net income attributable to DIRECTV			54			651			705





Parent Guarantor for the nine months ended September 30, 2013		As Previously			Adjustments			As Revised
		Reported			Adjustments			As Revised
		(Dollars in Millions)
Equity in income of consolidated subsidiaries		$	2,082		$	(4	)	$	2,078
Income before income tax			2,037			(4	)		2,033
Income tax benefit			12			4			16
Net income			2,049			—			2,049
Net income attributable to DIRECTV			2,049			—			2,049





Co-Issuers for the nine months ended September 30, 2013
Equity in income of consolidated subsidiaries		$	2,530		$	(452	)	$	2,078
Income before income tax			1,917			(452	)		1,465
Income tax benefit			152			83			235
Net income			2,069			(369	)		1,700
Net income attributable to DIRECTV			2,069			(369	)		1,700





Guarantor Subsidiaries for the nine months ended September 30, 2013
Income tax expense		$	(835	)	$	(452	)	$	(1,287	)
Net income			2,530			(452	)		2,078
Net income attributable to DIRECTV			2,530			(452	)		2,078





Non-Guarantor Subsidiaries for the nine months ended September 30, 2013
Equity in income of consolidated subsidiaries		$	—		$	1,700		$	1,700
Income before income tax			554			1,700			2,254
Income tax expense			(521	)		365			(156	)
Net income			33			2,065			2,098
Net income attributable to DIRECTV			13			2,065			2,078

In the Condensed Consolidating Statement of Comprehensive Income, we changed our presentation such that the comprehensive income of a subsidiary is included in the comprehensive income of its parent. Comprehensive income is also impacted by the adjustments to net income noted above.

The following is a reconciliation of the amounts previously reported to the "As Revised" amounts as stated in the following components of the Condensed Consolidating Statement of Comprehensive Income for the three and nine months ended September 30, 2013:


Parent Guarantor for the three months ended September 30, 2013		As Previously			Adjustments			As Revised

		Reported
		(Dollars in Millions)
Cash flows hedges:
Unrealized gains arising during the period		$	—		$	78		$	78
Reclassification adjustments included in net income			—			(61	)		(61	)
Foreign currency translation adjustment			—			(3	)		(3	)
Other comprehensive income			12			14			26
Comprehensive income			711			14			725
Comprehensive income attributable to DIRECTV			711			14			725





Co-Issuers for the three months ended September 30, 2013
Net income		$	652		$	(228	)	$	424
Comprehensive income			669			(228	)		441
Comprehensive income attributable to DIRECTV			669			(228	)		441





Guarantor Subsidiaries for the three months ended September 30, 2013
Net income		$	820		$	(282	)	$	538
Comprehensive income			820			(282	)		538
Comprehensive income attributable to DIRECTV			820			(282	)		538





Non-Guarantor Subsidiaries for the three months ended September 30, 2013
Net income		$	65		$	651		$	716
Cash flows hedges:
Unrealized gains arising during the period			—			78			78
Reclassification adjustments included in net income			—			(61	)		(61	)
Other comprehensive income (loss)			(3	)		17			14
Comprehensive income			62			668			730
Comprehensive income attributable to DIRECTV			51			668			719





Parent Guarantor for the nine months ended September 30, 2013		As Previously Reported			Adjustments			As Revised
		(Dollars in Millions)
Cash flows hedges:
Unrealized gains arising during the period		$	—		$	51		$	51
Reclassification adjustments included in net income			—			(13	)		(13	)
Foreign currency translation adjustments			—			(37	)		(37	)
Reclassification adjustment for net losses on securities recognized during the period			—			1			1
Other comprehensive income			12			2			14
Comprehensive income			2,061			2			2,063
Comprehensive income attributable to DIRECTV			2,061			2			2,063





Co-Issuers for the nine months ended September 30, 2013
Net income		$	2,069		$	(369	)	$	1,700
Comprehensive income			2,107			(369	)		1,738
Comprehensive income attributable to DIRECTV			2,107			(369	)		1,738





Guarantor Subsidiaries for the nine months ended September 30, 2013
Net income		$	2,530		$	(452	)	$	2,078
Comprehensive income			2,530			(452	)		2,078
Comprehensive income attributable to DIRECTV			2,530			(452	)		2,078





Non-Guarantor Subsidiaries for the nine months ended September 30, 2013
Net income		$	33		$	2,065		$	2,098
Cash flows hedges:
Unrealized gains arising during the period			—			51			51
Reclassification adjustments included in net income			—			(13	)		(13	)
Other comprehensive loss			(50	)		38			(12	)
Comprehensive income (loss)			(17	)		2,103			2,086
Comprehensive income (loss) attributable to DIRECTV			(23	)		2,103			2,080

In the Condensed Consolidating Statement of Cash Flows, we present changes in 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's cash account under a centralized cash management arrangement. We previously presented all changes from receivable and payable balances of affiliates as operating or financing activities.

The following is a reconciliation of the amounts previously reported to the "As Revised" amounts as stated in the following components of the Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2013:


Parent Guarantor for the nine months ended September 30, 2013		As Previously			Adjustments			As Revised
		Reported			Adjustments			As Revised
		(Dollars in Millions)
Net cash provided by operating activities		$	1,096		$	529		$	1,625
Cash flows from investing activities
Proceeds from sale of investments			117			(117	)		—
Intercompany funding			—			(190	)		(190	)
Net cash provided by investing activities			1,684			(307	)		1,377
Cash flows from financing activities
Taxes paid in lieu of shares issued for share-based compensation			—			(61	)		(61	)
Excess tax benefit from share-based compensation			—			24			24
Intercompany payments			265			(185	)		80
Net cash used in financing activities			(2,963	)		(222	)		(3,185	)





Co-Issuers for the nine months ended September 30, 2013
Net cash provided by (used in) operating activities		$	1,568		$	(3,092	)	$	(1,524	)
Cash flows from investing activities
Intercompany funding			—			(904	)		(904	)
Net cash used in investing activities			—			(904	)		(904	)
Cash flows from financing activities
Intercompany payments			—			3,996			3,996
Net cash provided by (used in) financing activities			(1,608	)		3,996			2,388





Guarantor Subsidiaries for the nine months ended September 30, 2013
Net cash provided by operating activities		$	1,623		$	3,035		$	4,658
Cash flows from investing activities
Intercompany funding			—			(3,996	)		(3,996	)
Net cash used in investing activities			(1,574	)		(3,996	)		(5,570	)
Cash flows from financing activities
Intercompany payments			3			961			964
Net cash provided by (used in) financing activities			(46	)		961			915





Non-Guarantor Subsidiaries for the nine months ended September 30, 2013
Net cash provided by operating activities		$	1,701		$	(435	)	$	1,266
Cash flows from investing activities
Proceeds from sale of investments			11			117			128
Intercompany funding			—			(89	)		(89	)
Net cash used in investing activities			(1,355	)		28			(1,327	)
Cash flows from financing activities
Intercompany payments (funding)			(268	)		407			139
Net cash provided by (used in) financing activities			(219	)		407			188

Condensed Consolidating Statement of Operations
For the Three Months Ended September 30, 2014


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Revenues		$	—		$	—		$	6,506		$	1,911		$	(43	)	$	8,374
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other			—			—			3,057			714			(39	)		3,732
Subscriber service expenses			—			—			397			211			—			608
Broadcast operations expenses			—			—			74			35			(1	)		108
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs			—			—			776			205			(1	)		980
Upgrade and retention costs			—			—			347			52			(1	)		398
General and administrative expenses			24			1			306			241			(1	)		571
Depreciation and amortization expense			—			—			435			320			—			755


Total operating costs and expenses			24			1			5,392			1,778			(43	)		7,152


Operating profit (loss)			(24	)		(1	)		1,114			133			—			1,222
Equity in income of consolidated subsidiaries			626			696			—			567			(1,889	)		—
Interest income			—			1			—			17			—			18
Interest expense			—			(204	)		—			(11	)		—			(215	)
Other, net			—			(2	)		7			(4	)		—			1


Income before income taxes			602			490			1,121			702			(1,889	)		1,026
Income tax benefit (expense)			9			77			(425	)		(72	)		—			(411	)


Net income			611			567			696			630			(1,889	)		615
Less: Net income attributable to noncontrolling interest			—			—			—			(4	)		—			(4	)


Net income attributable to DIRECTV		$	611		$	567		$	696		$	626		$	(1,889	)	$	611





Condensed Consolidating Statement of Operations-As Revised
For the Three Months Ended September 30, 2013


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Revenues		$	—		$	—		$	6,170		$	1,723		$	(13	)	$	7,880
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other			—			—			2,904			548			(11	)		3,441
Subscriber service expenses			—			—			391			192			—			583
Broadcast operations expenses			—			—			68			32			(2	)		98
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs			—			—			756			185			—			941
Upgrade and retention costs			—			—			359			52			—			411
General and administrative expenses			12			—			296			165			—			473
Depreciation and amortization expense			—			—			409			299			—			708


Total operating costs and expenses			12			—			5,183			1,473			(13	)		6,655


Operating profit (loss)			(12	)		—			987			250			—			1,225
Equity in income of consolidated subsidiaries			705			538			—			424			(1,667	)		—
Interest income			3			—			1			13			(2	)		15
Interest expense			—			(206	)		(1	)		23			2			(182	)
Other, net			—			—			6			37			—			43


Income before income taxes			696			332			993			747			(1,667	)		1,101
Income tax benefit (expense)			3			92			(455	)		(31	)		—			(391	)


Net income			699			424			538			716			(1,667	)		710
Less: Net income attributable to noncontrolling interest			—			—			—			(11	)		—			(11	)


Net income attributable to DIRECTV		$	699		$	424		$	538		$	705		$	(1,667	)	$	699





Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2014


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Revenues		$	—		$	—		$	18,865		$	5,588		$	(115	)	$	24,338
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other			—			—			8,625			2,091			(103	)		10,613
Subscriber service expenses			—			—			1,130			604			(1	)		1,733
Broadcast operations expenses			—			—			221			96			(5	)		312
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs			—			—			2,085			622			(2	)		2,705
Upgrade and retention costs			—			—			942			141			(2	)		1,081
General and administrative expenses			63			1			896			584			(2	)		1,542
Venezuelan currency devaluation charge			—			—			—			281			—			281
Depreciation and amortization expense			—			—			1,290			908			—			2,198


Total operating costs and expenses			63			1			15,189			5,327			(115	)		20,465


Operating profit (loss)			(63	)		(1	)		3,676			261			—			3,873
Equity in income of consolidated subsidiaries			2,020			2,296			—			1,882			(6,198	)		—
Interest income			—			1			1			41			—			43
Interest expense			(1	)		(646	)		(4	)		(26	)		—			(677	)
Other, net			(3	)		(20	)		25			91			—			93


Income before income taxes			1,953			1,630			3,698			2,249			(6,198	)		3,332
Income tax benefit (expense)			25			252			(1,402	)		(213	)		—			(1,338	)


Net income			1,978			1,882			2,296			2,036			(6,198	)		1,994
Less: Net income attributable to noncontrolling interest			—			—			—			(16	)		—			(16	)


Net income attributable to DIRECTV		$	1,978		$	1,882		$	2,296		$	2,020		$	(6,198	)	$	1,978





Condensed Consolidating Statement of Operations-As Revised
For the Nine Months Ended September 30, 2013


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Revenues		$	—		$	—		$	17,903		$	5,306		$	(49	)	$	23,160
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other			—			—			8,147			1,808			(43	)		9,912
Subscriber service expenses			—			—			1,102			572			—			1,674
Broadcast operations expenses			—			—			220			91			(6	)		305
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs			—			—			1,979			585			—			2,564
Upgrade and retention costs			—			—			1,002			151			—			1,153
General and administrative expenses			53			—			885			514			—			1,452
Venezuelan currency devaluation charge			—			—			—			166			—			166
Depreciation and amortization expense			—			—			1,225			892			—			2,117


Total operating costs and expenses			53			—			14,560			4,779			(49	)		19,343


Operating profit (loss)			(53	)		—			3,343			527			—			3,817
Equity in income of consolidated subsidiaries			2,078			2,078			—			1,700			(5,856	)		—
Interest income			13			—			2			49			(8	)		56
Interest expense			(1	)		(613	)		(2	)		(10	)		8			(618	)
Other, net			(4	)		—			22			(12	)		—			6


Income before income taxes			2,033			1,465			3,365			2,254			(5,856	)		3,261
Income tax benefit (expense)			16			235			(1,287	)		(156	)		—			(1,192	)


Net income			2,049			1,700			2,078			2,098			(5,856	)		2,069
Less: Net income attributable to noncontrolling interest			—			—			—			(20	)		—			(20	)


Net income attributable to DIRECTV		$	2,049		$	1,700		$	2,078		$	2,078		$	(5,856	)	$	2,049





Condensed Consolidating Statement of Comprehensive Income
For the Three Months Ended September 30, 2014


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Net income		$	611		$	567		$	696		$	630		$	(1,889	)	$	615
Other comprehensive income (loss), net of taxes:
Defined benefit plans:
Gains related to changes in plan experience and actuarial assumptions arising during the period			7			—			—			—			—			7
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			8			—			—			—			—			8
Cash flows hedges:
Unrealized losses arising during the period			(49	)		(49	)		—			(49	)		98			(49	)
Reclassification adjustments included in net income			94			94			—			94			(188	)		94
Foreign currency translation adjustments			(96	)		—			—			(106	)		96			(106	)


Other comprehensive income (loss)			(36	)		45			—			(61	)		6			(46	)


Comprehensive income			575			612			696			569			(1,883	)		569
Less: Comprehensive loss attributable to noncontrolling interest			—			—			—			6			—			6


Comprehensive income attributable to DIRECTV		$	575		$	612		$	696		$	575		$	(1,883	)	$	575





Condensed Consolidating Statement of Comprehensive Income-As Revised
For the Three Months Ended September 30, 2013


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Net income		$	699		$	424		$	538		$	716		$	(1,667	)	$	710
Other comprehensive income (loss), net of taxes:
Defined benefit plans:
Loss related to changes in plan experience and actuarial assumptions arising during the period			(1	)		—			—			—			—			(1	)
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			12			—			—			—			—			12
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost			1			—			—			—			—			1
Cash flows hedges:
Unrealized gains arising during the period			78			78			—			78			(156	)		78
Reclassification adjustments included in net income			(61	)		(61	)		—			(61	)		122			(61	)
Foreign currency translation adjustments			(3	)		—			—			(3	)		3			(3	)


Other comprehensive income			26			17			—			14			(31	)		26


Comprehensive income			725			441			538			730			(1,698	)		736
Less: Comprehensive income attributable to noncontrolling interest			—			—			—			(11	)		—			(11	)


Comprehensive income attributable to DIRECTV		$	725		$	441		$	538		$	719		$	(1,698	)	$	725





Condensed Consolidating Statement of Comprehensive Income
For the Nine Months Ended September 30, 2014


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Net income		$	1,978		$	1,882		$	2,296		$	2,036		$	(6,198	)	$	1,994
Other comprehensive income (loss), net of taxes:
Defined benefit plans:
Gains related to changes in plan experience and actuarial assumptions arising during the period			7			—			—			—			—			7
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			8			—			—			—			—			8
Cash flows hedges:
Unrealized losses arising during the period			(50	)		(50	)		—			(50	)		100			(50	)
Reclassification adjustments included in net income			58			58			—			58			(116	)		58
Foreign currency translation adjustments			(32	)		—			—			(35	)		32			(35	)


Other comprehensive income (loss)			(9	)		8			—			(27	)		16			(12	)


Comprehensive income			1,969			1,890			2,296			2,009			(6,182	)		1,982
Less: Comprehensive income attributable to noncontrolling interest			—			—			—			(13	)		—			(13	)


Comprehensive income attributable to DIRECTV		$	1,969		$	1,890		$	2,296		$	1,996		$	(6,182	)	$	1,969





Condensed Consolidating Statement of Comprehensive Income-As Revised
For the Nine Months Ended September 30, 2013


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Net income		$	2,049		$	1,700		$	2,078		$	2,098		$	(5,856	)	$	2,069
Other comprehensive income (loss), net of taxes:
Defined benefit plans:
Loss related to changes in plan experience and actuarial assumptions arising during the period			(1	)		—			—			—			—			(1	)
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			12			—			—			—			—			12
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost			1			—			—			—			—			1
Cash flows hedges:
Unrealized gains arising during the period			51			51			—			51			(102	)		51
Reclassification adjustments included in net income			(13	)		(13	)		—			(13	)		26			(13	)
Foreign currency translation adjustments			(37	)		—			—			(51	)		37			(51	)
Available for sale securities:
Reclassification adjustment for net losses recognized during the period			1			—			—			1			(1	)		1


Other comprehensive income (loss)			14			38			—			(12	)		(40	)		—


Comprehensive income			2,063			1,738			2,078			2,086			(5,896	)		2,069
Less: Comprehensive income attributable to noncontrolling interest			—			—			—			(6	)		—			(6	)


Comprehensive income attributable to DIRECTV		$	2,063		$	1,738		$	2,078		$	2,080		$	(5,896	)	$	2,063





Condensed Consolidating Balance Sheet
As of September 30, 2014


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
ASSETS
Total current assets		$	1,073		$	1,598		$	2,513		$	1,710		$	(379	)	$	6,515
Satellites, net			—			—			1,747			738			—			2,485
Property and equipment, net			—			—			3,833			2,952			—			6,785
Goodwill			—			1,828			1,363			764			—			3,955
Intangible assets, net			—			—			514			377			(8	)		883
Intercompany receivables			4,882			11,233			26,698			1,556			(44,369	)		—
Investment in subsidiaries			(9,682	)		20,181			—			(11,780	)		1,281			—
Investments and other assets			94			145			353			1,473			(94	)		1,971


Total assets		$	(3,633	)	$	34,985		$	37,021		$	(2,210	)	$	(43,569	)	$	22,594




LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total current liabilities		$	298		$	1,465		$	3,694		$	1,394		$	(379	)	$	6,472
Long-term debt			—			18,167			—			144			—			18,311
Deferred income taxes			—			20			1,577			256			(94	)		1,759
Intercompany liabilities			1,625			26,676			11,233			4,835			(44,369	)		—
Other liabilities and deferred credits			389			437			336			455			(8	)		1,609
Stockholders' equity (deficit)
Common stock and additional paid-in capital			3,569			34			5,004			3,606			(8,644	)		3,569
Retained earnings (accumulated deficit)			(9,180	)		(11,837	)		15,177			(13,063	)		9,723			(9,180	)
Accumulated other comprehensive income (loss)			(334	)		23			—			(225	)		202			(334	)


Total DIRECTV stockholders' equity (deficit)			(5,945	)		(11,780	)		20,181			(9,682	)		1,281			(5,945	)
Noncontrolling interest			—			—			—			388			—			388


Total stockholders' equity (deficit)			(5,945	)		(11,780	)		20,181			(9,294	)		1,281			(5,557	)


Total liabilities and stockholders' equity (deficit)		$	(3,633	)	$	34,985		$	37,021		$	(2,210	)	$	(43,569	)	$	22,594





Condensed Consolidating Balance Sheet
As of December 31, 2013


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(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			4,799			7,820			20,988			1,386			(34,993	)		—
Investment in subsidiaries			(10,177	)		17,812			—			(12,247	)		4,612			—
Investments and other assets			92			190			361			1,416			(114	)		1,945


Total assets		$	(4,307	)	$	28,783		$	31,350		$	(2,907	)	$	(31,014	)	$	21,905




LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total current liabilities		$	448		$	1,478		$	3,812		$	1,303		$	(511	)	$	6,530
Long-term debt			—			18,203			—			81			—			18,284
Deferred income taxes			—			9			1,632			277			(114	)		1,804
Intercompany liabilities			1,390			21,019			7,820			4,764			(34,993	)		—
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	)		(12,286	)		12,882			(13,620	)		13,024			(9,874	)
Accumulated other comprehensive income (loss)			(322	)		14			—			(228	)		214			(322	)


Total stockholders' equity (deficit)			(6,544	)		(12,247	)		17,812			(10,177	)		4,612			(6,544	)


Total liabilities and stockholders' equity (deficit)		$	(4,307	)	$	28,783		$	31,350		$	(2,907	)	$	(31,014	)	$	21,905





Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2014


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Cash flows from operating activities
Net cash provided by (used in) operating activities		$	1,005		$	(1,686	)	$	4,906		$	1,611		$	(1,110	)	$	4,726


Cash flows from investing activities
Cash paid for property and equipment			—			—			(1,237	)		(970	)		—			(2,207	)
Cash paid for satellites			—			—			(52	)		(137	)		—			(189	)
Investment in companies, net of cash acquired			—			—			(1	)		(13	)		—			(14	)
Proceeds from sale of investments			—			—			16			14			—			30
Return of capital from subsidiary			425			—			—			—			(425	)		—
Intercompany payments (funding)			256			(945	)		(4,554	)		109			5,134			—
Other, net			—			—			—			(4	)		—			(4	)


Net cash provided by (used in) investing activities			681			(945	)		(5,828	)		(1,001	)		4,709			(2,384	)


Cash flows from financing activities
Proceeds from short-term borrowings			—			300			—			—			—			300
Repayment of short-term borrowings			—			(371	)		—			—			—			(371	)
Proceeds from long-term debt			—			1,245			—			161			—			1,406
Debt issuance costs			—			(7	)		—			—			—			(7	)
Repayment of long-term debt			—			(1,000	)		—			(44	)		—			(1,044	)
Repayment of other long-term obligations			—			—			(21	)		(29	)		—			(50	)
Common shares repurchased and retired			(1,386	)		—			—			—			—			(1,386	)
Stock options exercised			10			—			—			—			—			10
Taxes paid in lieu of shares issued for share-based compensation			(58	)		—			(48	)		(10	)		58			(58	)
Excess tax benefit from share-based compensation			23			—			18			5			(23	)		23
Intercompany payments (funding)			(107	)		4,542			989			(290	)		5,134			—
Cash dividend to Parent			—			(1,500	)		—			—			1,500			—
Other, net			—			(26	)		—			(38	)		—			(64	)


Net cash provided by (used in) financing activities			(1,518	)		3,183			938			(245	)		3,599			(1,241	)


Effect of exchange rate changes on Venezuelan cash and cash equivalents			—			—			—			(383	)		—			(383	)


Net increase (decrease) in cash and cash equivalents			168			552			16			(18	)		—			718
Cash and cash equivalents at beginning of the period			498			791			6			885			—			2,180


Cash and cash equivalents at end of the period		$	666		$	1,343		$	22		$	867		$	—		$	2,898





Condensed Consolidating Statement of Cash Flows-As Revised
For the Nine Months Ended September 30, 2013


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Cash flows from operating activities
Net cash provided by (used in) operating activities		$	1,625		$	(1,524	)	$	4,658		$	1,266		$	(1,670	)	$	4,355


Cash flows from investing activities
Cash paid for property and equipment			—			—			(1,327	)		(1,144	)		—			(2,471	)
Cash paid for satellites			—			—			(154	)		(122	)		—			(276	)
Investment in companies, net of cash acquired			—			—			(38	)		(9	)		—			(47	)
Proceeds from sale of investments			—			—			12			128			—			140
Return of capital from subsidiary			1,567			—			—			—			(1,567	)		—
Intercompany funding			(190	)		(904	)		(3,996	)		(89	)		5,179			—
Other, net			—			—			(67	)		(91	)		—			(158	)


Net cash provided by (used in) investing activities			1,377			(904	)		(5,570	)		(1,327	)		3,612			(2,812	)


Cash flows from financing activities
Issuance of commercial paper (maturity 90 days or less), net			—			90			—			—			—			90
Proceeds from short-term borrowings			—			441			—			—			—			441
Repayment of short-term borrowings			—			(327	)		—			—			—			(327	)
Proceeds from borrowings under revolving credit facility			—			10			—			—			—			10
Repayment of borrowings under revolving credit facility			—			(10	)		—			—			—			(10	)
Proceeds from long-term debt			—			1,390			—			94			—			1,484
Debt issuance costs			—			(8	)		—			—			—			(8	)
Repayment of long-term debt			—			—			—			(9	)		—			(9	)
Repayment of other long-term obligations			—			—			(18	)		(30	)		—			(48	)
Common shares repurchased and retired			(3,228	)		—			—			—			—			(3,228	)
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			80			3,996			964			139			(5,179	)		—
Cash dividend to Parent			—			(3,200	)		—			—			3,200			—
Other, net			—			6			—			—			—			6


Net cash provided by (used in) financing activities			(3,185	)		2,388			915			188			(1,942	)		(1,636	)


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


Net increase (decrease) in cash and cash equivalents			(183	)		(40	)		3			(60	)		—			(280	)
Cash and cash equivalents at beginning of the period			408			728			11			755			—			1,902


Cash and cash equivalents at end of the period		$	225		$	688		$	14		$	695		$	—		$	1,622

Goodwill_Tables

Goodwill (Tables)	9 Months Ended
Goodwill (Tables)	Sep. 30, 2014
Goodwill	'
Schedule of goodwill	'






				DIRECTV Latin
				America					Sports
									Networks,
									Eliminations
		DIRECTV		Sky			PanAmericana		and Other		Total
		U.S.		Brasil			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		—		(15	)		—		—		(15	)


	Balance as of September 30, 2014	$	3,191	$	331		$	211	$	222	$	3,955

Debt_Tables

Debt (Tables)	9 Months Ended
Debt (Tables)	Sep. 30, 2014
Debt	'
Schedule of outstanding debt	'






		September 30,		December 31,
		2014		2013
		(Dollars in Millions)
	Current debt
	Commercial paper	$	129	$	200
	Current portion of long-term debt		1,200		1,000
	Current portion of borrowings under BNDES financing facility		110		56
	Long-term debt
	Senior notes		18,167		18,203
	Borrowings under BNDES financing facility		124		81
	Borrowings under Desenvolve SP financing facility		20		—


	Total debt	$	19,750	$	19,540







Schedule of outstanding senior notes	'






		Principal amount		Carrying value, net of
				unamortized original
				issue discounts
		September 30,		September 30,		December 31,
		2014		2014		2013
		(Dollars in Millions)
	4.750% senior notes due in 2014	$	—	$	—	$	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		746		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)		1,500		1,494		1,495
	3.800% senior notes due in 2022(1)		1,500		1,501		1,499
	2.750% senior notes due in 2023(2)		632		629		684
	4.450% senior notes due in 2024(1)		1,250		1,252		—
	4.375% senior notes due in 2029(2)		1,216		1,204		1,229
	5.200% senior notes due in 2033(2)		567		565		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	$	19,415	$	19,367	$	19,203






	-1
	The carrying values as of September 30, 2014 include the following fair value adjustments: a decrease of $1 million for the 5.000% senior notes due in 2021, an increase of $2 million for the 3.800% senior notes due in 2022 and an increase of $7 million for the 4.450% senior notes due in 2024.

	-2
	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.

Derivative_Financial_Instrumen1

Derivative Financial Instruments (Tables)	9 Months Ended
Derivative Financial Instruments (Tables)	Sep. 30, 2014
Derivative Financial Instruments	'
Schedule of fair values of assets and liabilities associated with the derivative financial instruments	'






		Assets				Liabilities
		September 30,		December 31,		September 30,		December 31,
		2014		2013		2014		2013
		(Dollars in millions)
	Cash flow hedges:
	Cross-currency swap contracts	$	61	$	112	$	11	$	—
	Interest rate swap contracts		—		3		—		1
	Fair value hedges:
	Interest rate swap contracts		8		—		15		—


	Total fair value of derivative financial instruments	$	69	$	115	$	26	$	1







Schedule of notional amounts of outstanding derivative financial instruments	'






		September 30,		December 31,
		2014		2013
		(Dollars in millions)
	Cash flow hedges:
	Cross-currency swap contracts	$	2,418	$	2,418
	Interest rate swap contracts		—		500
	Fair value hedges:
	Interest rate swap contracts		3,000		—


	Total notional amount of derivative financial instruments	$	5,418	$	2,918

Related_Party_Transactions_Tab

Related Party Transactions (Tables)	9 Months Ended
Related Party Transactions (Tables)	Sep. 30, 2014
Related Party Transactions	'
Summary of revenues and expenses with related parties	'






		Three Months				Nine Months
		Ended				Ended
		September 30,				September 30,
		2014		2013		2014		2013
		(Dollars in Millions)
	Revenues	$	3	$	2	$	7	$	5
	Expenses		281		235		822		717



Schedule of accounts receivable from and accounts payable to related parties	'






		September 30,		December 31,
		2014		2013
		(Dollars in Millions)
	Accounts receivable	$	5	$	18
	Accounts payable		152		100
	Long-term liability		116		69

Stockholders_Deficit_and_Nonco1

Stockholders' Deficit and Noncontrolling Interest (Tables)	9 Months Ended
Stockholders' Deficit and Noncontrolling Interest (Tables)	Sep. 30, 2014
Stockholders' Deficit and Noncontrolling Interest	'
Schedule of shares repurchased and retired	'






		Nine Months
		Ended
		September 30,
		2014			2013
		(Amounts in
		Millions, Except
		Per Share
		Amounts)
	Total cost of repurchased shares(1)	$	1,386		$	3,273
	Average price per share	$	73.82		$	56.46
	Number of shares repurchased and retired		19			58


	-1
	Of the $3,273 million in repurchases during the nine months ended September 30, 2013, $45 million were paid for in October 2013. Amounts repurchased but settled subsequent to the end of such period are considered non-cash financing activities and excluded from the Consolidated Statements of Cash Flows.

Schedule of reconciliation of stockholders' deficit	'

	The following table sets forth a reconciliation of stockholders' deficit for the nine months ended September 30, 2014:


					Stockholders' Deficit
		DIRECTV			Common			Accumulated			Accumulated			Total			Noncontrolling			Total			Redeemable
		Common			Stock and			Deficit			Other			DIRECTV			Interest			Stockholders'			Noncontrolling
		Shares			Additional						Comprehensive			Stockholders'						Deficit			Interest
					Paid-In						Loss			Deficit
					Capital
		(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								1,978						1,978			16			1,994
	Stock repurchased and retired		(18,774,194	)		(130	)		(1,256	)					(1,386	)					(1,386	)
	Stock options exercised and restricted stock units vested and distributed		1,704,523			(46	)								(46	)					(46	)
	Share-based compensation expense					70									70						70
	Tax benefit from share-based compensation					23									23						23
	Other								(28	)					(28	)					(28	)
	Other comprehensive loss											(12	)		(12	)					(12	)
	CTA adjustment allocated to noncontrolling interest																	(3	)		(3	)
	Noncontrolling interest																	375			375			(375	)


	Balance as of September 30, 2014		502,236,561		$	3,569		$	(9,180	)	$	(334	)	$	(5,945	)	$	388		$	(5,557	)	$	—





	The following table sets forth a reconciliation of stockholders' deficit and redeemable noncontrolling interest for the nine months ended September 30, 2013:


					Stockholders' Deficit
		DIRECTV			Common			Accumulated			Accumulated			Total			Redeemable			Net
		Common			Stock and			Deficit			Other			Stockholders'			Noncontrolling			Income
		Shares			Additional						Comprehensive			Deficit			Interest
					Paid-In						Loss
					Capital
		(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								2,049						2,049			20		$	2,069
	Stock repurchased and retired		(57,961,428	)		(397	)		(2,876	)					(3,273	)
	Stock options exercised and restricted stock units vested and distributed		1,974,496			(61	)								(61	)
	Share-based compensation expense					79									79
	Tax benefit from share-based compensation					24									24
	Adjustment to the fair value of redeemable noncontrolling interest					6									6			(6	)
	Other					(1	)								(1	)
	Other comprehensive loss											—			—			(14	)


	Balance as of September 30, 2013		530,852,885		$	3,671		$	(10,037	)	$	(242	)	$	(6,608	)	$	400




Schedule of components of other comprehensive income (loss)	'






		Three Months Ended September 30,
		2014									2013
		Pre-Tax			Tax			Net of			Pre-Tax			Tax			Net of
					Benefit			Tax						Benefit			Tax
					(Expense)									(Expense)
		(Dollars in Millions)
	Defined benefit plans:
	Gains (losses) related to changes in plan experience and actuarial assumptions arising during the period	$	11		$	(4	)	$	7		$	(2	)	$	1		$	(1	)
	Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost		13			(5	)		8			19			(7	)		12
	Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost		—			—			—			2			(1	)		1
	Cash flows hedges:
	Unrealized gains (losses) arising during the period		(78	)		29			(49	)		125			(47	)		78
	Reclassification adjustments included in "Other, net"		150			(56	)		94			(99	)		38			(61	)
	Foreign currency translation adjustments		(158	)		52			(106	)		(5	)		2			(3	)


	Other comprehensive income (loss)	$	(62	)	$	16		$	(46	)	$	40		$	(14	)	$	26






		Nine Months Ended September 30,
		2014									2013
		Pre-Tax			Tax			Net of			Pre-Tax			Tax			Net of
					Benefit			Tax						Benefit			Tax
					(Expense)									(Expense)
		(Dollars in Millions)
	Defined benefit plans:
	Gains (losses) related to changes in plan experience and actuarial assumptions arising during the period	$	11		$	(4	)	$	7		$	(2	)	$	1		$	(1	)
	Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost		13			(5	)		8			19			(7	)		12
	Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost		—			—			—			2			(1	)		1
	Cash flows hedges:
	Unrealized gains (losses) arising during the period		(80	)		30			(50	)		83			(32	)		51
	Reclassification adjustments included in "Other, net"		92			(34	)		58			(22	)		9			(13	)
	Foreign currency translation adjustments		(37	)		2			(35	)		(81	)		30			(51	)
	Available for sale securities:
	Reclassification adjustment for net losses recognized during the period, included in "Other, net"		—			—			—			2			(1	)		1


	Other comprehensive income (loss)	$	(1	)	$	(11	)	$	(12	)	$	1		$	(1	)	$	—




Schedule of changes in the components of accumulated other comprehensive income (loss)	'






		Defined			Gains			Foreign			Accumulated
		Benefit Plan			(Losses) on			Currency			Other
		Items			Cash Flow			Items			Comprehensive
					Hedges						Loss
		(Dollars in Millions)
	Balance as of January 1, 2014	$	(123	)	$	14		$	(213	)	$	(322	)
	Other comprehensive income (loss)		15			8			(35	)		(12	)


	Balance as of September 30, 2014	$	(108	)	$	22		$	(248	)	$	(334	)






		Defined			Gains			Foreign			Unrealized			Accumulated
		Benefit Plan			(Losses) on			Currency			Gains			Other
		Items			Cash Flow			Items			(Losses) on			Comprehensive
					Hedges						Available for			Loss
											Sale
											Securities
		(Dollars in Millions)
	Balance as of January 1, 2013	$	(184	)	$	(17	)	$	(40	)	$	(1	)	$	(242	)
	Other comprehensive income (loss)		12			38			(51	)		1			—


	Balance as of September 30, 2013	$	(172	)	$	21		$	(91	)	$	—		$	(242	)

Earnings_Per_Common_Share_Tabl

Earnings Per Common Share (Tables)	9 Months Ended
Earnings Per Common Share (Tables)	Sep. 30, 2014
Earnings Per Common Share	'
Schedule of reconciliation of the amounts used in the basic and diluted EPS	'






			Income		Shares			Per Share
			Income		Shares			Amounts
			(Dollars and Shares
			in Millions,
			Except Per Share Amounts)
	Three Months Ended
	September 30, 2014
	Basic EPS
	Net income attributable to DIRECTV		$	611		502		$	1.22
	Effect of dilutive securities
	Dilutive effect of stock options and restricted stock units			—		5			(0.01	)


	Diluted EPS
	Adjusted net income attributable to DIRECTV		$	611		507		$	1.21




	September 30, 2013
	Basic EPS
	Net income attributable to DIRECTV		$	699		541		$	1.29
	Effect of dilutive securities
	Dilutive effect of stock options and restricted stock units			—		4			(0.01	)


	Diluted EPS
	Adjusted net income attributable to DIRECTV		$	699		545		$	1.28









			Income		Shares			Per Share
			Income		Shares			Amounts
			(Dollars and Shares
			in Millions,
			Except Per Share Amounts)
	Nine Months Ended
	September 30, 2014
	Basic EPS
	Net income attributable to DIRECTV		$	1,978		505		$	3.92
	Effect of dilutive securities
	Dilutive effect of stock options and restricted stock units			—		5			(0.04	)


	Diluted EPS
	Adjusted net income attributable to DIRECTV		$	1,978		510		$	3.88




	September 30, 2013
Basic EPS
Net income attributable to DIRECTV		$	2,049		557		$	3.68
Effect of dilutive securities
Dilutive effect of stock options and restricted stock units			—		5			(0.03	)


Diluted EPS
Adjusted net income attributable to DIRECTV		$	2,049		562		$	3.65

Segment_Reporting_Tables

Segment Reporting (Tables)	9 Months Ended
Segment Reporting (Tables)	Sep. 30, 2014
Segment Reporting	'
Selected information for operating segments	'






			External			Intersegment			Total			Operating			Depreciation			Operating
			Revenues			Revenues			Revenues			Profit			and			Profit
												(Loss)			Amortization			(Loss) Before
															Expense			Depreciation
																		and
																		Amortization(1)
			(Dollars in Millions)
	Three Months Ended
	September 30, 2014
	DIRECTV U.S.		$	6,504		$	2		$	6,506		$	1,113		$	435		$	1,548
	Sky Brasil			1,014			—			1,014			118			189			307
	PanAmericana and Other			806			—			806			19			127			146


	DIRECTV Latin America			1,820			—			1,820			137			316			453
	Sports Networks, Eliminations and Other			50			(2	)		48			(28	)		4			(24	)


	Total		$	8,374		$	—		$	8,374		$	1,222		$	755		$	1,977




	September 30, 2013
	DIRECTV U.S.		$	6,168		$	2		$	6,170		$	987		$	409		$	1,396
	Sky Brasil			883			—			883			169			184			353
	PanAmericana and Other			779			—			779			93			112			205


	DIRECTV Latin America			1,662			—			1,662			262			296			558
	Sports Networks, Eliminations and Other			50			(2	)		48			(24	)		3			(21	)


	Total		$	7,880		$	—		$	7,880		$	1,225		$	708		$	1,933









			External			Intersegment			Total			Operating			Depreciation			Operating
			Revenues			Revenues			Revenues			Profit			and			Profit
												(Loss)			Amortization			(Loss) Before
															Expense			Depreciation
																		and
																		Amortization(1)
			(Dollars in Millions)
	Nine Months Ended
	September 30, 2014
	DIRECTV U.S.		$	18,859		$	6		$	18,865		$	3,675		$	1,290		$	4,965
	Sky Brasil			2,964			—			2,964			380			527			907
	PanAmericana			2,366			—			2,366			(127	)		370			243


DIRECTV Latin America			5,330			—			5,330			253			897			1,150
Sports Networks, Eliminations and Other			149			(6	)		143			(55	)		11			(44	)


Total		$	24,338		$	—		$	24,338		$	3,873		$	2,198		$	6,071




September 30, 2013
DIRECTV U.S.		$	17,897		$	6		$	17,903		$	3,343		$	1,225		$	4,568
Sky Brasil			2,790			—			2,790			379			547			926
PanAmericana			2,286			—			2,286			139			328			467


DIRECTV Latin America			5,076			—			5,076			518			875			1,393
Sports Networks, Eliminations and Other			187			(6	)		181			(44	)		17			(27	)


Total		$	23,160		$	—		$	23,160		$	3,817		$	2,117		$	5,934






-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 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.

Reconciliation of operating profit before depreciation and amortization to reported net income	'






			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2014			2013			2014			2013
			(Dollars in Millions)
	Operating profit before depreciation and amortization		$	1,977		$	1,933		$	6,071		$	5,934
	Depreciation and amortization expense			(755	)		(708	)		(2,198	)		(2,117	)


	Operating profit			1,222			1,225			3,873			3,817
	Interest income			18			15			43			56
	Interest expense			(215	)		(182	)		(677	)		(618	)
	Other, net			1			43			93			6


	Income before income taxes			1,026			1,101			3,332			3,261
	Income tax expense			(411	)		(391	)		(1,338	)		(1,192	)


	Net income			615			710			1,994			2,069
	Less: Net income attributable to noncontrolling interest			(4	)		(11	)		(16	)		(20	)


	Net income attributable to DIRECTV		$	611		$	699		$	1,978		$	2,049

Condensed_Consolidating_Financ1

Condensed Consolidating Financial Statements (Tables)	9 Months Ended
Condensed Consolidating Financial Statements (Tables)	Sep. 30, 2014
Condensed Consolidating Financial Statements	'
Schedule of reconciliation of the amounts previously reported to revised amounts as stated in the Condensed Consolidating Statement of Operations	'






	Parent Guarantor for the three months ended September 30, 2013		As Previously			Adjustments			As Revised
			Reported			Adjustments			As Revised
			(Dollars in Millions)
	Equity in income of consolidated subsidiaries		$	706		$	(1	)	$	705
	Income before income tax			697			(1	)		696
	Income tax benefit			2			1			3
	Net income			699			—			699
	Net income attributable to DIRECTV			699			—			699





	Co-Issuers for the three months ended September 30, 2013
	Equity in income of consolidated subsidiaries		$	820		$	(282	)	$	538
	Income before income tax			614			(282	)		332
	Income tax benefit			38			54			92
	Net income			652			(228	)		424
	Net income attributable to DIRECTV			652			(228	)		424





	Guarantor Subsidiaries for the three months ended September 30, 2013
	Income tax expense		$	(173	)	$	(282	)	$	(455	)
	Net income			820			(282	)		538
	Net income attributable to DIRECTV			820			(282	)		538





	Non-Guarantor Subsidiaries for the three months ended September 30, 2013
	Equity in income of consolidated subsidiaries		$	—		$	424		$	424
	Income before income tax			323			424			747
	Income tax expense			(258	)		227			(31	)
	Net income			65			651			716
	Net income attributable to DIRECTV			54			651			705





	Parent Guarantor for the nine months ended September 30, 2013		As Previously			Adjustments			As Revised
			Reported			Adjustments			As Revised
			(Dollars in Millions)
	Equity in income of consolidated subsidiaries		$	2,082		$	(4	)	$	2,078
	Income before income tax			2,037			(4	)		2,033
	Income tax benefit			12			4			16
	Net income			2,049			—			2,049
	Net income attributable to DIRECTV			2,049			—			2,049





Co-Issuers for the nine months ended September 30, 2013
Equity in income of consolidated subsidiaries		$	2,530		$	(452	)	$	2,078
Income before income tax			1,917			(452	)		1,465
Income tax benefit			152			83			235
Net income			2,069			(369	)		1,700
Net income attributable to DIRECTV			2,069			(369	)		1,700





Guarantor Subsidiaries for the nine months ended September 30, 2013
Income tax expense		$	(835	)	$	(452	)	$	(1,287	)
Net income			2,530			(452	)		2,078
Net income attributable to DIRECTV			2,530			(452	)		2,078





Non-Guarantor Subsidiaries for the nine months ended September 30, 2013
Equity in income of consolidated subsidiaries		$	—		$	1,700		$	1,700
Income before income tax			554			1,700			2,254
Income tax expense			(521	)		365			(156	)
Net income			33			2,065			2,098
Net income attributable to DIRECTV			13			2,065			2,078



Schedule of reconciliation of the amounts previously reported to revised amounts as stated in the Condensed Consolidating Statement of Comprehensive Income	'






	Parent Guarantor for the three months ended September 30, 2013		As Previously			Adjustments			As Revised

			Reported
			(Dollars in Millions)
	Cash flows hedges:
	Unrealized gains arising during the period		$	—		$	78		$	78
	Reclassification adjustments included in net income			—			(61	)		(61	)
	Foreign currency translation adjustment			—			(3	)		(3	)
	Other comprehensive income			12			14			26
	Comprehensive income			711			14			725
	Comprehensive income attributable to DIRECTV			711			14			725





	Co-Issuers for the three months ended September 30, 2013
	Net income		$	652		$	(228	)	$	424
	Comprehensive income			669			(228	)		441
	Comprehensive income attributable to DIRECTV			669			(228	)		441





	Guarantor Subsidiaries for the three months ended September 30, 2013
	Net income		$	820		$	(282	)	$	538
	Comprehensive income			820			(282	)		538
	Comprehensive income attributable to DIRECTV			820			(282	)		538





	Non-Guarantor Subsidiaries for the three months ended September 30, 2013
	Net income		$	65		$	651		$	716
	Cash flows hedges:
	Unrealized gains arising during the period			—			78			78
	Reclassification adjustments included in net income			—			(61	)		(61	)
	Other comprehensive income (loss)			(3	)		17			14
	Comprehensive income			62			668			730
	Comprehensive income attributable to DIRECTV			51			668			719





	Parent Guarantor for the nine months ended September 30, 2013		As Previously Reported			Adjustments			As Revised
			(Dollars in Millions)
	Cash flows hedges:
	Unrealized gains arising during the period		$	—		$	51		$	51
	Reclassification adjustments included in net income			—			(13	)		(13	)
	Foreign currency translation adjustments			—			(37	)		(37	)
	Reclassification adjustment for net losses on securities recognized during the period			—			1			1
	Other comprehensive income			12			2			14
	Comprehensive income			2,061			2			2,063
	Comprehensive income attributable to DIRECTV			2,061			2			2,063





Co-Issuers for the nine months ended September 30, 2013
Net income		$	2,069		$	(369	)	$	1,700
Comprehensive income			2,107			(369	)		1,738
Comprehensive income attributable to DIRECTV			2,107			(369	)		1,738





Guarantor Subsidiaries for the nine months ended September 30, 2013
Net income		$	2,530		$	(452	)	$	2,078
Comprehensive income			2,530			(452	)		2,078
Comprehensive income attributable to DIRECTV			2,530			(452	)		2,078





Non-Guarantor Subsidiaries for the nine months ended September 30, 2013
Net income		$	33		$	2,065		$	2,098
Cash flows hedges:
Unrealized gains arising during the period			—			51			51
Reclassification adjustments included in net income			—			(13	)		(13	)
Other comprehensive loss			(50	)		38			(12	)
Comprehensive income (loss)			(17	)		2,103			2,086
Comprehensive income (loss) attributable to DIRECTV			(23	)		2,103			2,080



Schedule of reconciliation of the amounts previously reported to revised amounts as stated in the Condensed Consolidating Statement of Cash Flows	'






	Parent Guarantor for the nine months ended September 30, 2013		As Previously			Adjustments			As Revised
			Reported			Adjustments			As Revised
			(Dollars in Millions)
	Net cash provided by operating activities		$	1,096		$	529		$	1,625
	Cash flows from investing activities
	Proceeds from sale of investments			117			(117	)		—
	Intercompany funding			—			(190	)		(190	)
	Net cash provided by investing activities			1,684			(307	)		1,377
	Cash flows from financing activities
	Taxes paid in lieu of shares issued for share-based compensation			—			(61	)		(61	)
	Excess tax benefit from share-based compensation			—			24			24
	Intercompany payments			265			(185	)		80
	Net cash used in financing activities			(2,963	)		(222	)		(3,185	)





	Co-Issuers for the nine months ended September 30, 2013
	Net cash provided by (used in) operating activities		$	1,568		$	(3,092	)	$	(1,524	)
	Cash flows from investing activities
	Intercompany funding			—			(904	)		(904	)
	Net cash used in investing activities			—			(904	)		(904	)
	Cash flows from financing activities
	Intercompany payments			—			3,996			3,996
	Net cash provided by (used in) financing activities			(1,608	)		3,996			2,388





	Guarantor Subsidiaries for the nine months ended September 30, 2013
	Net cash provided by operating activities		$	1,623		$	3,035		$	4,658
	Cash flows from investing activities
	Intercompany funding			—			(3,996	)		(3,996	)
	Net cash used in investing activities			(1,574	)		(3,996	)		(5,570	)
	Cash flows from financing activities
	Intercompany payments			3			961			964
	Net cash provided by (used in) financing activities			(46	)		961			915





	Non-Guarantor Subsidiaries for the nine months ended September 30, 2013
	Net cash provided by operating activities		$	1,701		$	(435	)	$	1,266
	Cash flows from investing activities
	Proceeds from sale of investments			11			117			128
	Intercompany funding			—			(89	)		(89	)
	Net cash used in investing activities			(1,355	)		28			(1,327	)
	Cash flows from financing activities
	Intercompany payments (funding)			(268	)		407			139
	Net cash provided by (used in) financing activities			(219	)		407			188
Schedule of Condensed Consolidating Statement of Operations	'

	Condensed Consolidating Statement of Operations
	For the Three Months Ended September 30, 2014


			Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
			Guarantor						Subsidiaries			Guarantor						Consolidated
												Subsidiaries
			(Dollars in Millions)
	Revenues		$	—		$	—		$	6,506		$	1,911		$	(43	)	$	8,374
	Operating costs and expenses
	Costs of revenues, exclusive of depreciation and amortization expense
	Broadcast programming and other			—			—			3,057			714			(39	)		3,732
	Subscriber service expenses			—			—			397			211			—			608
	Broadcast operations expenses			—			—			74			35			(1	)		108
	Selling, general and administrative expenses, exclusive of depreciation and amortization expense
	Subscriber acquisition costs			—			—			776			205			(1	)		980
	Upgrade and retention costs			—			—			347			52			(1	)		398
	General and administrative expenses			24			1			306			241			(1	)		571
	Depreciation and amortization expense			—			—			435			320			—			755


	Total operating costs and expenses			24			1			5,392			1,778			(43	)		7,152


	Operating profit (loss)			(24	)		(1	)		1,114			133			—			1,222
	Equity in income of consolidated subsidiaries			626			696			—			567			(1,889	)		—
	Interest income			—			1			—			17			—			18
	Interest expense			—			(204	)		—			(11	)		—			(215	)
	Other, net			—			(2	)		7			(4	)		—			1


	Income before income taxes			602			490			1,121			702			(1,889	)		1,026
	Income tax benefit (expense)			9			77			(425	)		(72	)		—			(411	)


	Net income			611			567			696			630			(1,889	)		615
	Less: Net income attributable to noncontrolling interest			—			—			—			(4	)		—			(4	)


	Net income attributable to DIRECTV		$	611		$	567		$	696		$	626		$	(1,889	)	$	611





	Condensed Consolidating Statement of Operations-As Revised
	For the Three Months Ended September 30, 2013


			Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
			Guarantor						Subsidiaries			Guarantor						Consolidated
												Subsidiaries
			(Dollars in Millions)
	Revenues		$	—		$	—		$	6,170		$	1,723		$	(13	)	$	7,880
	Operating costs and expenses
	Costs of revenues, exclusive of depreciation and amortization expense
	Broadcast programming and other			—			—			2,904			548			(11	)		3,441
	Subscriber service expenses			—			—			391			192			—			583
	Broadcast operations expenses			—			—			68			32			(2	)		98
	Selling, general and administrative expenses, exclusive of depreciation and amortization expense
	Subscriber acquisition costs			—			—			756			185			—			941
	Upgrade and retention costs			—			—			359			52			—			411
General and administrative expenses			12			—			296			165			—			473
Depreciation and amortization expense			—			—			409			299			—			708


Total operating costs and expenses			12			—			5,183			1,473			(13	)		6,655


Operating profit (loss)			(12	)		—			987			250			—			1,225
Equity in income of consolidated subsidiaries			705			538			—			424			(1,667	)		—
Interest income			3			—			1			13			(2	)		15
Interest expense			—			(206	)		(1	)		23			2			(182	)
Other, net			—			—			6			37			—			43


Income before income taxes			696			332			993			747			(1,667	)		1,101
Income tax benefit (expense)			3			92			(455	)		(31	)		—			(391	)


Net income			699			424			538			716			(1,667	)		710
Less: Net income attributable to noncontrolling interest			—			—			—			(11	)		—			(11	)


Net income attributable to DIRECTV		$	699		$	424		$	538		$	705		$	(1,667	)	$	699





Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2014


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Revenues		$	—		$	—		$	18,865		$	5,588		$	(115	)	$	24,338
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other			—			—			8,625			2,091			(103	)		10,613
Subscriber service expenses			—			—			1,130			604			(1	)		1,733
Broadcast operations expenses			—			—			221			96			(5	)		312
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs			—			—			2,085			622			(2	)		2,705
Upgrade and retention costs			—			—			942			141			(2	)		1,081
General and administrative expenses			63			1			896			584			(2	)		1,542
Venezuelan currency devaluation charge			—			—			—			281			—			281
Depreciation and amortization expense			—			—			1,290			908			—			2,198


Total operating costs and expenses			63			1			15,189			5,327			(115	)		20,465


Operating profit (loss)			(63	)		(1	)		3,676			261			—			3,873
Equity in income of consolidated subsidiaries			2,020			2,296			—			1,882			(6,198	)		—
Interest income			—			1			1			41			—			43
Interest expense			(1	)		(646	)		(4	)		(26	)		—			(677	)
Other, net			(3	)		(20	)		25			91			—			93


Income before income taxes			1,953			1,630			3,698			2,249			(6,198	)		3,332
Income tax benefit (expense)			25			252			(1,402	)		(213	)		—			(1,338	)


Net income			1,978			1,882			2,296			2,036			(6,198	)		1,994
Less: Net income attributable to noncontrolling interest			—			—			—			(16	)		—			(16	)


Net income attributable to DIRECTV		$	1,978		$	1,882		$	2,296		$	2,020		$	(6,198	)	$	1,978





Condensed Consolidating Statement of Operations-As Revised
For the Nine Months Ended September 30, 2013


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Revenues		$	—		$	—		$	17,903		$	5,306		$	(49	)	$	23,160
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other			—			—			8,147			1,808			(43	)		9,912
Subscriber service expenses			—			—			1,102			572			—			1,674
Broadcast operations expenses			—			—			220			91			(6	)		305
Selling, general and administrative expenses, exclusive of depreciation and amortization expense
Subscriber acquisition costs			—			—			1,979			585			—			2,564
Upgrade and retention costs			—			—			1,002			151			—			1,153
General and administrative expenses			53			—			885			514			—			1,452
Venezuelan currency devaluation charge			—			—			—			166			—			166
Depreciation and amortization expense			—			—			1,225			892			—			2,117


Total operating costs and expenses			53			—			14,560			4,779			(49	)		19,343


Operating profit (loss)			(53	)		—			3,343			527			—			3,817
Equity in income of consolidated subsidiaries			2,078			2,078			—			1,700			(5,856	)		—
Interest income			13			—			2			49			(8	)		56
Interest expense			(1	)		(613	)		(2	)		(10	)		8			(618	)
Other, net			(4	)		—			22			(12	)		—			6


Income before income taxes			2,033			1,465			3,365			2,254			(5,856	)		3,261
Income tax benefit (expense)			16			235			(1,287	)		(156	)		—			(1,192	)


Net income			2,049			1,700			2,078			2,098			(5,856	)		2,069
Less: Net income attributable to noncontrolling interest			—			—			—			(20	)		—			(20	)


Net income attributable to DIRECTV		$	2,049		$	1,700		$	2,078		$	2,078		$	(5,856	)	$	2,049




Schedule of Condensed Consolidating Statement of Comprehensive Income	'

	Condensed Consolidating Statement of Comprehensive Income
	For the Three Months Ended September 30, 2014


			Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
			Guarantor						Subsidiaries			Guarantor						Consolidated
												Subsidiaries
			(Dollars in Millions)
	Net income		$	611		$	567		$	696		$	630		$	(1,889	)	$	615
	Other comprehensive income (loss), net of taxes:
	Defined benefit plans:
	Gains related to changes in plan experience and actuarial assumptions arising during the period			7			—			—			—			—			7
	Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			8			—			—			—			—			8
	Cash flows hedges:
	Unrealized losses arising during the period			(49	)		(49	)		—			(49	)		98			(49	)
	Reclassification adjustments included in net income			94			94			—			94			(188	)		94
	Foreign currency translation adjustments			(96	)		—			—			(106	)		96			(106	)


	Other comprehensive income (loss)			(36	)		45			—			(61	)		6			(46	)


	Comprehensive income			575			612			696			569			(1,883	)		569
	Less: Comprehensive loss attributable to noncontrolling interest			—			—			—			6			—			6


	Comprehensive income attributable to DIRECTV		$	575		$	612		$	696		$	575		$	(1,883	)	$	575





	Condensed Consolidating Statement of Comprehensive Income-As Revised
	For the Three Months Ended September 30, 2013


			Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
			Guarantor						Subsidiaries			Guarantor						Consolidated
												Subsidiaries
			(Dollars in Millions)
	Net income		$	699		$	424		$	538		$	716		$	(1,667	)	$	710
	Other comprehensive income (loss), net of taxes:
	Defined benefit plans:
	Loss related to changes in plan experience and actuarial assumptions arising during the period			(1	)		—			—			—			—			(1	)
	Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			12			—			—			—			—			12
	Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost			1			—			—			—			—			1
	Cash flows hedges:
	Unrealized gains arising during the period			78			78			—			78			(156	)		78
	Reclassification adjustments included in net income			(61	)		(61	)		—			(61	)		122			(61	)
	Foreign currency translation adjustments			(3	)		—			—			(3	)		3			(3	)


	Other comprehensive income			26			17			—			14			(31	)		26


	Comprehensive income			725			441			538			730			(1,698	)		736
	Less: Comprehensive income attributable to noncontrolling interest			—			—			—			(11	)		—			(11	)


	Comprehensive income attributable to DIRECTV		$	725		$	441		$	538		$	719		$	(1,698	)	$	725





Condensed Consolidating Statement of Comprehensive Income
For the Nine Months Ended September 30, 2014


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Net income		$	1,978		$	1,882		$	2,296		$	2,036		$	(6,198	)	$	1,994
Other comprehensive income (loss), net of taxes:
Defined benefit plans:
Gains related to changes in plan experience and actuarial assumptions arising during the period			7			—			—			—			—			7
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			8			—			—			—			—			8
Cash flows hedges:
Unrealized losses arising during the period			(50	)		(50	)		—			(50	)		100			(50	)
Reclassification adjustments included in net income			58			58			—			58			(116	)		58
Foreign currency translation adjustments			(32	)		—			—			(35	)		32			(35	)


Other comprehensive income (loss)			(9	)		8			—			(27	)		16			(12	)


Comprehensive income			1,969			1,890			2,296			2,009			(6,182	)		1,982
Less: Comprehensive income attributable to noncontrolling interest			—			—			—			(13	)		—			(13	)


Comprehensive income attributable to DIRECTV		$	1,969		$	1,890		$	2,296		$	1,996		$	(6,182	)	$	1,969





Condensed Consolidating Statement of Comprehensive Income-As Revised
For the Nine Months Ended September 30, 2013


		Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
		Guarantor						Subsidiaries			Guarantor						Consolidated
											Subsidiaries
		(Dollars in Millions)
Net income		$	2,049		$	1,700		$	2,078		$	2,098		$	(5,856	)	$	2,069
Other comprehensive income (loss), net of taxes:
Defined benefit plans:
Loss related to changes in plan experience and actuarial assumptions arising during the period			(1	)		—			—			—			—			(1	)
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost			12			—			—			—			—			12
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost			1			—			—			—			—			1
Cash flows hedges:
Unrealized gains arising during the period			51			51			—			51			(102	)		51
Reclassification adjustments included in net income			(13	)		(13	)		—			(13	)		26			(13	)
Foreign currency translation adjustments			(37	)		—			—			(51	)		37			(51	)
Available for sale securities:
Reclassification adjustment for net losses recognized during the period			1			—			—			1			(1	)		1


Other comprehensive income (loss)			14			38			—			(12	)		(40	)		—


Comprehensive income			2,063			1,738			2,078			2,086			(5,896	)		2,069
Less: Comprehensive income attributable to noncontrolling interest			—			—			—			(6	)		—			(6	)


Comprehensive income attributable to DIRECTV		$	2,063		$	1,738		$	2,078		$	2,080		$	(5,896	)	$	2,063




Schedule of Condensed Consolidating Balance Sheet	'

	Condensed Consolidating Balance Sheet
	As of September 30, 2014


			Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
			Guarantor						Subsidiaries			Guarantor						Consolidated
												Subsidiaries
			(Dollars in Millions)
	ASSETS
	Total current assets		$	1,073		$	1,598		$	2,513		$	1,710		$	(379	)	$	6,515
	Satellites, net			—			—			1,747			738			—			2,485
	Property and equipment, net			—			—			3,833			2,952			—			6,785
	Goodwill			—			1,828			1,363			764			—			3,955
	Intangible assets, net			—			—			514			377			(8	)		883
	Intercompany receivables			4,882			11,233			26,698			1,556			(44,369	)		—
	Investment in subsidiaries			(9,682	)		20,181			—			(11,780	)		1,281			—
	Investments and other assets			94			145			353			1,473			(94	)		1,971


	Total assets		$	(3,633	)	$	34,985		$	37,021		$	(2,210	)	$	(43,569	)	$	22,594




	LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	Total current liabilities		$	298		$	1,465		$	3,694		$	1,394		$	(379	)	$	6,472
	Long-term debt			—			18,167			—			144			—			18,311
	Deferred income taxes			—			20			1,577			256			(94	)		1,759
	Intercompany liabilities			1,625			26,676			11,233			4,835			(44,369	)		—
	Other liabilities and deferred credits			389			437			336			455			(8	)		1,609
	Stockholders' equity (deficit)
	Common stock and additional paid-in capital			3,569			34			5,004			3,606			(8,644	)		3,569
	Retained earnings (accumulated deficit)			(9,180	)		(11,837	)		15,177			(13,063	)		9,723			(9,180	)
	Accumulated other comprehensive income (loss)			(334	)		23			—			(225	)		202			(334	)


	Total DIRECTV stockholders' equity (deficit)			(5,945	)		(11,780	)		20,181			(9,682	)		1,281			(5,945	)
	Noncontrolling interest			—			—			—			388			—			388


	Total stockholders' equity (deficit)			(5,945	)		(11,780	)		20,181			(9,294	)		1,281			(5,557	)


	Total liabilities and stockholders' equity (deficit)		$	(3,633	)	$	34,985		$	37,021		$	(2,210	)	$	(43,569	)	$	22,594





	Condensed Consolidating Balance Sheet
	As of December 31, 2013


			Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
			Guarantor						Subsidiaries			Guarantor						Consolidated
												Subsidiaries
			(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			4,799			7,820			20,988			1,386			(34,993	)		—
Investment in subsidiaries			(10,177	)		17,812			—			(12,247	)		4,612			—
Investments and other assets			92			190			361			1,416			(114	)		1,945


Total assets		$	(4,307	)	$	28,783		$	31,350		$	(2,907	)	$	(31,014	)	$	21,905




LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total current liabilities		$	448		$	1,478		$	3,812		$	1,303		$	(511	)	$	6,530
Long-term debt			—			18,203			—			81			—			18,284
Deferred income taxes			—			9			1,632			277			(114	)		1,804
Intercompany liabilities			1,390			21,019			7,820			4,764			(34,993	)		—
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	)		(12,286	)		12,882			(13,620	)		13,024			(9,874	)
Accumulated other comprehensive income (loss)			(322	)		14			—			(228	)		214			(322	)


Total stockholders' equity (deficit)			(6,544	)		(12,247	)		17,812			(10,177	)		4,612			(6,544	)


Total liabilities and stockholders' equity (deficit)		$	(4,307	)	$	28,783		$	31,350		$	(2,907	)	$	(31,014	)	$	21,905




Schedule of Condensed Consolidating Statement of Cash Flows	'

	Condensed Consolidating Statement of Cash Flows
	For the Nine Months Ended September 30, 2014


			Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
			Guarantor						Subsidiaries			Guarantor						Consolidated
												Subsidiaries
			(Dollars in Millions)
	Cash flows from operating activities
	Net cash provided by (used in) operating activities		$	1,005		$	(1,686	)	$	4,906		$	1,611		$	(1,110	)	$	4,726


	Cash flows from investing activities
	Cash paid for property and equipment			—			—			(1,237	)		(970	)		—			(2,207	)
	Cash paid for satellites			—			—			(52	)		(137	)		—			(189	)
	Investment in companies, net of cash acquired			—			—			(1	)		(13	)		—			(14	)
	Proceeds from sale of investments			—			—			16			14			—			30
	Return of capital from subsidiary			425			—			—			—			(425	)		—
	Intercompany payments (funding)			256			(945	)		(4,554	)		109			5,134			—
	Other, net			—			—			—			(4	)		—			(4	)


	Net cash provided by (used in) investing activities			681			(945	)		(5,828	)		(1,001	)		4,709			(2,384	)


	Cash flows from financing activities
	Proceeds from short-term borrowings			—			300			—			—			—			300
	Repayment of short-term borrowings			—			(371	)		—			—			—			(371	)
	Proceeds from long-term debt			—			1,245			—			161			—			1,406
	Debt issuance costs			—			(7	)		—			—			—			(7	)
	Repayment of long-term debt			—			(1,000	)		—			(44	)		—			(1,044	)
	Repayment of other long-term obligations			—			—			(21	)		(29	)		—			(50	)
	Common shares repurchased and retired			(1,386	)		—			—			—			—			(1,386	)
	Stock options exercised			10			—			—			—			—			10
	Taxes paid in lieu of shares issued for share-based compensation			(58	)		—			(48	)		(10	)		58			(58	)
	Excess tax benefit from share-based compensation			23			—			18			5			(23	)		23
	Intercompany payments (funding)			(107	)		4,542			989			(290	)		5,134			—
	Cash dividend to Parent			—			(1,500	)		—			—			1,500			—
	Other, net			—			(26	)		—			(38	)		—			(64	)


	Net cash provided by (used in) financing activities			(1,518	)		3,183			938			(245	)		3,599			(1,241	)


	Effect of exchange rate changes on Venezuelan cash and cash equivalents			—			—			—			(383	)		—			(383	)


	Net increase (decrease) in cash and cash equivalents			168			552			16			(18	)		—			718
	Cash and cash equivalents at beginning of the period			498			791			6			885			—			2,180


	Cash and cash equivalents at end of the period		$	666		$	1,343		$	22		$	867		$	—		$	2,898





	Condensed Consolidating Statement of Cash Flows-As Revised
	For the Nine Months Ended September 30, 2013


			Parent			Co-Issuers			Guarantor			Non-			Eliminations			DIRECTV
Guarantor			Subsidiaries						Guarantor			Consolidated
									Subsidiaries
			(Dollars in Millions)
Cash flows from operating activities
Net cash provided by (used in) operating activities		$	1,625		$	(1,524	)	$	4,658		$	1,266		$	(1,670	)	$	4,355


Cash flows from investing activities
Cash paid for property and equipment			—			—			(1,327	)		(1,144	)		—			(2,471	)
Cash paid for satellites			—			—			(154	)		(122	)		—			(276	)
Investment in companies, net of cash acquired			—			—			(38	)		(9	)		—			(47	)
Proceeds from sale of investments			—			—			12			128			—			140
Return of capital from subsidiary			1,567			—			—			—			(1,567	)		—
Intercompany funding			(190	)		(904	)		(3,996	)		(89	)		5,179			—
Other, net			—			—			(67	)		(91	)		—			(158	)


Net cash provided by (used in) investing activities			1,377			(904	)		(5,570	)		(1,327	)		3,612			(2,812	)


Cash flows from financing activities
Issuance of commercial paper (maturity 90 days or less), net			—			90			—			—			—			90
Proceeds from short-term borrowings			—			441			—			—			—			441
Repayment of short-term borrowings			—			(327	)		—			—			—			(327	)
Proceeds from borrowings under revolving credit facility			—			10			—			—			—			10
Repayment of borrowings under revolving credit facility			—			(10	)		—			—			—			(10	)
Proceeds from long-term debt			—			1,390			—			94			—			1,484
Debt issuance costs			—			(8	)		—			—			—			(8	)
Repayment of long-term debt			—			—			—			(9	)		—			(9	)
Repayment of other long-term obligations			—			—			(18	)		(30	)		—			(48	)
Common shares repurchased and retired			(3,228	)		—			—			—			—			(3,228	)
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			80			3,996			964			139			(5,179	)		—
Cash dividend to Parent			—			(3,200	)		—			—			3,200			—
Other, net			—			6			—			—			—			6


Net cash provided by (used in) financing activities			(3,185	)		2,388			915			188			(1,942	)		(1,636	)


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


Net increase (decrease) in cash and cash equivalents			(183	)		(40	)		3			(60	)		—			(280	)
Cash and cash equivalents at beginning of the period			408			728			11			755			—			1,902


Cash and cash equivalents at end of the period		$	225		$	688		$	14		$	695		$	—		$	1,622

Description_of_Business_and_Ba1

Description of Business and Basis of Presentation (Details) (USD $)	3 Months Ended	9 Months Ended	0 Months Ended				0 Months Ended
In Millions, except Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2014	Apr. 16, 2013	Sep. 30, 2014	Sep. 30, 2014	18-May-14	18-May-14	Sep. 30, 2014
		item	Regional sports networks	Game Show Network, LLC	Sky Brasil	AT&T	AT&T	Sky Mexico
			DSN				DIRECTV
Description of Business and Basis of Presentation	'	'	'	'	'	'	'	'
Number of regional sports networks owned and operated by the entity	'	2	'	'	'	'	'	'
Ownership interests	'	'	'	'	'	'	'	'
Ownership percentage of equity method investment	'	'	'	42.00%	'	'	'	41.00%
Ownership percentage in subsidiary	'	'	'	'	93.00%	'	'	'
Ownership interest transferred (as a percent)	'	'	100.00%	'	'	'	'	'
Proposed AT&T Merger Transaction	'	'	'	'	'	'	'	'
Share price (in dollars per share)	'	'	'	'	'	'	$95	'
Share price in cash (in dollars per share)	'	'	'	'	'	'	$28.50	'
Share price in stock (in dollars per share)	'	'	'	'	'	'	$66.50	'
Stock portion of shares to be received by shareholders if stock price is below $34.90 at closing	'	'	'	'	'	'	1.905	'
Stock price at closing, low end (in dollars per share)	'	'	'	'	'	$34.90	'	'
Stock portion of shares to be received by shareholders if stock price is above $38.58 at closing	'	'	'	'	'	'	1.724	'
Stock price at closing, high end (in dollars per share)	'	'	'	'	'	$38.58	'	'
Period within which transaction is expected to close	'	'	'	'	'	'	'12 months	'
Costs recognized for proposed combination	$19	$39	'	'	'	'	'	'

Acquisition_and_Divestiture_De

Acquisition and Divestiture (Details) (Houston Regional Sports Networks, Subsequent event, Forecast, USD $)	1 Months Ended
In Millions, unless otherwise specified	Oct. 31, 2014
Acquisition and Divestiture	'
Equity interest acquired (as a percent)	60.00%
Contribution to regional sports network for operations	$30
AT&T	'
Acquisition and Divestiture	'
Equity interest acquired (as a percent)	40.00%

Acquisition_and_Divestiture_De1

Acquisition and Divestiture (Details 2) (USD $)	0 Months Ended	9 Months Ended
In Millions, unless otherwise specified	Apr. 16, 2013	Sep. 30, 2013
Acquisition and Divestiture	'	'
Pre-tax charge on deconsolidation	'	$59
DSN	'	'
Acquisition and Divestiture	'	'
Ownership interest transferred (as a percent)	100.00%	'
Pre-tax charge on deconsolidation	'	59
After-tax charge on deconsolidation	'	$56

Goodwill_Details

Goodwill (Details) (USD $)	9 Months Ended			9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013
	Sep. 30, 2014	DIRECTV U.S.	DIRECTV U.S.	Sky Brasil	PanAmericana and Other	PanAmericana and Other	Sports Networks, Eliminations and Other	Sports Networks, Eliminations and Other
Changes in the carrying amounts of goodwill	'	'	'	'	'	'	'	'
Goodwill, beginning balance	$3,970	$3,191	$3,191	$346	$211	$211	$222	$222
Sky Brasil foreign currency translation adjustment	-15	'	'	-15	'	'	'	'
Goodwill, ending balance	$3,955	$3,191	$3,191	$331	$211	$211	$222	$222

Debt_Details

Debt (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Debt instrument	'	'
Current debt, Commercial paper	$129	$200
Current debt, Current portion of long-term debt	1,200	1,000
Long-term debt, Senior notes	18,167	18,203
Total debt	19,750	19,540
Interest accrued on outstanding debt	150	271
BNDES financing facility	'	'
Debt instrument	'	'
Current debt, Current portion of borrowings under financing facility	110	56
Long-term debt, borrowings under financing facility	124	81
Desenvolve SP financing facility	'	'
Debt instrument	'	'
Long-term debt, borrowings under financing facility	$20	'

Debt_Details_2

Debt (Details 2)

9 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Mar. 20, 2014

Jun. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Jan. 10, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

13-May-13

Sep. 30, 2014

Dec. 31, 2013

Mar. 17, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

USD ($)

Senior notes 4.750% due 2014

Senior notes 3.550% due 2015

Senior notes 3.125% due 2016

Senior notes 3.500% due 2016

Senior notes 2.400% due 2017

Senior notes 1.750% due in 2018

Senior notes 5.875% due 2019

Senior notes 5.200% Due 2020

Senior notes 4.600% due 2021

Senior notes 5.000% due 2021

Senior notes 3.800% due 2022

Senior notes 2.750% due 2023

Senior notes 4.450% due 2024

Senior notes 4.375% due 2029

Senior notes 5.200% due 2033

Senior notes 6.350% due 2040

Senior notes 6.000% due 2040

Senior notes 6.375% due 2041

Senior notes 5.150% due 2042

USD ($)

EUR (€)

USD ($)

Debt instrument

Basis for variable interest rate

'Treasury Rate

Interest rate added to variable base rate (as a percent)

0.40%

Principal amount

$19,415

$1,000

$1,200

$750

$1,500

$1,250

$750

$1,000

$1,300

$1,000

$1,500

$650

€ 500

$632

$1,250

$1,216

$567

$500

$1,250

$1,000

$1,250

Cash payment to redeem Notes

1,022

U.S. dollars based exchange rate

1.3

Senior notes

19,367

19,203

1,000

1,200

750

1,499

1,249

746

744

996

1,299

1,000

999

1,494

1,495

1,501

1,499

629

684

1,252

1,204

1,229

565

577

500

1,235

1,000

1,248

Senior note, interest rate (as a percent)

4.75%

3.55%

3.13%

3.50%

2.40%

1.75%

5.88%

5.20%

4.60%

5.00%

3.80%

2.75%

4.45%

4.38%

5.20%

6.35%

6.00%

6.38%

5.15%

Proceeds, net of discount

1,406

1,484

743

646

497

1,245

Debt issuance costs

Fair value adjustment

($1)

Debt_Details_3

Debt (Details 3)

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

USD ($)

Commercial Paper

Revolving Credit Facility

Revolving Credit Facility, Series One

Revolving Credit Facility, Series Two

Desenvolve SP financing facility

BNDES financing facility

USD ($)

Sky Brasil

USD ($)

BRL

USD ($)

BRL

USD ($)

BRL

Set-top receivers

item

USD ($)

BRL

Debt instrument

Senior notes, fair value

$20,765,000,000

$19,424,000,000

2014

23,000,000

56,000,000

2015

1,200,000,000

113,000,000

277,000,000

2016

2,250,000,000

80,000,000

196,000,000

2017

1,250,000,000

18,000,000

44,000,000

2018

750,000,000

Thereafter

13,965,000,000

Current debt, Commercial paper

129,000,000

200,000,000

129,000,000

Borrowing capacity under credit facility

1,000,000,000

1,500,000,000

Borrowing capacity under credit facility

2,500,000,000

Installment period of repayment from date of each borrowing

'5 years

Loans outstanding

20,000,000

48,000,000

234,000,000

573,000,000

137,000,000

320,000,000

U.S. dollars based exchange rate

2.45

2.34

2.45

Commitment fee for unused commitment for revolving credit facility (as a percent)

0.15%

Senior unsecured credit facility, basis for variable interest rate

'London interbank offer rate (LIBOR)

Senior unsecured credit facility, interest rate added to variable base rate (as a percent)

1.25%

Weighted average remaining maturity period

'43 days

Weighted average yield (as a percent)

0.42%

Maximum Additional borrowing capacity

500,000,000

Original purchase price

326,000,000

800,000,000

Restricted cash

$10,000,000

$7,000,000

Weighted-average interest rate (as a percent)

2.50%

4.75%

3.07%

Number of monthly installments to repay borrowings

Derivative_Financial_Instrumen2

Derivative Financial Instruments (Details)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Sep. 30, 2014

13-May-13

Sep. 30, 2014

Mar. 17, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 11, 2012

13-May-13

Nov. 13, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Jun. 30, 2014

Mar. 31, 2014

Mar. 17, 2014

Sep. 30, 2014

Jun. 30, 2014

Sep. 30, 2014

Jun. 30, 2014

Sep. 30, 2014

Jun. 30, 2014

Sep. 30, 2014

USD ($)

Senior notes 4.375% due 2029

Senior notes 2.750% due 2023

Senior notes 5.200% due 2033

Senior notes 4.450% due 2024

Senior notes 5.000% due 2021

Senior notes 3.800% due 2022

Cash flow hedges

Cross-currency swap contracts

Interest rate swap contracts

Forward-starting interest rate swap contracts

Fixed-to-floating interest rate swap contracts

USD ($)

EUR (€)

USD ($)

Senior notes 4.375% due 2029

Senior notes 2.750% due 2023

Senior notes 5.200% due 2033

Cash flow hedges

Fair value hedges

USD ($)

Senior notes 4.450% due 2024

USD ($)

Senior notes 4.450% due 2024

Senior notes 5.000% due 2021

Senior notes 3.800% due 2022

Senior notes 5.000% due in 2021 and senior notes 3.800% due in 2022

Fair value hedges

GBP (£)

EUR (€)

GBP (£)

USD ($)

Senior notes 5.000% due 2021

Senior notes 3.800% due 2022

USD ($)

Derivative financial instruments

Assets

$61

$112

Assets

Interest rate swap contracts, Assets

Liabilities

Total fair value of derivative financial instruments, Assets

115

Total fair value of derivative financial instruments, Liabilities

Derivative financial instruments

Total notional amount of derivative financial instruments

5,418

2,918

2,418

500

3,000

1,000

Cash collateral from counterparties

Principal

19,415

1,216

632

650

500

567

1,250

1,500

750

500

350

3,000

Senior note, interest rate (as a percent)

4.38%

2.75%

5.20%

4.45%

5.00%

3.80%

4.38%

2.75%

5.20%

4.45%

5.00%

3.80%

5.00%

3.80%

Amount reclassified from accumulated other comprehensive gain (loss) into other, net

-150

-92

-22

Net foreign currency transaction losses

-92

-22

After tax gain (loss) reclassified from accumulated other comprehensive loss into other, net

-94

-58

-13

Amount of ineffectiveness measured

-2

0.4

Notional amount of terminated derivative financial instruments

1,000

Aggregate cash proceeds received

Interest receivable on terminated derivative financial instruments

Fair value adjustment

-1

Increase in carrying amount of debt instrument

Gain on termination of derivative financial instruments

Amount recorded in "Accumulated other comprehensive loss"

Commitments_and_Contingencies_

Commitments and Contingencies (Details)	3 Months Ended		9 Months Ended				0 Months Ended
In Millions, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Feb. 28, 2013	21-May-14	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014
	USD ($)	USD ($)	USD ($)	USD ($)	VEF	VEF	Proposed DIRECTV and AT&T Merger	Venezuelan Subsidiary	SICAD 1	SICAD 2
							item	USD ($)	VEF	VEF
Unrecorded purchase commitments	'	'	'	'	'	'	'	'	'	'
Minimum payments under agreements to purchase	'	'	$16,666	'	'	'	'	'	'	'
Remainder of 2014	'	'	582	'	'	'	'	'	'	'
2015	'	'	2,130	'	'	'	'	'	'	'
2016	'	'	1,983	'	'	'	'	'	'	'
2017	'	'	1,797	'	'	'	'	'	'	'
2018	'	'	1,694	'	'	'	'	'	'	'
Thereafter	'	'	8,480	'	'	'	'	'	'	'
Loss contingencies	'	'	'	'	'	'	'	'	'	'
Exchange rate set by the Venezuelan government (in bolivars fuerte per U.S. dollar)	'	'	'	'	6.3	4.3	'	'	'	'
Pre-tax charge related to remeasurement of bolivar denominated net monetary assets due to devaluation	281	166	281	166	'	'	'	'	'	'
After-tax charge related to remeasurement of bolivar denominated net monetary assets due to devaluation	'	136	'	'	'	'	'	'	'	'
Exchange rate (in bolivars fuerte per U.S. dollar)	'	'	'	'	'	'	'	'	12	49.99
Number of lawsuits filed in Delaware Chancery Court	'	'	'	'	'	'	6	'	'	'
Number of lawsuits filed in California Superior Court	'	'	'	'	'	'	1	'	'	'
Venezuelan bolivar fuerte denominated assets in excess liabilities	'	'	'	'	'	'	'	494	'	'
Venezuelan bolivars fuerte denominated cash	'	'	'	'	'	'	'	547	'	'
In-orbit satellites, net book value	'	'	1,218	'	'	'	'	'	'	'
Other	'	'	'	'	'	'	'	'	'	'
Contingent liability for standby letters of credit	'	'	$313	'	'	'	'	'	'	'

Related_Party_Transactions_Det

Related Party Transactions (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Related party transactions	'	'	'	'	'
Revenues	$3	$2	$7	$5	'
Expenses	281	235	822	717	'
Accounts receivable	5	'	5	'	18
Accounts payable	152	'	152	'	100
Long-term liability	$116	'	$116	'	$69

Stockholders_Deficit_and_Nonco2

Stockholders' Deficit and Noncontrolling Interest (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Stockholders' Deficit and Noncontrolling Interest	'	'
Common stock, shares authorized	3,950,000,000	3,950,000,000
Common stock, par value (in dollars per share)	$0.01	$0.01
Preferred stock, shares authorized	50,000,000	'
Preferred stock, par value (in dollars per share)	$0.01	'
Preferred stock, shares outstanding	0	0

Stockholders_Deficit_and_Nonco3

Stockholders' Deficit and Noncontrolling Interest (Details 2) (USD $)	3 Months Ended	9 Months Ended				1 Months Ended
	Mar. 31, 2014	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2013	Feb. 28, 2014
	Mar. 31, 2014	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Sky Brasil	Maximum
Information regarding shares repurchased and retired	'	'	'	'	'	'
Stock repurchases authorized	'	'	'	'	'	$3,500,000,000
Total cost of repurchased shares	'	1,386,000,000	3,273,000,000	'	'	'
Average price per share (in dollars per share)	'	$73.82	$56.46	'	'	'
Number of shares repurchased and retired	'	18,774,194	57,961,428	'	'	'
Estimated fair value of Globo's interest in Sky Brasil	'	'	'	375,000,000	375,000,000	'
Noncontrolling interest, ownership percentage	'	'	'	'	7.00%	'
Noncontrolling interest	$375,000,000	$375,000,000	'	'	'	'

Stockholders_Deficit_and_Nonco4

Stockholders' Deficit and Noncontrolling Interest (Details 3) (USD $)

3 Months Ended

9 Months Ended

In Millions, except Share data, unless otherwise specified

Sep. 30, 2014

Mar. 31, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

DIRECTV Common Shares

Common Stock and Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Total DIRECTV Stockholders' Deficit

Noncontrolling Interest

Increase (Decrease) in Stockholders' Equity

Beginning balance (in shares)

519,306,232

586,839,817

Balance

($6,544)

$3,652

$4,021

($9,874)

($9,210)

($322)

($242)

($6,544)

($5,431)

Net income

615

710

1,994

2,069

1,978

2,049

1,978

2,049

Stock repurchased and retired (in shares)

-18,774,194

-57,961,428

-18,774,194

-57,961,428

Stock repurchased and retired

-1,386

-3,273

-130

-397

-1,256

-2,876

-1,386

-3,273

Stock options exercised and restricted stock units vested and distributed (in shares)

1,704,523

1,974,496

Stock options exercised and restricted stock units vested and distributed

-46

-61

-46

-61

Share-based compensation expense

Tax benefit from share-based compensation

Adjustment to the fair value of redeemable noncontrolling interest

Other

-28

-1

-28

-1

Other comprehensive loss

-46

-12

CTA adjustment allocated to noncontrolling interest

-3

Noncontrolling interest

375

Ending balance (in shares)

502,236,561

530,852,885

Balance

($5,557)

$3,569

$3,671

($9,180)

($10,037)

($334)

($242)

($5,945)

($6,608)

$388

Stockholders_Deficit_and_Nonco5

Stockholders' Deficit and Noncontrolling Interest (Details 4) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Mar. 31, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Change in the redeemable noncontrolling interest	'	'	'	'
Beginning balance, Redeemable Noncontrolling Interest	$375	'	$375	'
Net income attributable to noncontrolling interest	'	11	'	20
Noncontrolling interest	375	'	375	'
Redeemable Noncontrolling Interest	'	'	'	'
Change in the redeemable noncontrolling interest	'	'	'	'
Beginning balance, Redeemable Noncontrolling Interest	375	'	375	400
Net income attributable to noncontrolling interest	'	'	'	20
Noncontrolling interest	'	'	-375	'
Adjustment to the fair value of redeemable noncontrolling interest	'	'	'	-6
Other comprehensive loss	'	'	'	-14
Ending balance, Redeemable Noncontrolling Interest	'	$400	'	$400

Stockholders_Deficit_and_Nonco6

Stockholders' Deficit and Noncontrolling Interest (Details 5) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Gains (losses) related to changes in plan experience and actuarial assumptions arising during the period	'	'	'	'
Pre-Tax	$11	($2)	$11	($2)
Tax Benefit (Expense)	-4	1	-4	1
Net of Tax	7	-1	7	-1
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost	'	'	'	'
Pre-Tax	13	19	13	19
Tax Benefit (Expense)	-5	-7	-5	-7
Net of Tax	8	12	8	12
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost	'	'	'	'
Pre-Tax	'	2	'	2
Tax Benefit (Expense)	'	-1	'	-1
Net of Tax	'	1	'	1
Unrealized gains (losses) arising during the period	'	'	'	'
Pre-Tax	-78	125	-80	83
Tax Benefit (Expense)	29	-47	30	-32
Net of Tax	-49	78	-50	51
Reclassification adjustments included in "Other, net"	'	'	'	'
Pre-Tax	150	-99	92	-22
Tax Benefit (Expense)	-56	38	-34	9
Net of Tax	94	-61	58	-13
Foreign currency translation adjustments	'	'	'	'
Pre-Tax	-158	-5	-37	-81
Tax Benefit (Expense)	52	2	2	30
Net of Tax	-106	-3	-35	-51
Reclassification adjustment for net losses recognized during period included in "Other, net"	'	'	'	'
Pre-tax	'	'	'	2
Tax Benefit (Expense)	'	'	'	-1
Net of Tax	'	'	'	1
Other comprehensive income (loss)	'	'	'	'
Pre-Tax	-62	40	-1	1
Tax Benefit (Expense)	16	-14	-11	-1
Other comprehensive income (loss)	-46	26	-12	'
Changes in accumulated other comprehensive loss	'	'	'	'
Balance at the beginning of the period	'	'	-322	-242
Other comprehensive income (loss)	-46	26	-12	'
Balance at the end of the period	-334	-242	-334	-242
Defined Benefit Plan Items	'	'	'	'
Other comprehensive income (loss)	'	'	'	'
Other comprehensive income (loss)	'	'	15	12
Changes in accumulated other comprehensive loss	'	'	'	'
Balance at the beginning of the period	'	'	-123	-184
Other comprehensive income (loss)	'	'	15	12
Balance at the end of the period	-108	-172	-108	-172
Gains (Losses) on Cash Flow Hedges	'	'	'	'
Other comprehensive income (loss)	'	'	'	'
Other comprehensive income (loss)	'	'	8	38
Changes in accumulated other comprehensive loss	'	'	'	'
Balance at the beginning of the period	'	'	14	-17
Other comprehensive income (loss)	'	'	8	38
Balance at the end of the period	22	21	22	21
Foreign Currency Items	'	'	'	'
Other comprehensive income (loss)	'	'	'	'
Other comprehensive income (loss)	'	'	-35	-51
Changes in accumulated other comprehensive loss	'	'	'	'
Balance at the beginning of the period	'	'	-213	-40
Other comprehensive income (loss)	'	'	-35	-51
Balance at the end of the period	-248	-91	-248	-91
Unrealized Gains (Losses) on Available for Sale securities	'	'	'	'
Other comprehensive income (loss)	'	'	'	'
Other comprehensive income (loss)	'	'	'	1
Changes in accumulated other comprehensive loss	'	'	'	'
Balance at the beginning of the period	'	'	'	-1
Other comprehensive income (loss)	'	'	'	$1

Earnings_Per_Common_Share_Deta

Earnings Per Common Share (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings Per Common Share	'	'	'	'
Common stock options excluded from the computation of diluted EPS (in shares)	0.2	'	0.2	0.9
Basic EPS	'	'	'	'
Net income attributable to DIRECTV	$611	$699	$1,978	$2,049
Weighted average number of common shares outstanding	502	541	505	557
Earnings per share attributable to DIRECTV (in dollars per share)	$1.22	$1.29	$3.92	$3.68
Effect of dilutive securities	'	'	'	'
Dilutive effect of stock options and restricted stock units (in shares)	5	4	5	5
Dilutive effect of stock options and restricted stock units, per share amount (in dollars per share)	($0.01)	($0.01)	($0.04)	($0.03)
Diluted EPS	'	'	'	'
Adjusted net income attributable to DIRECTV	$611	$699	$1,978	$2,049
Weighted average number of common shares outstanding	507	545	510	562
Net Income (in dollars per share)	$1.21	$1.28	$3.88	$3.65

Segment_Reporting_Details

Segment Reporting (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment reporting information	'	'	'	'
Total revenues	$8,374	$7,880	$24,338	$23,160
Operating profit (loss)	1,222	1,225	3,873	3,817
Depreciation and amortization expense	755	708	2,198	2,117
Operating Profit (Loss) Before Depreciation and Amortization	1,977	1,933	6,071	5,934
DIRECTV Latin America	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	1,820	1,662	5,330	5,076
Operating profit (loss)	137	262	253	518
Depreciation and amortization expense	316	296	897	875
Operating Profit (Loss) Before Depreciation and Amortization	453	558	1,150	1,393
Operating segments	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	8,374	7,880	24,338	23,160
Operating segments \| DIRECTV Latin America	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	1,820	1,662	5,330	5,076
DIRECTV U.S.	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	6,506	6,170	18,865	17,903
Operating profit (loss)	1,113	987	3,675	3,343
Depreciation and amortization expense	435	409	1,290	1,225
Operating Profit (Loss) Before Depreciation and Amortization	1,548	1,396	4,965	4,568
DIRECTV U.S. \| Operating segments	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	6,504	6,168	18,859	17,897
DIRECTV U.S. \| Intersegment elimination	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	2	2	6	6
Sky Brasil	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	1,014	883	2,964	2,790
Operating profit (loss)	118	169	380	379
Depreciation and amortization expense	189	184	527	547
Operating Profit (Loss) Before Depreciation and Amortization	307	353	907	926
Sky Brasil \| Operating segments	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	1,014	883	2,964	2,790
PanAmericana and Other	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	806	779	2,366	2,286
Operating profit (loss)	19	93	-127	139
Depreciation and amortization expense	127	112	370	328
Operating Profit (Loss) Before Depreciation and Amortization	146	205	243	467
PanAmericana and Other \| Operating segments	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	806	779	2,366	2,286
Sports Networks, Eliminations and Other	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	48	48	143	181
Operating profit (loss)	-28	-24	-55	-44
Depreciation and amortization expense	4	3	11	17
Operating Profit (Loss) Before Depreciation and Amortization	-24	-21	-44	-27
Sports Networks, Eliminations and Other \| Operating segments	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	50	50	149	187
Sports Networks, Eliminations and Other \| Intersegment elimination	'	'	'	'
Segment reporting information	'	'	'	'
Total revenues	($2)	($2)	($6)	($6)

Segment_Reporting_Details_2

Segment Reporting (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment Reporting	'	'	'	'
Operating profit before depreciation and amortization	$1,977	$1,933	$6,071	$5,934
Depreciation and amortization expense	-755	-708	-2,198	-2,117
Operating profit	1,222	1,225	3,873	3,817
Interest income	18	15	43	56
Interest expense	-215	-182	-677	-618
Other, net	1	43	93	6
Income before income taxes	1,026	1,101	3,332	3,261
Income tax expense	-411	-391	-1,338	-1,192
Net income	615	710	1,994	2,069
Less: Net income attributable to noncontrolling interest	-4	'	-16	'
Less: Net income attributable to noncontrolling interest	'	-11	'	-20
Net income attributable to DIRECTV	$611	$699	$1,978	$2,049

Condensed_Consolidating_Financ2

Condensed Consolidating Financial Statements (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Condensed Consolidating Statement of Operations	'	'	'	'
Income before income tax	$1,026	$1,101	$3,332	$3,261
Income tax benefit (expense)	-411	-391	-1,338	-1,192
Net income (loss)	615	710	1,994	2,069
Net income (loss) attributable to DIRECTV	611	699	1,978	2,049
Reportable legal entity \| Parent Guarantor	'	'	'	'
Ownership percentage in subsidiary	100.00%	'	100.00%	'
Condensed Consolidating Statement of Operations	'	'	'	'
Equity in income of consolidated subsidiaries	626	705	2,020	2,078
Income before income tax	602	696	1,953	2,033
Income tax benefit (expense)	9	3	25	16
Net income (loss)	611	699	1,978	2,049
Net income (loss) attributable to DIRECTV	611	699	1,978	2,049
Reportable legal entity \| Parent Guarantor \| As Previously Reported	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Equity in income of consolidated subsidiaries	'	706	'	2,082
Income before income tax	'	697	'	2,037
Income tax benefit (expense)	'	2	'	12
Net income (loss)	'	699	'	2,049
Net income (loss) attributable to DIRECTV	'	699	'	2,049
Reportable legal entity \| Parent Guarantor \| Adjustments	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Equity in income of consolidated subsidiaries	'	-1	'	-4
Income before income tax	'	-1	'	-4
Income tax benefit (expense)	'	1	'	4
Reportable legal entity \| Co-Issuers	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Equity in income of consolidated subsidiaries	696	538	2,296	2,078
Income before income tax	490	332	1,630	1,465
Income tax benefit (expense)	77	92	252	235
Net income (loss)	567	424	1,882	1,700
Net income (loss) attributable to DIRECTV	567	424	1,882	1,700
Reportable legal entity \| Co-Issuers \| As Previously Reported	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Equity in income of consolidated subsidiaries	'	820	'	2,530
Income before income tax	'	614	'	1,917
Income tax benefit (expense)	'	38	'	152
Net income (loss)	'	652	'	2,069
Net income (loss) attributable to DIRECTV	'	652	'	2,069
Reportable legal entity \| Co-Issuers \| Adjustments	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Equity in income of consolidated subsidiaries	'	-282	'	-452
Income before income tax	'	-282	'	-452
Income tax benefit (expense)	'	54	'	83
Net income (loss)	'	-228	'	-369
Net income (loss) attributable to DIRECTV	'	-228	'	-369
Reportable legal entity \| Guarantor Subsidiaries	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Income before income tax	1,121	993	3,698	3,365
Income tax benefit (expense)	-425	-455	-1,402	-1,287
Net income (loss)	696	538	2,296	2,078
Net income (loss) attributable to DIRECTV	696	538	2,296	2,078
Reportable legal entity \| Guarantor Subsidiaries \| As Previously Reported	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Income tax benefit (expense)	'	-173	'	-835
Net income (loss)	'	820	'	2,530
Net income (loss) attributable to DIRECTV	'	820	'	2,530
Reportable legal entity \| Guarantor Subsidiaries \| Adjustments	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Income tax benefit (expense)	'	-282	'	-452
Net income (loss)	'	-282	'	-452
Net income (loss) attributable to DIRECTV	'	-282	'	-452
Reportable legal entity \| Non-guarantor Subsidiaries	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Equity in income of consolidated subsidiaries	567	424	1,882	1,700
Income before income tax	702	747	2,249	2,254
Income tax benefit (expense)	-72	-31	-213	-156
Net income (loss)	630	716	2,036	2,098
Net income (loss) attributable to DIRECTV	626	705	2,020	2,078
Reportable legal entity \| Non-guarantor Subsidiaries \| As Previously Reported	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Income before income tax	'	323	'	554
Income tax benefit (expense)	'	-258	'	-521
Net income (loss)	'	65	'	33
Net income (loss) attributable to DIRECTV	'	54	'	13
Reportable legal entity \| Non-guarantor Subsidiaries \| Adjustments	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'
Equity in income of consolidated subsidiaries	'	424	'	1,700
Income before income tax	'	424	'	1,700
Income tax benefit (expense)	'	227	'	365
Net income (loss)	'	651	'	2,065
Net income (loss) attributable to DIRECTV	'	$651	'	$2,065

Condensed_Consolidating_Financ3

Condensed Consolidating Financial Statements (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	$615	$710	$1,994	$2,069
Unrealized gains (losses) arising during the period	-49	78	-50	51
Reclassification adjustments included in net income	94	-61	58	-13
Foreign currency translation adjustments	-106	-3	-35	-51
Reclassification adjustments recognized for net losses during the period	'	'	'	1
Other comprehensive income (loss)	-46	26	-12	'
Comprehensive income (loss)	569	736	1,982	2,069
Comprehensive income (loss) attributable to DIRECTV	575	725	1,969	2,063
Reportable legal entity \| Parent Guarantor	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	611	699	1,978	2,049
Unrealized gains (losses) arising during the period	-49	78	-50	51
Reclassification adjustments included in net income	94	-61	58	-13
Foreign currency translation adjustments	-96	-3	-32	-37
Reclassification adjustments recognized for net losses during the period	'	'	'	1
Other comprehensive income (loss)	-36	26	-9	14
Comprehensive income (loss)	575	725	1,969	2,063
Comprehensive income (loss) attributable to DIRECTV	575	725	1,969	2,063
Reportable legal entity \| Parent Guarantor \| As Previously Reported	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	'	699	'	2,049
Other comprehensive income (loss)	'	12	'	12
Comprehensive income (loss)	'	711	'	2,061
Comprehensive income (loss) attributable to DIRECTV	'	711	'	2,061
Reportable legal entity \| Parent Guarantor \| Adjustments	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Unrealized gains (losses) arising during the period	'	78	'	51
Reclassification adjustments included in net income	'	-61	'	-13
Foreign currency translation adjustments	'	-3	'	-37
Reclassification adjustments recognized for net losses during the period	'	'	'	1
Other comprehensive income (loss)	'	14	'	2
Comprehensive income (loss)	'	14	'	2
Comprehensive income (loss) attributable to DIRECTV	'	14	'	2
Reportable legal entity \| Co-Issuers	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	567	424	1,882	1,700
Unrealized gains (losses) arising during the period	-49	78	-50	51
Reclassification adjustments included in net income	94	-61	58	-13
Other comprehensive income (loss)	45	17	8	38
Comprehensive income (loss)	612	441	1,890	1,738
Comprehensive income (loss) attributable to DIRECTV	612	441	1,890	1,738
Reportable legal entity \| Co-Issuers \| As Previously Reported	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	'	652	'	2,069
Comprehensive income (loss)	'	669	'	2,107
Comprehensive income (loss) attributable to DIRECTV	'	669	'	2,107
Reportable legal entity \| Co-Issuers \| Adjustments	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	'	-228	'	-369
Comprehensive income (loss)	'	-228	'	-369
Comprehensive income (loss) attributable to DIRECTV	'	-228	'	-369
Reportable legal entity \| Guarantor Subsidiaries	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	696	538	2,296	2,078
Comprehensive income (loss)	696	538	2,296	2,078
Comprehensive income (loss) attributable to DIRECTV	696	538	2,296	2,078
Reportable legal entity \| Guarantor Subsidiaries \| As Previously Reported	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	'	820	'	2,530
Comprehensive income (loss)	'	820	'	2,530
Comprehensive income (loss) attributable to DIRECTV	'	820	'	2,530
Reportable legal entity \| Guarantor Subsidiaries \| Adjustments	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	'	-282	'	-452
Comprehensive income (loss)	'	-282	'	-452
Comprehensive income (loss) attributable to DIRECTV	'	-282	'	-452
Reportable legal entity \| Non-guarantor Subsidiaries	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	630	716	2,036	2,098
Unrealized gains (losses) arising during the period	-49	78	-50	51
Reclassification adjustments included in net income	94	-61	58	-13
Foreign currency translation adjustments	-106	-3	-35	-51
Reclassification adjustments recognized for net losses during the period	'	'	'	1
Other comprehensive income (loss)	-61	14	-27	-12
Comprehensive income (loss)	569	730	2,009	2,086
Comprehensive income (loss) attributable to DIRECTV	575	719	1,996	2,080
Reportable legal entity \| Non-guarantor Subsidiaries \| As Previously Reported	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	'	65	'	33
Other comprehensive income (loss)	'	-3	'	-50
Comprehensive income (loss)	'	62	'	-17
Comprehensive income (loss) attributable to DIRECTV	'	51	'	-23
Reportable legal entity \| Non-guarantor Subsidiaries \| Adjustments	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income (loss)	'	651	'	2,065
Unrealized gains (losses) arising during the period	'	78	'	51
Reclassification adjustments included in net income	'	-61	'	-13
Other comprehensive income (loss)	'	17	'	38
Comprehensive income (loss)	'	668	'	2,103
Comprehensive income (loss) attributable to DIRECTV	'	$668	'	$2,103

Condensed_Consolidating_Financ4

Condensed Consolidating Financial Statements (Details 3) (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	$4,726	$4,355
Cash flows from investing activities	'	'
Proceeds from sale of investments	30	140
Net cash provided by (used in) investing activities	-2,384	-2,812
Cash flows from financing activities	'	'
Taxes paid in lieu of shares issued for share-based compensation	-58	-61
Excess tax benefit from share-based compensation	23	24
Net cash provided by (used in) financing activities	-1,241	-1,636
Reportable legal entity \| Parent Guarantor	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	1,005	1,625
Cash flows from investing activities	'	'
Intercompany payments (funding)	256	-190
Net cash provided by (used in) investing activities	681	1,377
Cash flows from financing activities	'	'
Taxes paid in lieu of shares issued for share-based compensation	-58	-61
Excess tax benefit from share-based compensation	23	24
Intercompany payments (funding)	107	-80
Net cash provided by (used in) financing activities	-1,518	-3,185
Reportable legal entity \| Parent Guarantor \| As Previously Reported	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	'	1,096
Cash flows from investing activities	'	'
Proceeds from sale of investments	'	117
Net cash provided by (used in) investing activities	'	1,684
Cash flows from financing activities	'	'
Intercompany payments (funding)	'	-265
Net cash provided by (used in) financing activities	'	-2,963
Reportable legal entity \| Parent Guarantor \| Adjustments	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	'	529
Cash flows from investing activities	'	'
Proceeds from sale of investments	'	-117
Intercompany payments (funding)	'	-190
Net cash provided by (used in) investing activities	'	-307
Cash flows from financing activities	'	'
Taxes paid in lieu of shares issued for share-based compensation	'	-61
Excess tax benefit from share-based compensation	'	24
Intercompany payments (funding)	'	185
Net cash provided by (used in) financing activities	'	-222
Reportable legal entity \| Co-Issuers	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	-1,686	-1,524
Cash flows from investing activities	'	'
Intercompany payments (funding)	-945	-904
Net cash provided by (used in) investing activities	-945	-904
Cash flows from financing activities	'	'
Intercompany payments (funding)	-4,542	-3,996
Net cash provided by (used in) financing activities	3,183	2,388
Reportable legal entity \| Co-Issuers \| As Previously Reported	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	'	1,568
Cash flows from financing activities	'	'
Net cash provided by (used in) financing activities	'	-1,608
Reportable legal entity \| Co-Issuers \| Adjustments	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	'	-3,092
Cash flows from investing activities	'	'
Intercompany payments (funding)	'	-904
Net cash provided by (used in) investing activities	'	-904
Cash flows from financing activities	'	'
Intercompany payments (funding)	'	-3,996
Net cash provided by (used in) financing activities	'	3,996
Reportable legal entity \| Guarantor Subsidiaries	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	4,906	4,658
Cash flows from investing activities	'	'
Proceeds from sale of investments	16	12
Intercompany payments (funding)	-4,554	-3,996
Net cash provided by (used in) investing activities	-5,828	-5,570
Cash flows from financing activities	'	'
Taxes paid in lieu of shares issued for share-based compensation	-48	-51
Excess tax benefit from share-based compensation	18	20
Intercompany payments (funding)	-989	-964
Net cash provided by (used in) financing activities	938	915
Reportable legal entity \| Guarantor Subsidiaries \| As Previously Reported	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	'	1,623
Cash flows from investing activities	'	'
Net cash provided by (used in) investing activities	'	-1,574
Cash flows from financing activities	'	'
Intercompany payments (funding)	'	3
Net cash provided by (used in) financing activities	'	-46
Reportable legal entity \| Guarantor Subsidiaries \| Adjustments	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	'	3,035
Cash flows from investing activities	'	'
Intercompany payments (funding)	'	-3,996
Net cash provided by (used in) investing activities	'	-3,996
Cash flows from financing activities	'	'
Intercompany payments (funding)	'	-961
Net cash provided by (used in) financing activities	'	961
Reportable legal entity \| Non-guarantor Subsidiaries	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	1,611	1,266
Cash flows from investing activities	'	'
Proceeds from sale of investments	14	128
Intercompany payments (funding)	109	-89
Net cash provided by (used in) investing activities	-1,001	-1,327
Cash flows from financing activities	'	'
Taxes paid in lieu of shares issued for share-based compensation	-10	-10
Excess tax benefit from share-based compensation	5	4
Intercompany payments (funding)	290	-139
Net cash provided by (used in) financing activities	-245	188
Reportable legal entity \| Non-guarantor Subsidiaries \| As Previously Reported	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	'	1,701
Cash flows from investing activities	'	'
Proceeds from sale of investments	'	11
Net cash provided by (used in) investing activities	'	-1,355
Cash flows from financing activities	'	'
Intercompany payments (funding)	'	-268
Net cash provided by (used in) financing activities	'	-219
Reportable legal entity \| Non-guarantor Subsidiaries \| Adjustments	'	'
Consolidated Statement of Cash Flows	'	'
Net cash provided by (used in) operating activities	'	-435
Cash flows from investing activities	'	'
Proceeds from sale of investments	'	117
Intercompany payments (funding)	'	-89
Net cash provided by (used in) investing activities	'	28
Cash flows from financing activities	'	'
Intercompany payments (funding)	'	-407
Net cash provided by (used in) financing activities	'	$407

Condensed_Consolidating_Financ5

Condensed Consolidating Financial Statements (Details 4) (USD $)	3 Months Ended				9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Mar. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
Condensed Consolidating Statement of Operations	'	'	'	'	'	'
Revenues	$8,374	'	$7,880	'	$24,338	$23,160
Costs of revenues, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Broadcast programming and other	3,732	'	3,441	'	10,613	9,912
Subscriber service expenses	608	'	583	'	1,733	1,674
Broadcast operations expenses	108	'	98	'	312	305
Selling, general and administrative expenses, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Subscriber acquisition costs	980	'	941	'	2,705	2,564
Upgrade and retention costs	398	'	411	'	1,081	1,153
General and administrative expenses	571	'	473	'	1,542	1,452
Venezuelan currency devaluation charge	'	281	'	166	281	166
Depreciation and amortization expense	755	'	708	'	2,198	2,117
Total operating costs and expenses	7,152	'	6,655	'	20,465	19,343
Operating profit	1,222	'	1,225	'	3,873	3,817
Interest income	18	'	15	'	43	56
Interest expense	-215	'	-182	'	-677	-618
Other, net	1	'	43	'	93	6
Income before income taxes	1,026	'	1,101	'	3,332	3,261
Income tax benefit (expense)	-411	'	-391	'	-1,338	-1,192
Net income	615	'	710	'	1,994	2,069
Less: Net income attributable to noncontrolling interest	-4	'	'	'	-16	'
Less: Net income attributable to noncontrolling interest	'	'	-11	'	'	-20
Net income attributable to DIRECTV	611	'	699	'	1,978	2,049
Reportable legal entity \| Parent Guarantor	'	'	'	'	'	'
Selling, general and administrative expenses, exclusive of depreciation and amortization expense	'	'	'	'	'	'
General and administrative expenses	24	'	12	'	63	53
Total operating costs and expenses	24	'	12	'	63	53
Operating profit	-24	'	-12	'	-63	-53
Equity in income of consolidated subsidiaries	626	'	705	'	2,020	2,078
Interest income	'	'	3	'	'	13
Interest expense	'	'	'	'	-1	-1
Other, net	'	'	'	'	-3	-4
Income before income taxes	602	'	696	'	1,953	2,033
Income tax benefit (expense)	9	'	3	'	25	16
Net income	611	'	699	'	1,978	2,049
Net income attributable to DIRECTV	611	'	699	'	1,978	2,049
Reportable legal entity \| Co-Issuers	'	'	'	'	'	'
Selling, general and administrative expenses, exclusive of depreciation and amortization expense	'	'	'	'	'	'
General and administrative expenses	1	'	'	'	1	'
Total operating costs and expenses	1	'	'	'	1	'
Operating profit	-1	'	'	'	-1	'
Equity in income of consolidated subsidiaries	696	'	538	'	2,296	2,078
Interest income	1	'	'	'	1	'
Interest expense	-204	'	-206	'	-646	-613
Other, net	-2	'	'	'	-20	'
Income before income taxes	490	'	332	'	1,630	1,465
Income tax benefit (expense)	77	'	92	'	252	235
Net income	567	'	424	'	1,882	1,700
Net income attributable to DIRECTV	567	'	424	'	1,882	1,700
Reportable legal entity \| Guarantor Subsidiaries	'	'	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'	'	'
Revenues	6,506	'	6,170	'	18,865	17,903
Costs of revenues, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Broadcast programming and other	3,057	'	2,904	'	8,625	8,147
Subscriber service expenses	397	'	391	'	1,130	1,102
Broadcast operations expenses	74	'	68	'	221	220
Selling, general and administrative expenses, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Subscriber acquisition costs	776	'	756	'	2,085	1,979
Upgrade and retention costs	347	'	359	'	942	1,002
General and administrative expenses	306	'	296	'	896	885
Depreciation and amortization expense	435	'	409	'	1,290	1,225
Total operating costs and expenses	5,392	'	5,183	'	15,189	14,560
Operating profit	1,114	'	987	'	3,676	3,343
Interest income	'	'	1	'	1	2
Interest expense	'	'	-1	'	-4	-2
Other, net	7	'	6	'	25	22
Income before income taxes	1,121	'	993	'	3,698	3,365
Income tax benefit (expense)	-425	'	-455	'	-1,402	-1,287
Net income	696	'	538	'	2,296	2,078
Net income attributable to DIRECTV	696	'	538	'	2,296	2,078
Reportable legal entity \| Non-guarantor Subsidiaries	'	'	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'	'	'
Revenues	1,911	'	1,723	'	5,588	5,306
Costs of revenues, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Broadcast programming and other	714	'	548	'	2,091	1,808
Subscriber service expenses	211	'	192	'	604	572
Broadcast operations expenses	35	'	32	'	96	91
Selling, general and administrative expenses, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Subscriber acquisition costs	205	'	185	'	622	585
Upgrade and retention costs	52	'	52	'	141	151
General and administrative expenses	241	'	165	'	584	514
Venezuelan currency devaluation charge	'	'	'	'	281	166
Depreciation and amortization expense	320	'	299	'	908	892
Total operating costs and expenses	1,778	'	1,473	'	5,327	4,779
Operating profit	133	'	250	'	261	527
Equity in income of consolidated subsidiaries	567	'	424	'	1,882	1,700
Interest income	17	'	13	'	41	49
Interest expense	-11	'	23	'	-26	-10
Other, net	-4	'	37	'	91	-12
Income before income taxes	702	'	747	'	2,249	2,254
Income tax benefit (expense)	-72	'	-31	'	-213	-156
Net income	630	'	716	'	2,036	2,098
Less: Net income attributable to noncontrolling interest	-4	'	'	'	-16	'
Less: Net income attributable to noncontrolling interest	'	'	-11	'	'	-20
Net income attributable to DIRECTV	626	'	705	'	2,020	2,078
Regulatory requirement of restricted net assets in Venezuelan subsidiary exceeding total consolidated net assets (as a percent)	'	'	'	'	25.00%	'
Eliminations	'	'	'	'	'	'
Condensed Consolidating Statement of Operations	'	'	'	'	'	'
Revenues	-43	'	-13	'	-115	-49
Costs of revenues, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Broadcast programming and other	-39	'	-11	'	-103	-43
Subscriber service expenses	'	'	'	'	-1	'
Broadcast operations expenses	-1	'	-2	'	-5	-6
Selling, general and administrative expenses, exclusive of depreciation and amortization expense	'	'	'	'	'	'
Subscriber acquisition costs	-1	'	'	'	-2	'
Upgrade and retention costs	-1	'	'	'	-2	'
General and administrative expenses	-1	'	'	'	-2	'
Total operating costs and expenses	-43	'	-13	'	-115	-49
Equity in income of consolidated subsidiaries	-1,889	'	-1,667	'	-6,198	-5,856
Interest income	'	'	-2	'	'	-8
Interest expense	'	'	2	'	'	8
Income before income taxes	-1,889	'	-1,667	'	-6,198	-5,856
Net income	-1,889	'	-1,667	'	-6,198	-5,856
Net income attributable to DIRECTV	($1,889)	'	($1,667)	'	($6,198)	($5,856)

Condensed_Consolidating_Financ6

Condensed Consolidating Financial Statements (Details 5) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income	$615	$710	$1,994	$2,069
Defined benefit plans:	'	'	'	'
Gains (losses) related to changes in plan experience and actuarial assumptions arising during the period	7	-1	7	-1
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost	8	12	8	12
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost	'	1	'	1
Cash flows hedges:	'	'	'	'
Unrealized gains (losses) arising during the period	-49	78	-50	51
Reclassification adjustments included in net income	94	-61	58	-13
Foreign currency translation adjustments	-106	-3	-35	-51
Available for sale securities:	'	'	'	'
Reclassification adjustments recognized for net losses during the period	'	'	'	1
Other comprehensive income (loss)	-46	26	-12	'
Comprehensive income	569	736	1,982	2,069
Less: Comprehensive (income) loss attributable to noncontrolling interest	6	-11	-13	-6
Comprehensive income attributable to DIRECTV	575	725	1,969	2,063
Reportable legal entity \| Parent Guarantor	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income	611	699	1,978	2,049
Defined benefit plans:	'	'	'	'
Gains (losses) related to changes in plan experience and actuarial assumptions arising during the period	7	-1	7	-1
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost	8	12	8	12
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost	'	1	'	1
Cash flows hedges:	'	'	'	'
Unrealized gains (losses) arising during the period	-49	78	-50	51
Reclassification adjustments included in net income	94	-61	58	-13
Foreign currency translation adjustments	-96	-3	-32	-37
Available for sale securities:	'	'	'	'
Reclassification adjustments recognized for net losses during the period	'	'	'	1
Other comprehensive income (loss)	-36	26	-9	14
Comprehensive income	575	725	1,969	2,063
Comprehensive income attributable to DIRECTV	575	725	1,969	2,063
Reportable legal entity \| Co-Issuers	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income	567	424	1,882	1,700
Cash flows hedges:	'	'	'	'
Unrealized gains (losses) arising during the period	-49	78	-50	51
Reclassification adjustments included in net income	94	-61	58	-13
Available for sale securities:	'	'	'	'
Other comprehensive income (loss)	45	17	8	38
Comprehensive income	612	441	1,890	1,738
Comprehensive income attributable to DIRECTV	612	441	1,890	1,738
Reportable legal entity \| Guarantor Subsidiaries	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income	696	538	2,296	2,078
Available for sale securities:	'	'	'	'
Comprehensive income	696	538	2,296	2,078
Comprehensive income attributable to DIRECTV	696	538	2,296	2,078
Reportable legal entity \| Non-guarantor Subsidiaries	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income	630	716	2,036	2,098
Cash flows hedges:	'	'	'	'
Unrealized gains (losses) arising during the period	-49	78	-50	51
Reclassification adjustments included in net income	94	-61	58	-13
Foreign currency translation adjustments	-106	-3	-35	-51
Available for sale securities:	'	'	'	'
Reclassification adjustments recognized for net losses during the period	'	'	'	1
Other comprehensive income (loss)	-61	14	-27	-12
Comprehensive income	569	730	2,009	2,086
Less: Comprehensive (income) loss attributable to noncontrolling interest	6	-11	-13	-6
Comprehensive income attributable to DIRECTV	575	719	1,996	2,080
Eliminations	'	'	'	'
Condensed Consolidating Statement of Comprehensive Income	'	'	'	'
Net income	-1,889	-1,667	-6,198	-5,856
Cash flows hedges:	'	'	'	'
Unrealized gains (losses) arising during the period	98	-156	100	-102
Reclassification adjustments included in net income	-188	122	-116	26
Foreign currency translation adjustments	96	3	32	37
Available for sale securities:	'	'	'	'
Reclassification adjustments recognized for net losses during the period	'	'	'	-1
Other comprehensive income (loss)	6	-31	16	-40
Comprehensive income	-1,883	-1,698	-6,182	-5,896
Comprehensive income attributable to DIRECTV	($1,883)	($1,698)	($6,182)	($5,896)

Condensed_Consolidating_Financ7

Condensed Consolidating Financial Statements (Details 6) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
ASSETS	'	'	'	'
Total current assets	$6,515	$5,953	'	'
Satellites, net	2,485	2,467	'	'
Property and equipment, net	6,785	6,650	'	'
Goodwill	3,955	3,970	'	'
Intangible assets, net	883	920	'	'
Investments and other assets	1,971	1,945	'	'
Total assets	22,594	21,905	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Total current liabilities	6,472	6,530	'	'
Long-term debt	18,311	18,284	'	'
Deferred income taxes	1,759	1,804	'	'
Other liabilities and deferred credits	1,609	1,456	'	'
Redeemable noncontrolling interest	'	375	'	'
Stockholders' equity (deficit)	'	'	'	'
Common stock and additional paid-in capital	3,569	3,652	'	'
Retained earnings (accumulated deficit)	-9,180	-9,874	'	'
Accumulated other comprehensive income (loss)	-334	-322	-242	-242
Total DIRECTV stockholders' deficit	-5,945	-6,544	'	'
Noncontrolling interest	388	'	'	'
Total stockholders' deficit	-5,557	-6,544	'	'
Total liabilities and stockholders' deficit	22,594	21,905	'	'
Reportable legal entity \| Parent Guarantor	'	'	'	'
ASSETS	'	'	'	'
Total current assets	1,073	979	'	'
Intercompany receivables	4,882	4,799	'	'
Investment in subsidiaries	-9,682	-10,177	'	'
Investments and other assets	94	92	'	'
Total assets	-3,633	-4,307	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Total current liabilities	298	448	'	'
Intercompany liabilities	1,625	1,390	'	'
Other liabilities and deferred credits	389	399	'	'
Stockholders' equity (deficit)	'	'	'	'
Common stock and additional paid-in capital	3,569	3,652	'	'
Retained earnings (accumulated deficit)	-9,180	-9,874	'	'
Accumulated other comprehensive income (loss)	-334	-322	'	'
Total DIRECTV stockholders' deficit	-5,945	'	'	'
Total stockholders' deficit	-5,945	-6,544	'	'
Total liabilities and stockholders' deficit	-3,633	-4,307	'	'
Reportable legal entity \| Co-Issuers	'	'	'	'
ASSETS	'	'	'	'
Total current assets	1,598	1,133	'	'
Goodwill	1,828	1,828	'	'
Intercompany receivables	11,233	7,820	'	'
Investment in subsidiaries	20,181	17,812	'	'
Investments and other assets	145	190	'	'
Total assets	34,985	28,783	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Total current liabilities	1,465	1,478	'	'
Long-term debt	18,167	18,203	'	'
Deferred income taxes	20	9	'	'
Intercompany liabilities	26,676	21,019	'	'
Other liabilities and deferred credits	437	321	'	'
Stockholders' equity (deficit)	'	'	'	'
Common stock and additional paid-in capital	34	25	'	'
Retained earnings (accumulated deficit)	-11,837	-12,286	'	'
Accumulated other comprehensive income (loss)	23	14	'	'
Total DIRECTV stockholders' deficit	-11,780	'	'	'
Total stockholders' deficit	-11,780	-12,247	'	'
Total liabilities and stockholders' deficit	34,985	28,783	'	'
Reportable legal entity \| Guarantor Subsidiaries	'	'	'	'
ASSETS	'	'	'	'
Total current assets	2,513	2,577	'	'
Satellites, net	1,747	1,810	'	'
Property and equipment, net	3,833	3,724	'	'
Goodwill	1,363	1,363	'	'
Intangible assets, net	514	527	'	'
Intercompany receivables	26,698	20,988	'	'
Investments and other assets	353	361	'	'
Total assets	37,021	31,350	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Total current liabilities	3,694	3,812	'	'
Deferred income taxes	1,577	1,632	'	'
Intercompany liabilities	11,233	7,820	'	'
Other liabilities and deferred credits	336	274	'	'
Stockholders' equity (deficit)	'	'	'	'
Common stock and additional paid-in capital	5,004	4,930	'	'
Retained earnings (accumulated deficit)	15,177	12,882	'	'
Total DIRECTV stockholders' deficit	20,181	'	'	'
Total stockholders' deficit	20,181	17,812	'	'
Total liabilities and stockholders' deficit	37,021	31,350	'	'
Reportable legal entity \| Non-guarantor Subsidiaries	'	'	'	'
ASSETS	'	'	'	'
Total current assets	1,710	1,775	'	'
Satellites, net	738	657	'	'
Property and equipment, net	2,952	2,926	'	'
Goodwill	764	779	'	'
Intangible assets, net	377	401	'	'
Intercompany receivables	1,556	1,386	'	'
Investment in subsidiaries	-11,780	-12,247	'	'
Investments and other assets	1,473	1,416	'	'
Total assets	-2,210	-2,907	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Total current liabilities	1,394	1,303	'	'
Long-term debt	144	81	'	'
Deferred income taxes	256	277	'	'
Intercompany liabilities	4,835	4,764	'	'
Other liabilities and deferred credits	455	470	'	'
Redeemable noncontrolling interest	'	375	'	'
Stockholders' equity (deficit)	'	'	'	'
Common stock and additional paid-in capital	3,606	3,671	'	'
Retained earnings (accumulated deficit)	-13,063	-13,620	'	'
Accumulated other comprehensive income (loss)	-225	-228	'	'
Total DIRECTV stockholders' deficit	-9,682	'	'	'
Noncontrolling interest	388	'	'	'
Total stockholders' deficit	-9,294	-10,177	'	'
Total liabilities and stockholders' deficit	-2,210	-2,907	'	'
Eliminations	'	'	'	'
ASSETS	'	'	'	'
Total current assets	-379	-511	'	'
Intangible assets, net	-8	-8	'	'
Intercompany receivables	-44,369	-34,993	'	'
Investment in subsidiaries	1,281	4,612	'	'
Investments and other assets	-94	-114	'	'
Total assets	-43,569	-31,014	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Total current liabilities	-379	-511	'	'
Deferred income taxes	-94	-114	'	'
Intercompany liabilities	-44,369	-34,993	'	'
Other liabilities and deferred credits	-8	-8	'	'
Stockholders' equity (deficit)	'	'	'	'
Common stock and additional paid-in capital	-8,644	-8,626	'	'
Retained earnings (accumulated deficit)	9,723	13,024	'	'
Accumulated other comprehensive income (loss)	202	214	'	'
Total DIRECTV stockholders' deficit	1,281	'	'	'
Total stockholders' deficit	1,281	4,612	'	'
Total liabilities and stockholders' deficit	($43,569)	($31,014)	'	'

Condensed_Consolidating_Financ8

Condensed Consolidating Financial Statements (Details 7) (USD $)	1 Months Ended	9 Months Ended
In Millions, unless otherwise specified	Oct. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities	'	'	'
Net cash provided by (used in) operating activities	'	$4,726	$4,355
Cash flows from investing activities	'	'	'
Cash paid for property and equipment	'	-2,207	-2,471
Cash paid for satellites	'	-189	-276
Investment in companies, net of cash acquired	'	-14	-47
Proceeds from sale of investments	'	30	140
Other, net	'	-4	-158
Net cash used in investing activities	'	-2,384	-2,812
Cash flows from financing activities	'	'	'
Issuance of commercial paper (maturity 90 days or less), net	'	'	90
Proceeds from short-term borrowings	'	300	441
Repayment of short-term borrowings	'	-371	-327
Proceeds from borrowings under revolving credit facility	'	'	10
Repayment of borrowings under revolving credit facility	'	'	-10
Proceeds from long-term debt	'	1,406	1,484
Debt issuance costs	'	-7	-8
Repayment of long-term debt	'	-1,044	-9
Repayment of other long-term obligations	'	-50	-48
Common shares repurchased and retired	-45	-1,386	-3,228
Stock options exercised	'	10	'
Taxes paid in lieu of shares issued for share-based compensation	'	-58	-61
Excess tax benefit from share-based compensation	'	23	24
Other, net	'	-64	6
Net cash used in financing activities	'	-1,241	-1,636
Effect of exchange rate changes on Venezuelan cash and cash equivalents	'	-383	-187
Net increase (decrease) in cash and cash equivalents	'	718	-280
Cash and cash equivalents at beginning of the period	1,622	2,180	1,902
Cash and cash equivalents at end of the period	'	2,898	1,622
Reportable legal entity \| Parent Guarantor	'	'	'
Cash flows from operating activities	'	'	'
Net cash provided by (used in) operating activities	'	1,005	1,625
Cash flows from investing activities	'	'	'
Return of capital from subsidiary	'	425	1,567
Intercompany payments (funding)	'	256	-190
Net cash used in investing activities	'	681	1,377
Cash flows from financing activities	'	'	'
Common shares repurchased and retired	'	-1,386	-3,228
Stock options exercised	'	10	'
Taxes paid in lieu of shares issued for share-based compensation	'	-58	-61
Excess tax benefit from share-based compensation	'	23	24
Intercompany payments (funding)	'	-107	80
Net cash used in financing activities	'	-1,518	-3,185
Net increase (decrease) in cash and cash equivalents	'	168	-183
Cash and cash equivalents at beginning of the period	'	498	408
Cash and cash equivalents at end of the period	'	666	225
Reportable legal entity \| Co-Issuers	'	'	'
Cash flows from operating activities	'	'	'
Net cash provided by (used in) operating activities	'	-1,686	-1,524
Cash flows from investing activities	'	'	'
Intercompany payments (funding)	'	-945	-904
Net cash used in investing activities	'	-945	-904
Cash flows from financing activities	'	'	'
Issuance of commercial paper (maturity 90 days or less), net	'	'	90
Proceeds from short-term borrowings	'	300	441
Repayment of short-term borrowings	'	-371	-327
Proceeds from borrowings under revolving credit facility	'	'	10
Repayment of borrowings under revolving credit facility	'	'	-10
Proceeds from long-term debt	'	1,245	1,390
Debt issuance costs	'	-7	-8
Repayment of long-term debt	'	-1,000	'
Intercompany payments (funding)	'	4,542	3,996
Cash dividend to Parent	'	-1,500	-3,200
Other, net	'	-26	6
Net cash used in financing activities	'	3,183	2,388
Net increase (decrease) in cash and cash equivalents	'	552	-40
Cash and cash equivalents at beginning of the period	'	791	728
Cash and cash equivalents at end of the period	'	1,343	688
Reportable legal entity \| Guarantor Subsidiaries	'	'	'
Cash flows from operating activities	'	'	'
Net cash provided by (used in) operating activities	'	4,906	4,658
Cash flows from investing activities	'	'	'
Cash paid for property and equipment	'	-1,237	-1,327
Cash paid for satellites	'	-52	-154
Investment in companies, net of cash acquired	'	-1	-38
Proceeds from sale of investments	'	16	12
Intercompany payments (funding)	'	-4,554	-3,996
Other, net	'	'	-67
Net cash used in investing activities	'	-5,828	-5,570
Cash flows from financing activities	'	'	'
Repayment of other long-term obligations	'	-21	-18
Taxes paid in lieu of shares issued for share-based compensation	'	-48	-51
Excess tax benefit from share-based compensation	'	18	20
Intercompany payments (funding)	'	989	964
Net cash used in financing activities	'	938	915
Net increase (decrease) in cash and cash equivalents	'	16	3
Cash and cash equivalents at beginning of the period	'	6	11
Cash and cash equivalents at end of the period	'	22	14
Reportable legal entity \| Non-guarantor Subsidiaries	'	'	'
Cash flows from operating activities	'	'	'
Net cash provided by (used in) operating activities	'	1,611	1,266
Cash flows from investing activities	'	'	'
Cash paid for property and equipment	'	-970	-1,144
Cash paid for satellites	'	-137	-122
Investment in companies, net of cash acquired	'	-13	-9
Proceeds from sale of investments	'	14	128
Intercompany payments (funding)	'	109	-89
Other, net	'	-4	-91
Net cash used in investing activities	'	-1,001	-1,327
Cash flows from financing activities	'	'	'
Proceeds from long-term debt	'	161	94
Repayment of long-term debt	'	-44	-9
Repayment of other long-term obligations	'	-29	-30
Taxes paid in lieu of shares issued for share-based compensation	'	-10	-10
Excess tax benefit from share-based compensation	'	5	4
Intercompany payments (funding)	'	-290	139
Other, net	'	-38	'
Net cash used in financing activities	'	-245	188
Effect of exchange rate changes on Venezuelan cash and cash equivalents	'	-383	-187
Net increase (decrease) in cash and cash equivalents	'	-18	-60
Cash and cash equivalents at beginning of the period	'	885	755
Cash and cash equivalents at end of the period	'	867	695
Eliminations	'	'	'
Cash flows from operating activities	'	'	'
Net cash provided by (used in) operating activities	'	-1,110	-1,670
Cash flows from investing activities	'	'	'
Return of capital from subsidiary	'	-425	-1,567
Intercompany payments (funding)	'	5,134	5,179
Net cash used in investing activities	'	4,709	3,612
Cash flows from financing activities	'	'	'
Taxes paid in lieu of shares issued for share-based compensation	'	58	61
Excess tax benefit from share-based compensation	'	-23	-24
Intercompany payments (funding)	'	-5,134	-5,179
Cash dividend to Parent	'	1,500	3,200
Net cash used in financing activities	'	($3,599)	($1,942)