The following management's discussion and analysis should be read in conjunction with our management's discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 23, 2012, updated by the Current Report on Form 8-K filed on August 27, 2012, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 9, 2012, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the SEC on August 3, 2012 and all of our other filings, including Current Reports on Form 8-K, filed with the SEC after such date and through the date of this report.

This Quarterly Report on Form 10-Q may contain certain statements that we believe are, or may be considered to be, "forward-looking statements" within the meaning of various provisions of the Securities Act of 1933 and of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by the use of statements that include phrases such as we "believe", "expect", "anticipate", "intend", "plan", "foresee", "project" or other similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook for 2012 financial results, liquidity and capital resources.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include economic, business, competitive, national or global political, market and regulatory conditions and the following, each of which is described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2011 or in Part II, Item 1A of this Quarterly Report on Form 10-Q:

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º Levels of competition are increasing.

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º We depend on others to produce programming and programming costs are increasing.

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º Increased subscriber churn or subscriber upgrade and retention costs could materially adversely affect our financial performance.

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º Our subscriber acquisition costs could materially increase.

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º DIRECTV Latin America is subject to various additional risks associated with doing business internationally, which include political and economic instability and foreign currency exchange rate volatility and controls.

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º Our ability to keep pace with technological developments is uncertain.

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º Our business relies on intellectual property, some of which is owned by third parties, and we may inadvertently infringe patents and proprietary rights of others.

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º Construction or launch delays on satellites could materially adversely affect our revenues and earnings.

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º Our satellites are subject to significant launch and operational risks.

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º The loss of a satellite, none of which is currently insured, could materially adversely affect our business and earnings.

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º Satellite programming signals have been stolen and may be stolen in the future, which could result in lost revenues and would cause us to incur incremental operating costs that do not result in subscriber acquisition.

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º The ability to maintain FCC licenses and other regulatory approvals is critical to our business.

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º We may have an indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, that could be triggered if parts of the Liberty Transaction or Liberty's 2008 Transaction with News Corporation are treated as a taxable transaction.

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º We face risks arising from the outcome of various legal proceedings.

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º We rely on network and information systems and other technology and a disruption or failure of such networks, systems or technology as a result of misappropriation of data or other malfeasance, as well as outages, natural disasters, accidental releases of information or similar events, may disrupt our business.

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º Our strategic initiatives may not be successfully implemented, may not elicit the expected customer response in the market and may result in competitive reactions.

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º Those and the other factors that are described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2011.

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

CONTENTS

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

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º Summary Data

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º Business Overview

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º Significant Events Affecting the Comparability of the Results of Operations

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º Key Terminology

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º Executive Outlook

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º Results of Operations

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º Liquidity and Capital Resources

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º Contractual Obligations

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º Contingencies

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º Certain Relationships and Related-Party Transactions

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º Critical Accounting Estimates

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º Accounting Changes

                                    DIRECTV

                                  SUMMARY DATA

                                  (Unaudited)

                                                      Three Months          Nine Months
                                                          Ended                Ended
                                                      September 30,        September 30,
                                                     2012      2011       2012       2011
                                                             (Dollars in Millions,
                                                           Except Per Share Amounts)
Consolidated Statements of Operations Data:
Revenues                                            $ 7,416   $ 6,844   $ 21,686   $ 19,763
Total operating costs and expenses                    6,348     5,814     17,899     16,348

Operating profit                                      1,068     1,030      3,787      3,415
Interest income                                          17         9         40         25
Interest expense                                       (204 )    (194 )     (622 )     (569 )
Other, net                                               39       (38 )       13         74

Income before income taxes                              920       807      3,218      2,945
Income tax expense                                     (348 )    (286 )   (1,189 )   (1,032 )

Net income                                              572       521      2,029      1,913
Less: Net income attributable to noncontrolling
interest                                                 (7 )      (5 )      (22 )      (22 )

Net income attributable to DIRECTV                  $   565   $   516   $  2,007   $  1,891

Basic earnings attributable to DIRECTV per common
share                                               $  0.91   $  0.70   $   3.08   $   2.48
Diluted earnings attributable to DIRECTV per
common share                                        $  0.90   $  0.70   $   3.06   $   2.47
Weighted average number of total common shares
outstanding (in millions):
Basic                                                   624       732        651        762
Diluted                                                 629       737        655        767