Exhibit 99.1 The DIRECTV Group Announces 2005 Results EL SEGUNDO, Calif.--(BUSINESS WIRE)--Feb. 8, 2006--The DIRECTV Group, Inc. (NYSE:DTV): -- DIRECTV U.S. Reports Strong Financial Results: -- Generated Over $3.4 Billion in Revenues in the Fourth Quarter, Bringing Full Year Revenues to $12.2 Billion, or 25% Greater than the Prior Year -- Operating Profit before Depreciation and Amortization Increased to $442 Million, Leading to Full Year Results of over $1.5 Billion, or Nearly 3 Times 2004 Results -- Generated Free Cash Flow of $155 Million in the Fourth Quarter, Driving a Record $536 Million for the Full Year of 2005 -- Board of Directors Authorizes Share Repurchase Program of up to $3 Billion The DIRECTV Group, Inc. (NYSE:DTV) today reported full year 2005 net income of $336 million, compared with a net loss of $1.95 billion in 2004, and operating profit of $633 million, improved from an operating loss of $2.12 billion. Full year revenues increased nearly 16% to $13.16 billion, and operating profit before depreciation and amortization(1) improved to $1.49 billion from an operating loss before depreciation and amortization of $1.28 billion last year. In addition, DIRECTV's Board of Directors has authorized up to a $3 billion share repurchase program. DIRECTV expects these repurchases to occur from time to time, in the open market or in private transactions, subject to market conditions. In the fourth quarter of 2005, net income was $121 million, compared with a net loss of $289 million in the fourth quarter of 2004, and operating profit of $219 million improved from an operating loss of $445 million. In addition, revenues increased 7% to $3.60 billion, and operating profit before depreciation and amortization improved to $441 million from an operating loss before depreciation and amortization of $164 million in the fourth quarter of last year. "Fourth quarter results for DIRECTV U.S. reflect our strategy to improve the quality of our subscriber base and reduce customer churn, while at the same time drive significant revenue and earnings growth. Quarterly revenues increased 15% to $3.4 billion due to our larger subscriber base and a solid 5% ARPU increase in the quarter to $75.53," said Chase Carey, president and CEO. "Operating profit before depreciation and amortization of $442 million was up nearly 4 times over last year's fourth quarter primarily due to the revenue growth and higher operating margin related to improved scale and operating efficiencies. Importantly, these improvements drove free cash flow to $155 million in the quarter and $536 million for the full year -- a nearly $1 billion increase in DIRECTV U.S. free cash flow compared to 2004." Carey continued, "Subscriber growth in the quarter -- although below expectations -- was consistent with our initiatives to improve the quality of new subscribers and drive lower churn. In fact, even though gross subscriber additions of 965,000 were 13% below last year's fourth quarter additions, the number of high-quality subscriber additions actually increased about 14% over the prior year. These significant improvements were due to a stricter credit policy and changes made to our distribution network -- including dealer terminations and new incentive plans -- designed to better align dealers with our objective to improve the overall credit quality of DIRECTV customers. With these changes, our average monthly churn rate is starting to decline -- monthly churn was 1.70% in the fourth quarter compared to 1.89% in the third quarter, resulting in net subscriber additions of 200,000. A key priority in 2006 is to continue improving the quality of new subscribers while driving further reductions in churn." Carey continued, "Just as 2004 was an important year for DIRECTV in terms of restructuring the business and selling non-core assets, 2005 was important because we built out critical infrastructure that will provide us with the foundation for future growth. For example, we launched three new satellites, including two that will broadcast high-definition local channels, and we also introduced the industry's first MPEG-4 high-definition receiver and one of the most advanced digital video recorders. With these assets, we believe we are in an excellent position to extend our video leadership in 2006 through the introduction of more high-definition programming, original and compelling content, a video-on-demand service, new interactive services and an enhanced NFL Sunday Ticket(TM) package." Carey concluded, "We are pleased to announce a share repurchase program of up to $3 billion. This repurchase program reflects our strong balance sheet and confidence in continued strong DIRECTV revenue, earnings and free cash flow growth, as well as our belief that our stock price is far below the intrinsic value of our company." THE DIRECTV GROUP'S OPERATIONAL REVIEW Fourth Quarter Review In the fourth quarter of 2005, The DIRECTV Group's revenues of $3.60 billion increased 7%, compared to the fourth quarter of 2004, primarily due to strong DIRECTV U.S. subscriber growth and higher average monthly revenue per subscriber (ARPU). These changes were partially offset by the deconsolidation of the results of Hughes Network Systems (HNS) due to its sale. Three Months Twelve Months The DIRECTV Group Ended December 31, Ended December 31, ------------------ ------------------ 2005 2004 2005 2004 - -------------------------------- ------- -------- ------- -------- Revenues ($M) $ 3,596 $ 3,362 $13,165 $ 11,360 - -------------------------------- ------- -------- ------- -------- Operating Profit (Loss) Before Depreciation and Amortization ($M) 441 (164) 1,486 (1,281) - -------------------------------- ------- -------- ------- -------- Operating Profit (Loss) ($M) 219 (445) 633 (2,119) - -------------------------------- ------- -------- ------- -------- Net Income (Loss) ($M) 121 (289) 336 (1,949) - -------------------------------- ------- -------- ------- -------- Net Income (Loss) Per Common Share ($) 0.09 (0.21) 0.24 (1.41) - -------------------------------- ------- -------- ------- -------- Free Cash Flow(1) 195 (64) 283 (795) - -------------------------------- ------- -------- ------- -------- The fourth quarter change in operating profit before depreciation and amortization to $441 million was primarily due to the aforementioned increased revenues combined with higher DIRECTV U.S. operating margin resulting from lower subscriber acquisition costs and the stabilizing of expenses in key areas such as upgrade and retention marketing and general and administrative (G&A). The comparison was also impacted by fourth quarter 2004 charges of $191 million for the sale of HNS and $45 million related to the shut-down of DIRECTV Latin America's Mexico operations. Operating profit of $219 million improved due to the higher operating profit before depreciation and amortization, as well as the absence of depreciation and amortization expense at HNS. Net income of $121 million in the fourth quarter of 2005 improved due to the increased operating profit and higher interest income due to larger average cash balances, partially offset by higher income tax expense associated with the pre-tax income. Full Year Review The DIRECTV Group's full year 2005 revenues of $13.16 billion increased 16% from 2004 primarily due to strong DIRECTV U.S. subscriber and ARPU growth, as well as the consolidation of the full economics of the former National Rural Telecommunications Cooperative (NRTC) and Pegasus subscribers purchased by DIRECTV U.S. in mid-2004. These changes were partially offset by lower revenues at HNS due to the sale of its businesses in 2004 and 2005. Operating profit before depreciation and amortization of $1.49 billion and operating profit of $633 million in 2005 improved primarily due to the $1.47 billion SPACEWAY impairment charge(2) taken in 2004, increased DIRECTV U.S. revenues in 2005 combined with higher operating margins resulting primarily from the stabilizing of costs in key areas such as subscriber acquisition and upgrade and retention marketing, and a $191 million fourth quarter 2004 charge related to the sale of HNS. Also impacting the comparison were charges in the 2004 period of $170 million related to severance, pension benefits and employee retention plans and a $70 million non-cash gain in 2005 from the sale of DIRECTV Latin America subscribers in Mexico. The change in 2005 net income to $336 million was due to the higher operating profit and two non-cash after-tax charges included in the 2004 results: $724 million related to the sale of PanAmSat (reflected in "Income (loss) from discontinued operations, net of taxes" in the Consolidated Statements of Operations) and $311 million resulting from a change in the DIRECTV U.S. method of accounting for subscriber acquisition, upgrade and retention costs (reflected in "Cumulative effect of accounting change, net of taxes" in the Consolidated Statements of Operations). These changes were partially offset by higher 2005 income tax expense related to the pre-tax earnings and a first quarter 2004 pre-tax gain of $387 million for the sale of approximately 19 million shares of XM Satellite Radio (recorded in "Other, net" in the Consolidated Statements of Operations). SEGMENT FINANCIAL REVIEW DIRECTV U.S. Segment Three Months Twelve Months DIRECTV U.S. Ended December 31, Ended December 31, ------------------ ------------------ 2005 2004 2005 2004 - -------------------------------- ------- -------- ------- -------- Revenue ($M) $ 3,406 $ 2,960 $12,216 $ 9,764 - -------------------------------- ------- -------- ------- -------- Average Monthly Revenue per Subscriber (ARPU) ($) 75.53 71.92 69.61 66.95 - -------------------------------- ------- -------- ------- -------- Operating Profit Before Depreciation and Amortization ($M) 442 118 1,500 583 - -------------------------------- ------- -------- ------- -------- Operating Profit (Loss) ($M) 260 (65) 802 22 - -------------------------------- ------- -------- ------- -------- Free Cash Flow(1) ($M) 155 (23) 536 (247)(2) - -------------------------------- ------- -------- ------- -------- Subscriber Data(3): - -------------------------------- ------- -------- -------- -------- Gross Platform Subscriber Additions (000's) 965 1,103 4,170 4,218 - -------------------------------- ------- -------- ------- -------- Average Monthly Platform Subscriber Churn 1.70% 1.60% 1.70% 1.59% - -------------------------------- ------- -------- ------- -------- Net Platform Subscriber Additions (000's) 200 444 1,193 1,728 - -------------------------------- ------- -------- ------- -------- Cumulative Subscribers (000's) 15,133 13,940 15,133 13,940 - -------------------------------- ------- -------- ------- -------- (1) See footnote 3 below for the definition of free cash flow. (2) Includes $200 million of cash received for a set-top receiver supply and development agreement with Thomson. (3) The amounts presented for 2004 and 2005 include the results from the former NRTC and Pegasus territories. Fourth Quarter Review DIRECTV U.S. gross subscriber additions of 965,000 were 13% lower than the same period a year ago primarily due to a more stringent credit policy implemented during the second quarter of 2005. Average monthly churn in the quarter increased to 1.70% principally due to higher involuntary churn from customers with lower credit scores attained in 2004 and early 2005, a more competitive marketplace and 10,000 disconnected subscribers associated with Hurricane Katrina. After accounting for this churn, DIRECTV U.S. added 200,000 net subscribers in the quarter. Over the past twelve months, the cumulative number of DIRECTV subscribers increased 9% to 15.13 million. Fourth quarter revenues increased 15% to $3.41 billion due to continued strong subscriber and ARPU growth. ARPU increased 5% to $75.53 from the same period last year principally due to programming package price increases and higher mirroring fees from an increase in the average number of set-top receivers per customer. Operating profit before depreciation and amortization nearly quadrupled to $442 million and operating profit increased to $260 million due to the revenue increase combined with higher operating margins primarily resulting from lower subscriber acquisition costs due to a decline in gross subscriber additions and lower acquisition costs per subscriber. Also contributing to the margin improvement was the stabilizing of costs in key areas such as upgrade and retention marketing and general and administrative (G&A) costs. These improvements were partially offset by a $10 million charge related to Hurricanes Katrina, Wilma and Rita. Full Year Review DIRECTV U.S. gross subscriber additions in 2005 of 4,170,000 were slightly lower than a year ago primarily due to more stringent credit policies implemented during the second quarter of 2005. Average monthly churn during the year increased to 1.70% principally due to higher involuntary churn from customers with lower credit scores attained in 2004 and early 2005, and a more competitive marketplace. After accounting for this churn, DIRECTV U.S. added 1,193,000 net subscribers in 2005. DIRECTV U.S. generated annual revenues of $12.22 billion in 2005, an increase of 25% compared to the prior year's revenues. The increase was due to continued strong subscriber and ARPU growth, as well as the consolidation of the full economics of the former NRTC and Pegasus subscribers purchased in late 2004. ARPU increased 4% to $69.61 from last year principally due to programming package price increases and higher mirroring fees from an increase in the average number of set-top receivers per customer. Excluding the dilutive impact from the consolidation of the former NRTC and Pegasus subscribers primarily due to the lower ARPU received from these subscribers, ARPU would have increased approximately 6%. Operating profit before depreciation and amortization nearly tripled to $1.50 billion and operating profit increased to $802 million due to the revenue increase combined with higher operating margins primarily resulting from the stabilizing of costs in key areas such as subscriber acquisition and upgrade and retention marketing. This improvement was partially offset by charges of $24 million related to Hurricanes Katrina, Wilma and Rita. Operating profit was negatively impacted by higher amortization expense resulting from intangible assets recorded as part of the NRTC and Pegasus transactions. DIRECTV Latin America Segment On October 11, 2004, The DIRECTV Group announced a series of transactions with News Corporation, Grupo Televisa, Globo and Liberty Media that are designed to strengthen the operating and financial performance of DIRECTV Latin America by consolidating the Direct-To-Home (DTH) platforms of DIRECTV Latin America and Sky into a single platform in each of the major territories served in the region. In aggregate, The DIRECTV Group is paying approximately $580 million in cash for the News Corporation and Liberty Media equity stakes in the Sky platforms, of which approximately $398 million was paid in October 2004, with the remaining amount expected to be paid in 2006. In Mexico, as of December 31, 2005, DIRECTV Latin America had completed the migration of 144,000 subscribers to the Sky Mexico platform and ceased operations. During 2005, DIRECTV Latin America recorded a non-cash gain of $70 million, $12 million of which was recorded in the fourth quarter, related to the successful migration and retention of a portion of the Mexico subscribers. At the close of the transaction -- which is expected to occur in the first quarter 2006 -- an additional non-cash gain of approximately $58 million is expected to be recognized. In Brazil, DIRECTV Brazil and Sky Brazil have agreed to merge, with DIRECTV Brazil customers migrating to the Sky Brazil platform. The transactions in Brazil are subject to local regulatory approval, which has not yet been granted. In the rest of the region, The DIRECTV Group began consolidating Sky's DTH satellite platforms in Colombia and Chile, resulting in the addition of approximately 89,000 subscribers beginning in the fourth quarter of 2004. During 2005, DIRECTV Latin America completed the migration of the majority of these subscribers to the DIRECTV Latin America platform. Three Months Twelve Months DIRECTV Latin America Ended December 31, Ended December 31, ------------------ ------------------ 2005 2004 2005 2004 - -------------------------------- ------- -------- ------- -------- Revenue ($M) $ 190 $ 182 $ 742 $ 675 - -------------------------------- ------- -------- ------- -------- Operating Profit (Loss) Before Depreciation and Amortization(1)($M) 19 (25) 142 46 - -------------------------------- ------- -------- ------- -------- Operating Loss(1) ($M) (21) (76) (19) (142) - -------------------------------- ------- -------- ------- -------- Net Subscriber Additions(2) (000's) 39 57 149 124 - -------------------------------- ------- -------- ------- -------- Cumulative Subscribers(3) (000's) 1,593 1,646 1,593 1,646 - -------------------------------- ------- -------- ------- -------- (1) The fourth quarter and full year 2005 results include a non-cash gain of $12 million and $70 million, respectively, due to the successful migration of a portion of DIRECTV Latin America subscribers in Mexico to Sky Mexico. (2) Excludes Mexico and the one-time impact from the Sky Chile and Sky Colombia acquisitions. (3) Includes Mexico, however, as of June 30 2005, there were no remaining DIRECTV Latin America subscribers in Mexico. Fourth Quarter Review In the fourth quarter of 2005, DIRECTV Latin America added 39,000 net subscribers. Revenues for DIRECTV Latin America increased 4% to $190 million, compared to last year's fourth quarter, due to a larger subscriber base in Argentina, Venezuela and Puerto Rico and higher ARPU, driven primarily by select price increases in the region and the appreciation of the Brazilian real. These improvements were partially offset by lower revenues due to the shut-down of DIRECTV Latin America's operations in Mexico. The improvement in fourth quarter 2005 operating profit before depreciation and amortization to $19 million and operating loss to $21 million was primarily attributable to a $45 million charge recorded in 2004 related to the shut-down of DIRECTV Latin America's operations in Mexico, principally for asset write-downs, severance and other shut-down-related costs, as well as the $12 million gain recorded in 2005 for the sale of DIRECTV Latin America's subscribers in Mexico. This improvement was partially offset by charges in 2005 totaling $15 million for transaction-related costs in Colombia, the change from a lease model to a sales model in Puerto Rico, and foreign exchange costs in Venezuela. Full Year Review In 2005, DIRECTV Latin America added 149,000 net subscribers. Revenues for DIRECTV Latin America increased 10% to $742 million, compared to last year, driven primarily by a larger subscriber base in Argentina, Venezuela and Puerto Rico, higher ARPU due to select price increases in the region and by the appreciation of the Brazilian real, as well as the consolidation of Sky Chile and Sky Colombia. These improvements were partially offset by lower revenues due to the shut-down of DIRECTV Latin America's operations in Mexico. The improvement in 2005 operating profit before depreciation and amortization to $142 million and operating loss to $19 million was primarily attributable to the $70 million gain recorded for the sale of DIRECTV Latin America's subscribers in Mexico, as well as $45 million in 2004 charges primarily for asset write-downs, severance and other shut-down-related costs in Mexico. This improvement was partially offset by charges in 2005 totaling $25 million associated with the change from a lease model to a sales model in Puerto Rico and transaction-related costs in Colombia. Network Systems Segment Three Months Twelve Months HNS Ended December 31, Ended December 31, ------------------ ------------------ 2005 2004 2005 2004 - -------------------------------- ------- -------- ------- -------- Revenue ($M) $ 0 $ 223 $ 211 $ 1,099 - -------------------------------- ------- -------- ------- -------- Operating Loss Before Depreciation and Amortization ($M) 0 (184) (61) (1,683) - -------------------------------- ------- -------- ------- -------- Operating Loss ($M) 0 (232) (61) (1,779) - -------------------------------- ------- -------- ------- -------- On April 22, 2005, The DIRECTV Group completed the sale of a 50% interest in HNS LLC, an entity that owns substantially all of the assets of HNS, to SkyTerra Communications, Inc., an affiliate of Apollo Management, L.P., which is a New York-based private equity firm. At the close of the transaction, The DIRECTV Group received $246 million in cash and 300,000 shares of SkyTerra common stock valued at about $11 million. As of the date of this sale, The DIRECTV Group no longer consolidated the results of HNS and accounted for 50% of HNS' net income or loss as an equity investment in "Other, net" in the Consolidated Statements of Operations. In January 2006, The DIRECTV Group completed the sale of the remaining 50% interest in HNS LLC to SkyTerra and received $110 million in cash. A gain of approximately $25 million related to this sale is expected to be recorded in the first quarter of 2006. The fourth quarter 2004 operating loss before depreciation and amortization and operating loss was principally due to a $191 million impairment write-down of HNS assets to their fair value based on the sales price agreed upon with SkyTerra for the initial 50% sale of HNS and a $13 million severance charge also associated with the sale. The full year 2004 operating loss before depreciation and amortization and operating loss also includes an impairment charge of $1.47 billion for the SPACEWAY assets. CONSOLIDATED BALANCE SHEET AND CASH FLOW The DIRECTV Group December 31, December 31, 2005 2004 - ------------------------------------- --------------- -------------- Cash, Cash Equivalents & Short-Term Investments ($B) $ 4.38 $ 2.83 - ------------------------------------- --------------- -------------- Total Debt ($B) 3.42 2.43 - ------------------------------------- --------------- -------------- Net Debt (Cash) ($B) (0.96) (0.40) - ------------------------------------- --------------- -------------- Free Cash Flow(1) ($M) 283 (795) - ------------------------------------- --------------- -------------- (1) See footnote 3 below for the definition of free cash flow. The DIRECTV Group's consolidated cash and short-term investment balance increased by $1.55 billion to $4.38 billion and total debt increased by $986 million to $3.42 billion, compared to the December 31, 2004, balances due primarily to the debt refinancings discussed below. Also impacting the change in the cash balance was cash generated from operations and the proceeds from the sale of businesses and investments, which were partially offset by cash paid for property, equipment and satellites. In April 2005, DIRECTV U.S. entered into a new senior secured credit facility. The new facility consists of a $1.5 billion eight-year Term Loan B (subsequently reduced to $1.0 billion, as described below) and a $500 million six-year Term Loan A (both of which are fully funded), as well as a $500 million undrawn six-year revolving credit facility. The interest rate on each of the term loans is currently LIBOR plus 1.50% and 1.25%, respectively, per annum. The proceeds of the term loans were used to repay an existing $1.0 billion senior secured loan and pay related financing costs, with the remaining proceeds to be used for general corporate purposes. In addition, DIRECTV U.S. redeemed $490 million, plus interest and a redemption premium, of its 8 3/8% senior notes in May 2005. In June, DIRECTV U.S. raised an additional $1 billion in 6 3/8% senior notes, of which $500 million of the proceeds was used to pay down the new Term Loan B discussed above and $500 million remains available for general corporate purposes. CONFERENCE CALL INFORMATION A live webcast of The DIRECTV Group's fourth quarter 2005 earnings call will be available on the company's website at www.directv.com. The call will begin at 11:00 a.m. ET, today, February 8, 2006. The dial in number for the call is 973-582-2751. The webcast will be archived on our website, and a replay of the call will be available (dial in number: 973-341-3080, code: 6921009) beginning at 3:30 p.m. ET today through 11:59 p.m. ET Wednesday, February 15, 2006. FOOTNOTES (1) Operating profit (loss) before depreciation and amortization, which is a financial measure that is not determined in accordance with accounting principles generally accepted in the United States of America, or GAAP, should be used in conjunction with other GAAP financial measures and is not presented as an alternative measure of operating results, as determined in accordance with accounting principles generally accepted in the United States of America. Please see each of The DIRECTV Group's and DIRECTV Holdings LLC's Annual Reports on Form 10-K for the year ended December 31, 2005, for further discussion of operating profit (loss) before depreciation and amortization. Operating profit before depreciation and amortization margin is calculated by dividing operating profit before depreciation and amortization by total revenues. (2) In 2004, The DIRECTV Group announced plans to significantly expand its programming capacity for local and national high-definition channels by launching four new satellites over a 3-year period. The first two of these satellites, SPACEWAY 1 and SPACEWAY 2, were reconfigured during 2004 to offer video services as their primary application for DIRECTV U.S. This decision triggered a requirement to test the SPACEWAY assets for impairment. A valuation analysis showed that the assets were impaired and their book value exceeded fair value for use in the Company's U.S. direct-to-home broadcast business by approximately $1.47 billion ($903 million after-tax), which was recorded as a non-cash charge in the third quarter of 2004 (reflected in "(Gain) loss from asset sales and impairment charges, net" in the Consolidated Statements of Operations). (3) Free cash flow, which is a financial measure that is not determined in accordance with GAAP, is calculated by deducting amounts under the captions "Cash paid for property and equipment" and "Cash paid for satellites" from "Net cash provided by operating activities" on the Consolidated Statements of Cash Flows. This financial measure should be used in conjunction with other GAAP financial measures and is not presented as an alternative measure of cash flows from operating activities, as determined in accordance with GAAP. The DIRECTV Group and DIRECTV U.S. management use free cash flow to evaluate the cash generated by DIRECTV U.S.' current subscriber base, net of capital expenditures, for the purpose of allocating resources to activities such as adding new subscribers, retaining and upgrading existing subscribers and for additional capital expenditures. The DIRECTV Group and DIRECTV U.S. believe this measure is useful to investors, along with other GAAP measures (such as cash flows from operating and investing activities), to compare DIRECTV U.S.' operating performance to other communications, entertainment and media companies. We believe that investors also use current and projected free cash flow to determine the ability of our current and projected subscriber base to fund required and discretionary spending and to help determine the financial value of the company. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS NOTE: This release may include or incorporate by reference certain statements that we believe are, or may be considered to be, "forward-looking statements" within the meaning of various provisions of the Securities Act of 1933 and of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by use of statements that include phrases such as "believe," "expect," "estimate," "anticipate," "intend," "plan," "foresee," "project" or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. All of these forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or from those expressed or implied by the relevant forward-looking statement. Such risks and uncertainties include, but are not limited to: economic conditions; product demand and market acceptance; ability to simplify aspects of our business model, improve customer service, create new and desirable programming content and interactive features and achieve anticipated economies of scale; government action; local political or economic developments in or affecting countries where we have operations, including political, economic and social uncertainties in many Latin American countries in which DTVLA operates; foreign currency exchange rates; competition; the outcome of legal proceedings; ability to achieve cost reductions; ability to renew programming contracts under favorable terms; technological risk; limitations on access to distribution channels; the success and timeliness of satellite launches; in-orbit performance of satellites, including technical anomalies; loss of uninsured satellites; theft of satellite programming signals; and our ability to access capital to maintain our financial flexibility. We urge you to consider these factors carefully in evaluating the forward-looking statements. NON-GAAP FINANCIAL RECONCILIATION SCHEDULES (Numbers may not add due to rounding) The following table reconciles Operating Profit Before Depreciation and Amortization to Operating Profit (Loss).(a) Dollars in Millions Three Months Twelve Months Ended December 31, Ended December 31, - -------------------------------- ------------------ ------------------ 2005 2004 2005 2004 - -------------------------------- ------- -------- ------- -------- The DIRECTV Group Operating Profit (Loss) $ 219 $ (445) $ 633 $ (2,119) Plus: Depreciation & Amortization (D&A) 222 281 853 838 ------- -------- ------- -------- Operating Profit (Loss) Before D&A $ 441 $ (164) $ 1,486 $ (1,281) - -------------------------------- ======= ======== ======= ======== (a) For a reconciliation of this non-GAAP financial measure for each of our segments, please see the Notes to the Consolidated Financial Statements which will be included in The DIRECTV Group's Annual Report on Form 10-K for the year ended December 31, 2005, which is expected to be filed with the SEC in March 2006. Additional DIRECTV U.S. non-GAAP financial reconciliation schedules are included with the DIRECTV Holdings LLC's stand-alone financial statements included in this earnings release. The following tables reconcile Free Cash Flow to "Net Cash Provided by Operating Activities." Dollars in Millions Three Months Twelve Months Ended December 31, Ended December 31, 2005 2004 2005 2004 - -------------------------------- ------- -------- ------- -------- The DIRECTV Group Free Cash Flow $ 195 $ (64) $ 283 $ (795) Plus: Cash paid for property & equipment 152 153 489 476 Plus: Cash paid for satellites 121 106 400 547 ------- -------- ------- -------- Net Cash Provided by Operating Activities 468 196 $ 1,172 $ 229 - -------------------------------- ======= ======== ======= ======== Dollars in Millions Three Months Twelve Months Ended December 31, Ended December 31, - -------------------------------- ------------------ ------------------ 2005 2004 2005 2004 - -------------------------------- ------- -------- ------- -------- DIRECTV U.S. Free Cash Flow $ 155 $ (23) $ 536 $ (247) Plus: Cash paid for property & equipment 130 76 381 249 Plus: Cash paid for satellites 120 87 367 423 ------- -------- ------- -------- Net Cash Provided by Operating Activities $ 406 $ 140 $ 1,283 $ 425 - -------------------------------- ======= ======== ======= ======== DIRECTV is the nation's leading digital multichannel television service provider, with over 15.1 million customers. DIRECTV and the Cyclone Design logo are registered trademarks of DIRECTV, Inc. DIRECTV is a world-leading provider of digital multichannel television entertainment. DIRECTV (NYSE: DTV) is approximately 34% owned by News Corporation. For more information visit www.directv.com. THE DIRECTV GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Millions, Except Per Share Amounts) (Unaudited) Three Months Ended Twelve Months Ended December 31, December 31, ------------------- --------------------- 2005 2004 2005 2004 -------- -------- --------- --------- Revenues $3,595.5 $3,362.1 $13,164.5 $11,360.0 - ---------------------------- -------- -------- --------- --------- Operating Costs and Expenses, exclusive of depreciation and amortization expense shown separately below Broadcast programming and other costs of sale 1,594.9 1,532.4 5,485.3 4,996.5 Subscriber service expenses 267.8 231.0 981.9 779.9 Subscriber acquisition costs: Third-party customer acquisitions 448.2 559.3 2,053.9 2,009.8 Direct customer acquisitions 189.7 194.3 697.7 694.0 Upgrade and retention costs 342.5 334.2 1,117.0 1,002.4 Broadcast operations expenses 63.3 52.8 254.1 196.7 General and administrative expenses 260.5 395.1 1,133.9 1,268.9 (Gain) loss from asset sales and impairment charges, net (12.0) 227.1 (45.1) 1,693.2 Depreciation and amortization expense 221.8 281.3 853.2 838.0 - ---------------------------- -------- -------- --------- --------- Total Operating Costs and Expenses 3,376.7 3,807.5 12,531.9 13,479.4 - ---------------------------- -------- -------- --------- --------- Operating Profit (Loss) 218.8 (445.4) 632.6 (2,119.4) Interest income 52.4 17.6 150.3 50.6 Interest expense (57.7) (61.6) (237.6) (131.9) Reorganization income - 0.1 - 43.0 Other, net 6.3 - (65.0) 397.6 - ---------------------------- -------- -------- --------- --------- Income (Loss) From Continuing Operations Before Income Taxes, Minority Interests and Cumulative Effect of Accounting Change 219.8 (489.3) 480.3 (1,760.1) Income tax (expense) benefit (99.6) 193.3 (173.2) 690.6 Minority interests in net (earnings) losses of subsidiaries 1.0 7.6 (2.5) 13.1 - ---------------------------- -------- -------- --------- --------- Income (loss) from continuing operations before cumulative effect of accounting change 121.2 (288.4) 304.6 (1,056.4) Income (loss) from discontinued operations, net of taxes - (0.1) 31.3 (582.3) - ---------------------------- -------- -------- --------- --------- Income (loss) before cumulative effect of accounting change 121.2 (288.5) 335.9 (1,638.7) Cumulative effect of accounting change, net of taxes - - - (310.5) - ---------------------------- -------- -------- --------- --------- Net Income (Loss) $ 121.2 $ (288.5) $ 335.9 $(1,949.2) ============================ ======== ======== ========= ========= Basic and Diluted Earnings (Loss) Per Common Share: Income (loss) from continuing operations before cumulative effect of accounting change $ 0.09 $ (0.21) $ 0.22 $ (0.77) Income (loss) from discontinued operations, net of taxes - - 0.02 (0.42) Cumulative effect of accounting change, net of taxes - - - (0.22) - ---------------------------- -------- -------- --------- --------- Net Income (Loss) $ 0.09 $ (0.21) $ 0.24 $ (1.41) ============================ ======== ======== ========= ========= Weighted average number of common shares outstanding (in millions) Basic 1,390.9 1,385.7 1,388.4 1,384.8 Diluted 1,397.0 1,385.7 1,394.8 1,384.8 ============================ ======== ======== ========= ========= THE DIRECTV GROUP, INC. CONSOLIDATED BALANCE SHEETS (Dollars in Millions) (Unaudited) December 31, December 31, ASSETS 2005 2004 - ------------------------------------- --------------- -------------- Current Assets Cash and cash equivalents $ 3,701.3 $ 2,307.4 Short-term investments 683.2 522.6 Accounts and notes receivable, net of allowances of $114.9 and $121.7 1,033.2 918.6 Inventories, net 283.1 124.4 Prepaid expenses and other 395.6 377.0 Assets of business held for sale - 521.1 - ------------------------------------- --------------- -------------- Total Current Assets 6,096.4 4,771.1 Satellites, net 1,875.5 1,560.4 Property and Equipment, net 1,199.2 1,135.1 Goodwill 3,045.3 3,044.1 Intangible Assets, net 1,878.0 2,227.1 Investments and Other Assets 1,535.8 1,586.6 - ------------------------------------- --------------- -------------- Total Assets $ 15,630.2 $ 14,324.4 ===================================== =============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------- ---------------- --------------- Current Liabilities Accounts payable $ 1,607.0 $ 1,290.9 Accrued liabilities and other 934.8 881.7 Unearned subscriber revenue and deferred credits 276.6 261.5 Short-term borrowings and current portion of long-term debt 9.8 19.8 Liabilities of business held for sale - 240.6 - ------------------------------------- --------------- -------------- Total Current Liabilities 2,828.2 2,694.5 Long-Term Debt 3,405.2 2,409.5 Other Liabilities and Deferred Credits 1,407.6 1,665.4 Commitments and Contingencies Minority Interests 49.2 47.9 Stockholders' Equity 7,940.0 7,507.1 - ------------------------------------- --------------- -------------- Total Liabilities and Stockholders' Equity $ 15,630.2 $ 14,324.4 ===================================== =============== ============== THE DIRECTV GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Millions) (Unaudited) Twelve Months Ended December 31, 2005 2004 - ------------------------------------- ---------------- -------------- Cash Flows from Operating Activities Income (Loss) from continuing operations before cumulative effect of accounting change $ 304.6 $ (1,056.4) Adjustments to reconcile income (loss) from continuing operations before cumulative effect of accounting change to net cash provided by operating activities: Depreciation and amortization 853.2 838.0 (Gain) loss from asset sales and impairment charges, net (45.1) 1,693.2 Net (gain) loss from sale of investments 0.6 (396.5) Loss on disposal of fixed assets 2.5 24.9 Stock-based compensation expense 40.6 57.1 Write-off of debt issuance costs 19.0 - Deferred income taxes and other 188.1 (850.4) Accounts receivable credited against Pegasus purchase price - (220.2) Change in other operating assets and liabilities Accounts and notes receivable (129.5) 18.8 Inventories (158.7) 23.2 Prepaid expenses and other (34.7) (20.8) Accounts payable 281.3 (46.7) Accrued liabilities 30.8 (101.7) Unearned subscriber revenue and deferred credits 15.1 60.7 Other (195.9) 205.4 - ------------------------------------- ---------------- -------------- Net Cash Provided by Operating Activities 1,171.9 228.6 - ------------------------------------- ---------------- -------------- Cash Flows from Investing Activities Purchase of short-term investments (4,672.7) (4,255.3) Sale of short-term investments 4,512.1 4,077.5 Investment in companies, net of cash acquired (1.1) (388.5) Cash paid for acquired assets (3.3) (965.8) Cash paid for property and equipment (489.2) (476.4) Cash paid for satellites (399.5) (546.7) Proceeds from sale of investments 113.1 510.5 Proceeds from sale of businesses 246.0 2,918.4 Other, net (28.7) 13.1 - ------------------------------------- ---------------- -------------- Net Cash Provided by (Used in) Investing Activities (723.3) 886.8 - ------------------------------------- ---------------- -------------- Cash Flows from Financing Activities Net decrease in short-term borrowings (2.5) (6.2) Long-term debt borrowings 3,003.3 1.2 Repayment of long-term debt (2,005.5) (214.8) Debt issuance costs (4.7) (2.4) Repayment of other long-term obligations (90.5) (43.5) Stock options exercised 45.2 23.0 - ------------------------------------- ---------------- -------------- Net Cash Provided by (Used in) Financing Activities 945.3 (242.7) - ------------------------------------- ---------------- -------------- Net increase in cash and cash equivalents 1,393.9 872.7 Cash and cash equivalents at beginning of the year 2,307.4 1,434.7 - ------------------------------------- ---------------- -------------- Cash and cash equivalents at the end of the year $ 3,701.3 $ 2,307.4 - ------------------------------------- ---------------- -------------- Supplemental Cash Flow Information Interest paid $ 239.5 $ 128.5 Income taxes paid (refunded) 13.2 (49.2) THE DIRECTV GROUP, INC. SELECTED SEGMENT DATA (Dollars in Millions) (Unaudited) Three Months Twelve Months Ended December 31, Ended December 31, ------------------ -------------------- 2005 2004 2005 2004 - ---------------------------------------------------------------------- DIRECTV U.S. Revenues $3,406.4 $2,959.7 $12,216.1 $ 9,763.9 Operating Profit Before Depreciation and Amortization(1) 442.2 117.9 1,500.2 583.1 Operating Profit Before Depreciation and Amortization Margin(1) 13.0% 4.0% 12.3% 6.0% Operating Profit (Loss) $ 259.8 $ (65.3) $ 802.0 $ 21.9 Operating Profit Margin 7.6% N/A 6.6% 0.2% Depreciation and Amortization $ 182.4 $ 183.2 $ 698.2 $ 561.2 Capital Expenditures(2) 235.1 162.9 782.0 671.5 - ---------------------------------------------------------------------- DIRECTV LATIN AMERICA Revenues $ 189.5 $ 182.0 $ 742.1 $ 675.2 Operating Profit (Loss) Before Depreciation and Amortization(1) 19.4 (25.2) 141.5 45.9 Operating Profit Before Depreciation and Amortization Margin(1) 10.2% N/A 19.1% 6.8% Operating Loss $ (21.2) $ (76.4) $ (18.7) $ (142.0) Depreciation and Amortization 40.6 51.2 160.2 187.9 Capital Expenditures(2) 21.6 21.7 90.4 81.7 - ---------------------------------------------------------------------- NETWORK SYSTEMS Revenues $ - $ 223.3 $ 211.4 $ 1,099.1 Operating Loss Before Depreciation and Amortization(1) - (184.1) (60.8) (1,682.9) Operating Loss - (231.7) (60.8) (1,778.5) Depreciation and Amortization - 47.6 - 95.6 Capital Expenditures(2) - 49.5 18.1 132.1 - ---------------------------------------------------------------------- ELIMINATIONS and OTHER Revenues $ (0.4) $ (2.9) $ (5.1) $ (178.2) Operating Loss Before Depreciation and Amortization(1) (21.0) (72.7) (95.1) (227.5) Operating Loss (19.8) (72.0) (89.9) (220.8) Depreciation and Amortization (1.2) (0.7) (5.2) (6.7) Capital Expenditures(2) 1.0 25.3 33.2 137.8 - ---------------------------------------------------------------------- TOTAL Revenues $3,595.5 $3,362.1 $13,164.5 $11,360.0 Operating Profit (Loss) Before Depreciation and Amortization(1) 440.6 (164.1) 1,485.8 (1,281.4) Operating Profit Before Depreciation and Amortization Margin(1) 12.3% N/A 11.3% N/A Operating Profit (Loss) $ 218.8 $ (445.4) $ 632.6 $(2,119.4) Operating Profit Margin 6.1% N/A 4.8% N/A Depreciation and Amortization $ 221.8 $ 281.3 $ 853.2 $ 838.0 Capital Expenditures(2) 257.7 259.4 923.7 1,023.1 ====================================================================== (1)See footnote 1 above. (2)Capital expenditures include cash paid and amounts accrued during the period for property, equipment and satellites. The Following Reflects DIRECTV U.S.' Financial Statements and Other Data as a Stand-Alone Entity DIRECTV HOLDINGS LLC CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Millions) (Unaudited) Three Months Ended Twelve Months Ended December 31, December 31, ------------------- -------------------- 2005 2004 2005 2004 --------- -------- ---------- -------- Revenues $3,406.4 $2,959.7 $12,216.1 $9,763.9 - ------------------------------ --------- --------- ---------- -------- Operating Costs and Expenses, exclusive of depreciation and amortization expense shown separately below Programming and other costs 1,522.1 1,320.3 5,050.1 4,010.5 Subscriber service expenses 255.3 220.2 935.4 740.2 Subscriber acquisition costs: Third-party customer acquisitions 431.9 549.4 1,999.4 1,960.8 Direct customer acquisitions 184.7 188.6 676.4 684.1 Upgrade and retention costs 339.8 332.0 1,106.5 993.2 Broadcast operations expenses 35.7 31.3 145.8 129.7 General and administrative expenses 194.7 200.0 802.3 662.3 Depreciation and amortization expense 182.4 183.2 698.2 561.2 - ------------------------------ --------- --------- ---------- -------- Total Operating Costs and Expenses 3,146.6 3,025.0 11,414.1 9,742.0 - ------------------------------ --------- --------- ---------- -------- Operating Profit (Loss) 259.8 (65.3) 802.0 21.9 Interest expense, net (39.3) (55.6) (201.9) (192.1) Other expense (0.3) -- (66.7) -- - ------------------------------ --------- --------- ---------- -------- Income (Loss) Before Income Taxes and Cumulative Effect of Accounting Change 220.2 (120.9) 533.4 (170.2) Income tax (expense) benefit (87.9) 43.4 (208.1) 61.3 - ------------------------------ --------- --------- ---------- -------- Income (loss) before cumulative effect of accounting change 132.3 (77.5) 325.3 (108.9) Cumulative effect of accounting change, net of taxes -- -- -- (311.5) - ------------------------------ --------- --------- ---------- -------- Net Income (Loss) $ 132.3 $ (77.5) $ 325.3 $ (420.4) ============================== ========= ========= ========== ======== DIRECTV HOLDINGS LLC CONSOLIDATED BALANCE SHEETS (Dollars in Millions) (Unaudited) December 31, ------------------------------- ASSETS 2005 2004 - -------------------------------------- ---------------- -------------- Current Assets Cash and cash equivalents $ 1,164.8 $ 34.5 Accounts receivable, net of allowances of $75.0 and $86.4 995.9 885.0 Inventories, net 281.4 122.0 Prepaid expenses and other 285.0 289.8 - -------------------------------------- ---------------- -------------- Total Current Assets 2,727.1 1,331.3 Satellites, net 1,907.9 1,597.4 Property and Equipment, net 848.3 686.1 Goodwill 3,031.7 3,031.7 Intangible Assets, net 1,875.0 2,224.9 Other Assets 135.0 122.8 - -------------------------------------- ---------------- -------------- Total Assets $ 10,525.0 $ 8,994.2 ====================================== ================ ============== LIABILITIES AND OWNER'S EQUITY - ---------------------------------------------------------------------- Current Liabilities Accounts payable and accrued liabilities $ 2,362.9 $ 1,771.7 Unearned subscriber revenue and deferred credits 259.0 255.9 Current portion of long-term debt 7.8 10.2 - -------------------------------------- ---------------- -------------- Total Current Liabilities 2,629.7 2,037.8 Long-Term Debt 3,405.3 3,276.6 Other Liabilities and Deferred Credits 989.2 1,128.6 Deferred Income Taxes 204.4 172.3 Commitments and Contingencies Owner's Equity Capital stock and additional paid-in capital 4,050.9 3,458.7 Accumulated deficit (754.5) (1,079.8) - -------------------------------------- ---------------- -------------- Total Owner's Equity 3,296.4 2,378.9 - -------------------------------------- ---------------- -------------- Total Liabilities and Owner's Equity $ 10,525.0 $ 8,994.2 ====================================== ================ ============== DIRECTV HOLDINGS LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Millions) (Unaudited) Twelve Months Ended December 31, 2005 2004 - -------------------------------------- ---------------- -------------- Cash Flows from Operating Activities Income (Loss) Before Cumulative Effect of Accounting Change $ 325.3 $ (108.9) Adjustments to reconcile income (loss) before cumulative effect of accounting change to net cash provided by operating activities: Depreciation and amortization expense 698.2 561.2 Net loss on sale or disposal of property -- 15.8 Stock-based compensation expense 27.1 28.0 Amortization of debt issuance costs 6.2 8.9 Write-off of debt issuance costs 19.0 -- Deferred income taxes and other 10.6 (21.6) Accounts receivable credited against Pegasus purchase price -- (220.2) Change in other operating assets and liabilities Accounts receivable, net (130.9) (115.7) Inventories (159.4) (21.4) Prepaid expenses and other 28.1 (125.2) Other assets (15.6) (23.3) Accounts payable and accrued liabilities 575.9 200.0 Unearned subscriber revenue and deferred credits 3.1 61.3 Other liabilities and deferred credits (104.4) 185.6 - -------------------------------------- ---------------- -------------- Net Cash Provided by Operating Activities 1,283.2 424.5 - -------------------------------------- ---------------- -------------- Cash Flows from Investing Activities Cash paid for property and equipment (380.5) (249.0) Cash paid for satellites (366.6) (422.5) Cash paid for acquired assets (3.3) (965.8) Proceeds from sale of property 0.5 3.7 - -------------------------------------- ---------------- -------------- Net Cash Used in Investing Activities (749.9) (1,633.6) - -------------------------------------- ---------------- -------------- Cash Flows from Financing Activities Cash proceeds from refinancing transactions 3,003.3 -- Cash contribution from Parent 538.3 200.0 Repayment of debt (2,001.8) (213.2) Borrowing from Parent -- 875.0 Repayment of borrowing from Parent (875.0) -- Payments for other long-term obligations (63.1) (31.5) Debt issuance costs (4.7) (2.4) - -------------------------------------- ---------------- -------------- Net Cash Provided by Financing Activities 597.0 827.9 - -------------------------------------- ---------------- -------------- Net increase (decrease) in cash and cash equivalents 1,130.3 (381.2) Cash and cash equivalents at beginning of the year 34.5 415.7 - -------------------------------------- ---------------- -------------- Cash and cash equivalents at end of the year $ 1,164.8 $ 34.5 ====================================== ================ ============== Supplemental Cash Flow Information Interest paid $ 229.3 $ 201.8 Income taxes paid 36.1 0.6 DIRECTV HOLDINGS LLC Non-GAAP Financial Reconciliation and Other Data (Unaudited) - ------------------------------- --------- -------- -------- --------- Three Months Ended Twelve Months Ended December 31, December 31, ------------------ ------------------- 2005 2004 2005 2004 -------- ------- -------- -------- (Dollars in Millions) Operating Profit (Loss) $ 259.8 $ (65.3) $ 802.0 $ 21.9 Add back: Subscriber acquisition costs: Third-party customer acquisitions 431.9 549.4 1,999.4 1,960.8 Direct customer acquisitions 184.7 188.6 676.4 684.1 Depreciation and amortization expense 182.4 183.2 698.2 561.2 -------- ------- -------- -------- Subtotal 799.0 921.2 3,374.0 3,206.1 -------- ------- -------- -------- Pre-SAC margin(1) $1,058.8 $ 855.9 $4,176.0 $3,228.0 ======== ======= ======== ======== Pre-SAC margin as a percentage of revenue(1) 31.1% 28.9% 34.2% 33.1% - ------------------------------- -------- ------- -------- -------- - --------------------------------------------------------------------- Other Data - --------------------------------------------------------------------- Three Months Ended Twelve Months Ended December 31, December 31, ------------------ ------------------- 2005 2004 2005 2004 -------- ------- -------- -------- Average monthly revenue per subscriber (ARPU) $ 75.53 $ 71.92 $ 69.61 $ 66.95 Average monthly churn %(2) 1.70% 1.60% 1.70% 1.59% Average subscriber acquisition costs-per subscriber (SAC) $ 639 $669 $ 642 $ 643 Total number of subscribers- platform (000's)(2) 15,133 13,940 15,133 13,940 Capital expenditures (millions)(3) $ 235.1 $ 162.9 $ 782.0 $ 671.5 - ------------------------------- -------- ------- -------- -------- (1) Pre-SAC Margin, which is a financial measure that is not determined in accordance with accounting principles generally accepted in the United States of America, or GAAP, is calculated by adding amounts under the captions "Subscriber acquisition costs" and "Depreciation and amortization expense" to "Operating Profit (Loss)." This financial measure should be used in conjunction with other GAAP financial measures and is not presented as an alternative measure of operating results, as determined in accordance with GAAP. The DIRECTV Group and DIRECTV U.S. management use Pre-SAC Margin to evaluate the profitability of DIRECTV U.S.' current subscriber base for the purpose of allocating resources to discretionary activities such as adding new subscribers, upgrading and retaining existing subscribers and for capital expenditures. To compensate for the exclusion of "Subscriber acquisition costs," management also uses operating profit and operating profit before depreciation and amortization expense to measure profitability. The DIRECTV Group and DIRECTV U.S. believe this measure is useful to investors, along with other GAAP measures (such as revenues, operating profit and net income), to compare DIRECTV U.S.' operating performance to other communications, entertainment and media companies. The DIRECTV Group and DIRECTV U.S. believe that investors also use current and projected Pre-SAC Margin to determine the ability of DIRECTV U.S.' current and projected subscriber base to fund discretionary spending and to determine the financial returns for subscriber additions. (2) The amounts presented for 2004 include the results from the former NRTC and Pegasus subscribers. (3) Capital expenditures represent cash paid and amounts accrued during the period for property, equipment and satellites. CONTACT: The DIRECTV Group, Inc. Media Contact: Robert Mercer, 310-964-4683 Investor Relations: 212-462-5200