UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 4, 2006
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DIRECTV HOLDINGS LLC
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-106529 25-1902628
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(Commission File Number) (IRS Employer Identification No.)
2230 East Imperial Highway
El Segundo, California 90245
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(Address of Principal Executive Offices) (Zip Code)
(310) 964-5000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. Results of Operations and Financial Condition.
On May 4, 2006, The DIRECTV Group, Inc. issued a news release, which contained
information regarding the first quarter 2006 consolidated results of DIRECTV
Holdings LLC ("DIRECTV"). The news release did not include certain financial
statements, related notes and certain other financial information that will be
filed with the Securities and Exchange Commission as part of DIRECTV's Quarterly
Report on Form 10-Q. A copy of the press release relating to such announcement,
dated May 4, 2006, is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIRECTV HOLDINGS LLC
(Registrant)
Date: May 4, 2006 By: /s/ Michael W. Palkovic
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Name: Michael W. Palkovic Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release, dated May 4, 2006